Amendments to Extend May 1

Chris:

Please forward to me the two underlying agreements (the Securities Purchase
Agreement and the Project Development Agreement) along with amendment 1 to
the PDA. Did we ever receive an executed amendment from AES? Please call
Steve Hasse to follow up.

I'd like to get together with you today to go over this so that we can meet
with Kay and provide her our commercial input. We will also need to prepare a
DASH for this proposed amendment as it changes the timing and risk of payment
relative to the underlying deal. Please get a copy of the Haywood DASH, so
that you and I can review it and then provide guidance to credit.

Thanks,

Ben
---------------------- Forwarded by Ben Jacoby/HOU/ECT on 04/23/2001 11:25 AM
---------------------------

"Steve Hase" <shase@aesc.com< on 04/20/2001 02:40:47 PM
To: ben.jacoby@enron.com
cc: chris.booth@enron.com, prollin@aesc.com, ALouison@hunton.com,
mbarr@hunton.com
Subject: Amendments to Extend May 1

Ben,

Attached are draft amendments to the Greystone Project Development
Agreement and the Securities Purchase Agreement to implement our agreement
to extend to August 1 the deadline for meeting the Development Milestones
and closing the purchase of the interests and creating a mechanism to
purchase the interests in the company in the event we need to do so before
Enron meets the development
milestones.

I'd be pleased to discuss with you at your earliest convenience.

Steve Hase

- Am No. 1 to SPA 4-20.doc
- Am No. 2 to PDA 4-20.DOC