Confidentiality agreement

Gentlemen,

I'm with EWS Legal, and I'm working with John Llodra (East Power origination)
concerning a confidentiality agreement with Ameresco. The proposed
transaction is described as follows:

A potential power plant site development and asset management services
related to the Island End Generation Project, a nominal 365 MW combined
cycle power generation facility, proposed to be located in Everett,
Massachusetts.

The current draft of the CA contains this language:

From the time of the signing of this Agreement until October 1, 2001 neither
Party shall pursue the Proposed Transaction without the participation of the
other Party, unless the other Party consents in writing or notifies the other
Party that it does not intend to pursue the Proposed Transaction.

In accordance with policy, this issue is being submitted to you for your
review.

John can be contacted at 978 449 9936. My extension is 57566.

Thank you,

Kay

Here is the entire CA: