enovate CA and Financial Services Agreement

Kay and Gregg,

Attached for your review are the revised (and redlines) of the (i) CA for
enovate empolyees; and (ii) Financial Services Agreement.

As for the CA, I have given it a term from the date of execution until
October 4, 2004. It would be best for Peoples to provide their own form of
CA for the information they want to be subject to a confidentiality.;

As for the Financial Services Agreement, I have incorporated the duties of
the Managing Member from the LLC Agreement. It is my understanding that
Gregg has requested assistance from Enron Tax to complete Paragraph 2(a) and
2(d) and will touch base with Travis regarding Paragraph 3 to identify the
nature of the expenses that would be incurred by Enron Corp.

These drafts are subject to Kay's review and approval, but we are one step
closer.

Please let me know your comments and I will incorporate accordingly.

Kathleen