RE: Confidentiality agreement

Based upon Lance's email, consider me "signed off" as well. Thanks.

-----Original Message-----
From: Schuler-Legal, Lance
Sent: Tuesday, May 15, 2001 7:37 AM
To: Metts, Mark
Cc: Llodra, John; Mann, Kay; Timothy J Detmering/HOU/ECT@ENRON; Duran, W.
David
Subject: RE: Confidentiality agreement

We do have another CA with Ameresco; however, there is no conflict between
the two agreements. Kay, we would appreciate your deal team not engaging in
any discussions with Ameresco regarding any other deal we may be working on
with them. Kay, I do not have any comments on the language limiting our
involvement with your proposed transaction to be only with Ameresco.
Thanks. Lance.

W. Lance Schuler
Enron North America Corp.
1400 Smith Street, EB 3826
Houston, Texas 77002
Phone: 713/853-5419
Fax: 713/646-3393
Email: lance.schuler-legal@enron.com

Mark Metts/Enron@EnronXGate 05/14/2001 04:45 PM To: Kay
Mann/Corp/Enron@Enron, Timothy J Detmering/HOU/ECT@ENRON cc: John
Llodra/Corp/Enron@ENRON, W David Duran/ENRON@enronXgate, Lance
Schuler-Legal/HOU/ECT@ECT Subject: RE: Confidentiality agreement

I do not necessarily anticipate a problem, but because I believe that Enron
is considering the possibility of entering into another transaction with
Ameresco, I have asked Lance Schuler to make sure that there is no conflict
or other unintended result. Having said that, I have no substantative
problem with the provision addressed by Kay's email. But let's make sure we
run this one trap first.

Thanks,
Mark

-----Original Message-----
From: Mann, Kay
Sent: Monday, May 14, 2001 1:01 PM
To: Metts, Mark; Timothy J Detmering/HOU/ECT@ENRON
Cc: Llodra, John; Duran, W. David; Schuler-Legal, Lance
Subject: 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:

<< File: Enron Bilateral CA Draft 5 reAmeresco 050901.doc <<