Scott Healy

The following is the understanding I have with Chris Calger regarding Scott
Healy's involvement in East Power initiatives:

Since Auburndale is effectively dead, Scott will no longer be involved on
this project.
Scott will support the Haywood, Georgia, & Calvert City development site
sales through Q1 2001, with East Power getting 100% of the P&L value and
Scott Healy getting personal performance credit. If Ben elects to continue
to use Scott's services beyond Q1 2001, a value sharing agreement between
Ben, Calger and myself will have to be agreed upon.
Jeff Ader will make a decision (after consultation with me) as to Scott's
continued involvement on the fuel cell tax monetization and Dighton
restructuring project. If Jeff makes the decision that Scott needs to
remain actively involved in order to close the transaction, a value sharing
agreement will be made between Jeff, Calger, and myself. The value
allocation % will be agreed upon upfront within the next week. If a fair
value sharing agreement cannot be reached, Jeff will transition
responsibility to another member of his origination team.

Chris - Do you agree with the above description?