QSE Agreement with New Power

Attached is my preliminary mark-up of the draft sent by Mike Curry (5-2-01)
incorporating the various following e-mails of Michelle to the best of my
ability. I ask that commercial persons rig up (or have someone else rig up
for them) the "Attachment X" referenced in Michelle's new Section 2.9
language. Paul, I have reinstalled the Credit Support Annex in case you were
intending to use that apparatus to install credit terms (and I'm presuming
you are going to pull in an Enron Corp. guaranty, though I don't know your
intentions.) Please respond to me ASAP with your best efforts to state the
final terms to be shown to
New Power, and I will refine the document into shape suitable to be sent
out. Note -- I am uncertain how the confidentiality obligation in Section
7.2 should be stated in view of the possibly converging relations of ENA
Wholesale with EES, and therefore desire that it be stated as narrowly as can
be done while addressing New Power's main concerns and stating an EPMI
obligation with clear and livable boundaries.

_______________________________________________

Paul Radous/ENRON@enronXgate
05/07/2001 10:50 AM

To: Michelle Parks/ENRON@enronXgate
cc: David Portz/HOU/ECT@ECT
Subject: RE: QSE Agreement with New Power

Michelle,

I do not see any problem whatever with this timeline.

Thanks.
Paul

-----Original Message-----
From: Parks, Michelle
Sent: Monday, May 07, 2001 10:43 AM
To: Radous, Paul; Portz, David
Subject: QSE Agreement with New Power

David, Paul:

Do you think it will be possible to finish your mark-ups on the New Power
Agreement by Wednesday?

Thanks,

Michelle