RE: Forward Contract Termination Notices

Here is the form of PG&E letter that we used after consultation with LaBoeuf - it has a few more words.

-----Original Message-----
From: Sanders, Richard B.
Sent: Saturday, June 16, 2001 7:08 PM
To: Sager, Elizabeth; Hodge, Jeffrey T.
Subject: FW: Forward Contract Termination Notices

EES wants to terminate energy contracts(futures cintracts) with two bankrupt entities. Can you let Bob Williams know if you have any comments/suggestions to his letter?
-----Original Message-----
From: Williams, Robert C.
Sent: Thursday, June 14, 2001 4:32 PM
To: Frazier, Lamar; Dotson, Marcus
Cc: Sanders, Richard B.; Sharp, Vicki; 'lengels@brobeck.com'; 'jwhite@brobeck.com'; 'lacyr@sullcrom.com'; Smith, Mike
Subject: Forward Contract Termination Notices

Pending Mark Haedicke's okay, here are my suggested termination notices to Unisil and Tri-Valley Growers:

UNISIL:

[Date}

[Jason to provide attorney name]

Re: Power Sales Agreement between UniSil Corporation and Enron Energy Marketing Corp.,
successor by merger to PG&E Energy Services Corp.("EEMC"), originally entered into
between EEMC and UniSil Corp. as of December 5, 1997, and subsequently assigned
to UniSil Acquisition Corp. (the "Agreement")

Dear ___________:

Pursuant to Section 3.3.2 of the Agreeement and Section 556 of the Bankruptcy Code, EEMC hereby terminates
the Agreement, effective immediately.

Very truly yours,

Marcus?

TRI VALLEY GROWERS:

[Date]

[Marcus--who is Tri Valley Growers' bankruptcy counsel?]

Re: Retail Power Sales Contract between Tri Valley Growers and Enron Energy Marketing Corp., successor
by merger to PG&E Energy Services Corp. ("EEMC"), entered into as of August 28, 1998 (the "Contract")

[Same as UniSil except Contract not Agreement]