Agreement

The Following are our recommended changes to the agreement( I would also
like to discuss the waiver of conflicts section with you):

Page 2, item (3) should read "The payment of a "project fee" of $175,000 upon
the achievement of each milestone described in Exhibit A to this letter.

Item (4) should read "The payment of a "project fee" equal to 2% of the
project's total cost upon the achievement of the milestone described in
Exhibit B to this letter.

Exhibit A should read as follows:

Individual milestones subject to "project fee" payments:

1. With respect to Haywood Power I, L.L.C. ("Haywood Power"), the abandonment
by the Tennessee Valley Authority ("TVA") of its proposed 320 MW expansion of
its Haywood County, Tennessee facility ("Lagoon Creek"), which results in
Haywood Power being allowed by TVA to interconnect into an existing 500kV
open bus position in the Lagoon Creek substation. Achievement of this
milestone shall be evidenced by the interconnection specifications set forth
in an Interconnection Agreement between TVA and Haywood Power, and the
milestone shall be deemed to be achieved upon execution of said
Interconnection Agreement.

2. With respect to Haywood Power, the decision by TVA to eliminate the
Network Upgrade related to the reactive power requirements as set forth in
Haywood Power's System Impact Study, presently estimated at a total cost of
$5 million. Achievement of this milestone shall be evidenced by the Network
Upgrade requirements set forth in an Interconnection Agreement between TVA
and Haywood Power, and the milestone shall be deemed to be fully achieved
upon execution of said Interconnection Agreement to the extent such Network
Upgrade cost is eliminated. To the extent that such Network Upgrade cost is
less than $5 million, but greater than zero, a pro rata portion of the
$175,000 project fee shall be paid.

3. With respect to Calvert City Power I, L.L.C. ("Calvert"), the elimination
of TVA's present requirement for Calvert to pay for a Network Upgrade
consisting of the construction of a new 30 mile 500kV transmission line from
Cumberland to Montgomery. Achievement of this milestone shall be deemed to
occur upon (i) Calvert having determined in its sole and absolute discretion
that the overall project economics of its 510 MW generation facility are
viable, and (ii) execution of an Interconnection Agreement between TVA and
Calvert.

Exhibit B should read as follows:

The development and construction of a generating facility in cooperation with
or partnership with certain distributors of the TVA (a "Development
Project"). Any such Development Project shall initially be proposed by Wyatt
or Sideview Partners, Inc.exclusively to Enron. Enron shall have thirty(30)
days to make a determination as to whether to proceed with any proposed
Development Project. Enron shall not have any obligation to proceed with any
Development Project. At such time as all definitive agreements related to the
Development Project have been executed, the Development Project shall be
deemed to be an approved Development Project (an "Approved Project"). For
purposes of payment of the project fee, the milestone shall be deemed to be
achieved, for Approved Projects only, 50% upon the commencement of
construction of the Approved Project, and 50% upon commencement of commercial
operation of the Approved Project. For the avoidance of doubt, a project fee
shall not be payable for any Development Project unless it becomes an
Approved Project as defined herein.