Home Depot

Attached is a draft of the master energy agreement for HD and the
Confirmation for the CA facilities. Would like to send out to HD today for
their review. Redlines reflect our response to issues raised by HD in our
last meeting and their subsequent memo. Points for consideration to make
sure we are all on same page:

Where we terminate for a Change in Law or utility non performance, we
calculate our Early Termination Payment; if there is a Loss, we get paid; if
there is a Gain, we pay customer
Early Termination Payment on Default is set up to be one way. Carol, Jeff
and Denise--I want to make sure that there is not some netting, set off ,
bankruptcy, or forward contract reason for us to go with 2 way payments here.
Credit terms included per Denise
Metering: I have included charges for meters; however, I am not clear on
whether we need all of the sublicense documentation. If someone can shed
some light on this issue, that would be great. HD has commented on the
sublicense, but I have not yet addressed pending resolution of this issue.

MDS