Provider Agreement and General Terms and Conditions

Cc: mark.taylor@enron.com, bill.berkeland@enron.com
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Dan,

As a follow up to my voice mail, we have the following comments to the
above-referenced Agreements:

Provider Agreement - notices - Please add the following: Notice of any
default shall also be sent to Enron Corp., 1400 Smith Street, Houston, Texas
77002, Attn: Executive Vice president and General Counsel.

General Terms and Conditions
1. Section 1 - Third sentence - Please add "and written notice to Provider
as set forth in the Provider Agreement" after the word "System".

2. Section 3 - Third Sentence - Please add " during the term of this
Agreement" after the word "time".

3. Section 5 - Sixth Sentence - Please substitute "the accepting party" in
lieu of the word "User".

4. Section 5 - Seventh Sentence - Please substitute "EnergyGateway shall
cause the System to" in lieu of the phrase "The System shall".

5. Section 8 - Please delete the word "grossly" and the last phrase ", User
or a third party".

6. Section 9 - Please revise the third sentence to read "Transaction fees
will be based on the total volume set forth in an accepted transaction and
will be invoiced by EnergyGateway in full following the transaction
confirmation."

7. Section 16 - Please add the word "written" before the word "consent".

8. Section 23 - Please make this provision mutual and delete the last half of
the section beginning with "RESULTING FROM .........".

9. Section 24 - Please change Ohio to New York and delete the second
sentence. We prefer arbitration. Please let me know if you would agree to
look at our standard arbitration provision. In the fourth sentence, please
change "EnergyGateway's" to "Either party's".

10. please provide me with a copy of the privacy policy. I was unable to
locate it on your website.

Should you have any comments or questions, please call me at 713-853-9720.
Your attention to this matter is greatly appreciated.

Jason Peters