Please give this a look and take a first stab at it.

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 01/31/2001 07:45 
PM ---------------------------


Fred Mitro@ECT
01/31/2001 10:47 AM
To: Kay Mann/Corp/Enron@Enron
cc: Ben Jacoby/HOU/ECT@ECT 

Subject: Constellation Power - CA

Kay:

I have been talking with a developer at Constellation Power in Baltimore 
regarding their interest in our development entities in several eastern U.S. 
regions.  He indicated that their interest in Illinois is low, but that they 
have a higher degree of interest in our development projects in the following 
areas:
 
 Missouri
 Georgia
 TVA region
 Louisiana

Please prepare a draft CA that I can forward to Constellation for their 
review.  It should encompass the above 4 regions.  The CA should also include 
the following:

Unilateral language (Constellation keeps ENA information confidential - ENA 
not obligated to do the same for Constellation information)
No non-compete language
Texas law governs (let's start with this - and I'll default to New York law 
if Constellation balks at Texas)
2 year term
Counterparty:   Constellation Power
Contact: Mr. Todd Jaffe

Call me to discuss.  If you are tied up in NY, can Kathleen prepare this 
using one of our recent CA's with other developers? (i.e.Entergy)

Let me know.

Fred