Attached are drafts of (i) the Kinko's Electric Master, and (ii) the Transaction Agreement to be entered into with Kinko's for applicable Texas facilities.  Each of the enclosed documents has been "red-lined" against the most current version of the form from which it was originated.

Please note the following in connection with your review of the attached documents:

1.   Credit is still receiving information from Kinko's and the credit requirements have yet to be determined.  The standard credit language has been retained in Section 3.6 of the Master, but will probably be deleted or modified once the specific credit requirements are agreed upon.  As noted, specific credit terms will be included in the Transaction Agreement.

2.  The Transaction Agreement includes a "green" energy provision, under which EESI agrees to utilize renewable energy sources or obtain renewable energy credits, and to assign the associated environmental attributes to Kinko's.  The cost to EESI of the renewable energy credits will be reflected in the pricing.  The arrangement with respect to "green" power is also refered to in Section 2.8 of the Master.

3.  At Kinko's request, the right to terminate as a result of a "Change in Law" has been made mutual in Section 3.8 of the Master.  However, if Kinko's terminates, the Early Termination Payment is still determined under the methodology of Section 3.3 as if EESI were the Non-Defaulting Party.  

Please let me know if you have any questions or comments with respect to the attached documents.  We are hoping to send drafts out to Kinko's by tomorrow.

Paul