Jeff and Kayne,

Attached are the contract Exhibits for Asset Management Services and 
Scheduling Services.  Please look at each bullet item and write some specific 
detail about what it is exactly we are committing to.  The driver behind this 
is the legal position Mississippi law puts us in with respect to 
consequential damages--we need to be very clear about what it is we are going 
to do.  For example, it is not enough to say that we will do "load 
forecasting."

We need to put the detail behind "load forecasting."  For example  ..."EPMI 
will create a load forecasting model and perform load forecasting for MDEA 
using historic energy load data and corresponding historic ambient 
temperature data provided by Clarksdale and Yazoo City.  The model will be 
based on the highly positively correlated realtionship between energy load 
and ambient temperature.  Energy load will be forecasted using the National 
Weather Service forecasted temperatures for the Clarksdale and Yazoo CIty 
areas.  The energy load at each city will be forecasted seperately and 
aggregated as the MDEA energy load.  The MDEA energy load forecast will be 
calcualted weekly and revised daily."

Let me know what items you cant ake and I'll get help on the rest.

Thanks,

Reagan