Thanks.  Do you have some free time today?  I'm not sure about our schedule, 
but if we have free time which matches up with you, I would like to spend 
some time discussing the issues.

Kay




"JON R MOSTEL" <JRMOSTEL@LLGM.COM> on 02/01/2001 08:36:23 AM
To: Kay.Mann@enron.com
cc:  

Subject: Re: coop city outline

Kay:

Thanks for the update.  I thought I'd reply so you would have my e-mail 
address available.

NOTICE:  This e-mail, including attachments, contains information that is 
confidential and it may be protected by the attorney/client or other 
privileges.  This e-mail, including attachments, constitutes non-public 
information intended to be conveyed only to the designated recipient(s).  If 
you are not an intended recipient, please delete this e-mail, incluidng 
attachments, and notify me by return mail, e-mail or at (212) 424-8220.  The 
unauthorized use, dissemination, distribution or reproduction of this e-mail, 
inclduing attachments, is prohibited and may be unlawful.

Jon R. Mostel
LeBoeuf, Lamb, Greene & MacRae, LLP
125 West 55th Street
New York, N.Y. 10019
Tel.:  (212) 424-8220
Fax:  (212) 424-8500
jrmostel@llgm.com

>>> <Kay.Mann@enron.com> 02/01/01 09:36AM >>>
Hi John,

Mark and I are still working at the hotel, waiting to hear from the
counterparty.

Could you forward this to Jon?  I don't have his email address.

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 02/01/2001 08:34
AM ---------------------------


"Mark Bernstein" <delivertomark@hotmail.com> on 02/01/2001 08:30:37 AM

To:   kay.mann@enron.com 
cc:

Subject:  coop city outline

Kay,

I don't have the "sent" e-mail, but here is my outline:

thank



ASSET MANAGEMENT
   1.      Every December 1 the benchmark is set for next year's gas cost.
     The benchmark is adjusted for basis and transport.
   2.      The benchmark for gas purchases will be adjusted for a gas load
     factor to account for the non-block nature of gas consumption.
   3.      Enron will serve full requirements power and steam at the
     benchmark cost.
   4.      If unit 1 is down, Enron will serve Co-op City based on
     prevailing gas market price.
   5.      If Enron does nothing but serve power and steam from the
     project, actual cost will equal benchmark cost and Enron earns
     nothing.
   6.      If Enron can shut down the generators and buy power cheaper from
     the market than it could generate and sell the gas for a profit, the
     net reduces the average cost of gas.
   7.      Enron is only incentivized to buy gas and sell power or buy
     power and sell gas if there is a net benefit to Co-op City
   8.      A Co-op City book will be kept and audited to keep track of the
     gas and power purchases and sales to calculate the asset management
     performance.


DEVELOPMENT RISK CAPITAL
   1.      Enron will commit development risk capital for:
     Permit preparation and application
     Preliminary engineering
     Site due diligence
     Securing turbines
   1.      Need to negotiate terms for development agreement


ENGINEERING, PROCUREMENT AND CONSTRUCTION
   1.      Enron will perform EPC services at cost plus up to an estimate.
     The plus however, is not at risk.
   2.      The EPC contract must be executed after the asset management
     agreement so that there is no appearance of consideration between the
     two agreements.
   3.      Commercial operations date will float relative to the issuance
     of permits.


OPERATIONS
   1.      Enron will dispatch the plant and procure gas and power so as to
     maximize plant efficiency and economics per the asset management
     agreement.


MAINTENANCE
   1.      Enron will act as agent on behalf of Co-op City to negotiate a
     long term maintenance agreement, with a third party, subject to Co-op
     City's approval.
   2.      Enron will manage the maintenance contract and coordinate
     planned outages so as to maximize project value under the asset
     management agreement.



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