Gerald:

Attached please find a red-line fo the EESI/ECSC agreement with my proposed 
revisions and comments.  I focused my comments on the provisions relating to 
the sale of energy by EESI and will defer to your review with regard to other 
aspects of the contract (although I did make various comments throughout the 
document for your consideration.)

Please give me a call tomorrow if you want to discuss any of my revisions.

Regards,

Leslie