---------------------- Forwarded by Kay Mann/Corp/Enron on 03/30/2001 02:32 
PM ---------------------------
   
	
	
	From:  Chris Booth                           03/30/2001 02:24 PM
	

To: Kay Mann/Corp/Enron@Enron
cc: Ben Jacoby 

Subject: Exclusivity Agreement

Kay,

What are your feeling about Montana Power's counter?  My comment would be to 
add a clause saying that MPC would have x (5?) many days to respond to ENA 
once notified that the turbine is again available for sale.

Chris

4.   If during the Term, MPC determines it does not desire to proceed with
the purchase of the Turbine, MPC shall promptly notify ENA in writing, and
this Agreement shall automatically terminate upon the earlier of the date of
ENA's receipt of such notice or the expiration of the Term, without any
further liability of either Party to the other hereunder.  If, during the
Term, ENA determines in good faith that it is unable to negotiate for the
sale of the Turbine due to circumstances relating to the generator, it shall
notify MPC and refund the Consideration; provided, however, that if ENA
offers the Turbine for sale within 14 days of the termination in connection 
with the foregoing, then MPC shall be entitled to an additional exclusivity 
period of 10  business days to negotiate a definitive agreement in accordance 
with the terms of this agreement. (or something like that)