All:

As some of you may be aware, we appear to be getting close to entering a 
transaction with NSTAR to serve its all-requirements power needs for its 
Residential and Commercial customer class Default Service obligations.  The 
deal would be for a term of 6 or 12 months commencing July 1, 2001.  NSTAR's 
service territory covers Boston and surrounds, as well as south-eastern 
Massachusetts.  This prospective deal is very similar in nature to the 
Standard Offer Service deals we have entered into with United Illuminating, 
NSTAR, and most recently, Central Maine Power.

Here is the status at this point:
NSTAR achieved various levels of signoff for the basic deal structure (both 
with regulators and internal senior management).  NSTAR has indicated that it 
has basically come down to price and they could potentially pull the trigger 
as early as Monday, but certainly within a couple of days at the most.
NSTAR has requested updated pricing by 10 AM Eastern on Monday 3/26 to be 
held firm through COB same day (contingent upon execution of definitive 
agreements by that time).  They are seeking pricing updates from competing 
suppliers so we are not exclusive at this point.
NSTAR/Enron have worked through our extensive markups on their proposed 
contract, and have compiled a list of outstanding contract issues. (Note: 
Marcus Nettelton has been leading our legal efforts on this deal, and can be 
reached at 5-8161 to discuss contract issues).   While the number of 
outstanding contract items are numerous at this point, my sense is that there 
are no real deal breakers on either their end or ours.  In fact, they have 
agreed to many of the open issues in our previous contract with them for 
Standard Offer Service, so they could potentially agree to our terms without 
much delay, thereby potentially making execution on Monday a possibility.

Attached is a draft DASH for this deal .  I request that you review it 
promptly with a goal to have each of your signoffs for this deal in principle 
by mid-afternoon on Monday so as to enable us to transact on Monday if 
necessary.  The parameters that are still in motion are:  (1) price (again to 
e updated Monday morning), but will maintain same NPV value; (2) term (they 
may end up just going for 6 months); and (3) exact volume they source from 
us.  As for volume, they indicated they may want to go with us for something 
less than 100% of their requirements for the first 6 months (they estimate 
anywhere between 50-100%), and then potentially a smaller percentage for the 
second 6 months if they do end up doing a 12-month deal.  

Please feel free to call me (978-449-9936 office, 978-448-9260 home over the 
weekend) if you would like to discuss in more detail.   Berney Aucoin in 
Structuring will be on point to run internal traps on Monday as may be 
necessary.  Thanks in advance.

Regards
John