These are general conceptual concepts that need to be addressed.  I have not 
attempted to redraft the language, only to point out areas where we will need 
to work on modifications to the Contract language.


1. Section 5.01 Provision needs to be changed so that Termination Payment is 
first paid by Company to Customer and if not paid by Company after notice, 
then the Customer would be entitled to make a draw under the Surety Bond.

2. Section 5.03   Provision needs to be changed to reflect that the initial 
bond term shall be __5__ years.  At the end of the initial term, the Company 
shall either replace the bond with a new bond for remaining  term of 
prepayment, provide a letter of credit for the remaining amount of 
prepayment, or provide a corporate guaranty.  

3. Section 7.01 This provision should be okay under the Commodity Futures 
Modernization Act of 2000 enacted as of December 14, 2000.  The Customer 
needs to represent to the Company that the Customer is an "eligible contract 
participant" under the Act.

4. Section 10.02 10.02.05 - Company has no control on the substance of the 
opinion of counsel for the surety bond provider.   The substance of such 
opinion should be as negotiated between the bond providers counsel and the 
Customer.   10.02.06  Should Customers inablility to get funding be an out 
for the Customer?   10.02.08  Likewise, should the Customer's inability to 
complete any swap agreements be an out for the Customer?

5. Section 21.01 21.01.02  Company should get aleast 5 business days notice 
of nonpayment before the Customer should be entitled to cause an Early 
Termination Date.  21.01.03  As previously noted in 5.03, Company should have 
the option to provide alternative surety - as referenced in the Term Sheet.  
Contract and Term Sheet need to be made consistent.

6. Section 21.03 and 21.04   Provisions of the Contract need to be consistent 
so that all obligations of the parties are netted before any payment is 
made.  Also 21.03 should first provide for payment by the Company and if not 
made, then by the surety or other security provider.  We shouldn't have to 
pay the Termination Payment to the Customer and then invoice the Customer for 
any Market Exposure Damages under section 21.06.  These should be netted or 
aggregated in computing the Termination Payment.