I do not necessarily anticipate a problem, but because I believe that Enron 
is considering the possibility of entering into another transaction with 
Ameresco, I have asked Lance Schuler to make sure that there is no conflict 
or other unintended result.  Having said that, I have no substantative 
problem with the provision addressed by Kay's email.  But let's make sure we 
run this one trap first.

Thanks,
Mark

 -----Original Message-----
From:  Mann, Kay  
Sent: Monday, May 14, 2001 1:01 PM
To: Metts, Mark; Timothy J Detmering/HOU/ECT@ENRON
Cc: Llodra, John; Duran, W. David; Schuler-Legal, Lance
Subject: Confidentiality agreement

Gentlemen,

I'm with EWS Legal, and I'm working with John Llodra (East Power origination) 
concerning a confidentiality agreement with Ameresco.  The proposed 
transaction is described as follows:

 A potential power plant site development and asset management services 
related to the Island End Generation Project, a nominal  365 MW combined 
cycle power generation facility, proposed to be located in Everett, 
Massachusetts.

The current draft of the CA contains this language:

 From the time of the signing of this Agreement until October 1, 2001 neither 
Party shall pursue the Proposed Transaction without  the participation of the 
other Party, unless the other Party consents in writing or notifies the other 
Party that it does not intend to   pursue the Proposed Transaction.

In accordance with policy, this issue is being submitted to you for your 
review.  

John can be contacted at 978 449 9936.  My extension is 57566.

Thank you,

Kay

Here is the entire CA:

 << File: Enron Bilateral CA Draft 5 reAmeresco 050901.doc >>