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: