Dan,

Would you please review a draft side letter that would cover the end of 
quarter
true-up calculation?  With the uncertainty of the prices in the power market, 
we would
like to just have a side letter to address the end of quarter true-up 
payment.  It also
is possible that we may want to have multilple on-peak  or off-peak agreements
that will be executed.

Feel free to change as needed.

Ruth