ATTORNEY CLIENT PRIVILEGED COMMUNICATION

Below is the proposed "7/7" and early termination language for the current CA contract push.  Please review and provide me any feedback.  This language is the same as what we used in late June, with the exception that the termination date is 8-27 at 1:00 pm.  One concern I have that we need to work through:  In June our termination date was after the CPUC meeting but before the date we believed DA would end.  Recall that this changed upon the CPUC delay.  Here, it sounds like 8-23 is both the date of the meeting and the date DA could end (in fact, it might even end as of some retroactive date).  Thus, we have some increased risk that a regulator could decide that our contract was not effective before the 23rd because of the termination right. 

It is my understanding that we are pricing new CA deals off the master between now and 8-23, with the inclusion of this language.  There is a list of about 10 prospects that Lamar will be circulating later today.  

Please send me any comments or questions.  MDS

		
TERMINATION FOR FAILURE TO OBTAIN DIRECT ACCESS SERVICE:	Notwithstanding anything in the Agreement to the contrary, if, during the first 7 Business Days after this Transaction is effective, (i) we have not received notification from the applicable Utility that a direct access service request submitted by us with respect to any Account has been accepted by the Utility; or (ii) a Change in Law occurs which prevents, or would be reasonably likely to prevent, us from transferring any Account to direct access service, we may terminate this Transaction as to any Account that we are unable to transfer to direct access service.  Such termination will be effective immediately upon written notice to you, and neither Party shall incur any liability to the other Party as result of termination under this provision, including the payment of an Early Termination Payment.  In the case of a termination under this provision, any Account(s) so terminated will be deleted from Schedule 1, and this Transaction will remain in full force and effect for any Account(s) not so terminated. We may elect to extend the 7 Business Day period set forth above for up to an additional 7 Business Days upon written notice to you within such initial 7 Business Day period. Any notice under this provision shall be by facsimile or electronic mail and will be deemed to be received when transmitted.	
		
EESI EARLY TERMINATION:	Notwithstanding anything in the Agreement to the contrary, at any time during the period between the date this Transaction is effective and 1:00 p.m., Central Time, on August 27, 2001, we may terminate this Transaction for any reason by written notice to you.  Such termination will be effective immediately upon such written notice, and neither Party shall incur any liability to the other Party as a result of termination under this provision, including the payment of an Early Termination Payment.  Any notice provided under this provision shall be made by facsimile or electronic mail and shall be deemed received when transmitted.