---------------------- Forwarded by Elizabeth Sager/HOU/ECT on 03/27/2000 
09:28 AM ---------------------------


Michael Danielson
03/24/2000 12:44 PM
To: Elizabeth Sager/HOU/ECT@ECT, Rogers Herndon/HOU/ECT@ect, John 
Berger/HOU/ECT@ECT
cc:  
Subject: Valley Energy Contract

This is another aggregator that'll be participating in the TVA 5% program.  
They may have as much as 400MW of load.  We need to steer this contract in 
the same direction as the other ones. 


---------------------- Forwarded by Michael Danielson/HOU/ECT on 03/24/2000 
12:35 PM ---------------------------


"Jack W. Simmons" <infinergy@earthlink.net> on 03/24/2000 11:20:26 AM
To: michael.danielson@enron.com, elizabeth.sager@enron.com
cc:  
Subject: Valley Energy Contract


Mike Danielson
Elizabeth Sager

Attached are the documents Mike and I discussed.

1) Fact Sheet provided by TVA
2) Draft Master Purchase Agreement between Valley Energy and your company
3) Sample Confirmation Letter for Transactions under the Agreement

Valley Energy Corporation will be acting as purchase agent for an
aggregated group of TVA power distributors totaling about 400 MW.  We will
be purchasing blocks of 5 x 16 liquidated damages firm energy each week.
The minimum block size will be 25 MW delivered to the TVA control area.

The Draft Master Purchase Agreement reflects the requirements and
constraints placed on us as a participant in the TVA program.

Valley energy is in the process of obtaining a Line of Credit to satisfy
the credit requirements of our supplier counterparties.  We are also
interested in similar protection for situations where liquidated damages
may be due from our suppliers.

Please review the attached documents and provide me with feedback as soon
as possible.

Our objective is to be able to conduct business by April 6, 2000, which is
the first day TVA will allow us to participate.  Power purchased on April 6
would be for delivery beginning April 10, 2000.

Call if you have questions.

Thank you very much,




 - ValleyEnergyConfirmation.doc
 - masterpurchase-3-22-00.doc
 - FACT SHEET - WETM1.doc


Jack W. Simmons
Valley Energy Corporation
423 266 1885