Here is what I have so far, I apologize for not sending these yesterday.

1)  Definitions - 

 Fuel Costs - Refers to ET Fuel costs.  I don't think this is defined 
anywhere, and in the TECO transaction this refers to existing gas supply 
contracts.  Reagan - Does MDEA   have any existing gas supply contracts?

 As a general comment, do we need to define the cost of serving their load 
through third party purchases? 

2)  Section 2 - Term

 Whose option is it to extend the term of this deal?  It sounds like both 
parties have the right to extend, but then later in the paragraph it states 
MDEA has the right to extend.  In the TECO agreement, TECO had a unilateral 
right to extend the contract for the first year.

3)  Section 8 - Accounting and Reports

 paragraph (c) refers to Existing Transactions - I thought we were taking 
this out.

4)  Section 10 - Delivery Point and Title

 Do we need to state where EPMI delivers to MDEA?

5)  Section 11 - Fuel Management Services

  It is my understanding that at the beginning of this agreement, ENA will 
'sleeve' the gas purchases, and the ultimate goal is to help MDEA set up 
master agreements with multiple parties.  However, my interpretation of the 
statement in para (a) "The parties recognize that without MDEA's full and 
active participation....EPMI will not be able to procure fuel for the 
facilities or seek to reduce Fuel Costs,"  is that we will not be sleeving 
any gas purchases.  Is this the case?

6)  Section 13 - Payment and Fees

 It is my expectation that most months, we will be billing MDEA to pay our 
costs of serving their load, not redeeming to MDEA the Market Proceeds.  I 
think that para (a) is a little confusing because it mixes the two of these 
together.  I think it may be easier to understand if these two are broken out.

 Also, there will be times that we may have to sell off energy that we have 
overpurchased to serve their load.  We need to explicitly define how this 
will be handled.

Reagan - Here are a few comments about the exhibits:

1)  Exhibit [] - Reports

 I think I said this in my last e-mail, but the P&L, Risk Statement will not 
include 'various risk indicators for MDEA's power output for the term of this 
agreement' We may need to talk about this further.


2)  Exhibit XX - MDEA EPMI Incentive Fee Calculation

 Let's talk about this.

I'll let ya'll know if there is anything else!  

Thanks,

E