I am attaching a structure chart showing what we think would be the best
alternative for the swapco transaction (if necessary).  This structure
would require ESVL Corp. to obtain a FERC Power Marketing Certificate and
would be the actual operating entity.  We are also indifferent if instead
of the corporation we use another LLC as the operating company below ERMT
LLC.

Let me know when you will be available this afternoon to discuss the
attached and the required documentation.  It is in Visio format, so if you
can't open it, let me know and I can fax it to you if you give me a
confidential fax number.  Thanks.

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(Swapco Structure Chart) (See attached file: 5zl#01!.VSD)
 - 5zl#01!.VSD