Ben:

Attached is the ComEd Letter of Intent to interconnect at the Pontiac TSS.  
Under the guidelines of Appendix K of ComEd's Open Access Transmission 
Tarriff, we are required to execute this LOI within 15 days of the date of 
receipt (7/7/00) in order to maintain our current position (6/12/00) in the 
ComEd queue.  If we execute after 7/22/00, then the date our date in the 
ComEd queue becomes the date of execution of the LOI.

Appendix K provides that once the LOI is executed, ComEd shall provide Enron 
with an Interconnection Study (IS)  and Project Diagram (PD) within 45 days 
(ComEd has the option to extend another 30 days, if needed).  The IS and PD 
will provide Enron with a description of the upgrades required and an 
estimate of the proposed allocation of the cost to interconnect.  The IS and 
PD do not provide Enron with information on transmission availability (ie 
ATC), this would be addressed by the Interconnection Feasibility Study 
currently in progress by ComEd (I am expecting the results of this IFS in the 
next 2-3 weeks).  

ComEd informed me in a discussion yesterday afternoon that their current 
interpretation of AppendixK provides that if the commercial start date of a 
proposed IPP project is delayed, that there is no impact to that proposed 
projects' queue position relative to competing projects provided that all 
interconnection milestones (LOI, PD, Notice To Proceed, and IA) remain 
current.  ComEd further indicated that such a delay would result in a project 
with an inferior queue position (i.e. Wizvest) being charged with the 
necessary system upgrade costs even though their project would come on line 
prior to the project with the superior queue position.  I will request that 
this interpretation be confirmed by ComEd in writing to Enron. (This 
interpretation obviously has a large value implication for the Torrence site 
relative to the Wizvest planned '01 interconnect).

I will review this letter on the plane to Houston this afternoon.  I believe 
that it authorizes ComEd to spend up to $100K on engineering related to the 
interconnect design.  It also addresses the ordering and payment 
responsibilities for long-lead equipment required to facilitate the proposed 
interconnection.  Based upon our development budget discussions earlier this 
week,  we obviously do not want to incurr long-lead equipment charges prior 
to having a clear value proposition in our sights.  I will have 
recommendations ready for you on these issues by Wednesday.  I am 
simaltaneously forwarding it to Kay Mann for her review so that we will be in 
a position to move forward to execution prior to 7/22 if we choose to do so.  
From a legal standpoint, this is ComEd's boilerplate LOI.  I believe that we 
executed a similar LOI for Wilton Center in early 1999 under Des Plaines 
Green Land Development, L.L.C. 

Call me if you wish to discuss.

Fred
---------------------- Forwarded by Fred Mitro/HOU/ECT on 07/07/2000 05:43 PM 
---------------------------


<Bruce.L.Tanouye@ucm.com> on 07/07/2000 04:20:33 PM
To: fred.mitro@enron.com
cc: Robert.D.Koszyk@ucm.com, Carter.C.Culver@ucm.com 
Subject: Titan Land Development, LLC; Pontiac Letter of Intent


Fred,

Thank you for your request to Interconnect new generating facilities per
your request to, Steven T. Naumann, Transmission Services Vice President.
Please execute the Letter of Intent per the attachments to maintain your
place in the queue of Applicants for interconnection.


 <<1XM10!7.7.00.DOC>>  <<LOI attachmwn_7_7_00pontiac.doc>>

Thank You

Bruce L. Tanouye
Com*Ed Transmission Services
Independent Power Production Services
Phone:  708-410-5276
Fax:  708-410-5900
E-Mail:  bruce.l.tanouye@ucm.com



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 - 1XM10!7.7.00.DOC
 - LOI attachmwn_7_7_00pontiac.doc