Hi Carolyn,

Here are my intial comments on the letter agreement and LLC:

1.  Will there be a second set of documents for the LLC getting the 
transformer as well as the turbine?

2.  Tax liability - I think we should broaden the tax section to offload 
responsibility for taxes related to the transfer and ownership of the 
equipment, not just the sale.  I believe this should be a TEH responsibility.

3.  Terminology - Breakout contract should be Facility Agreement, and 
commercial operations should be as defined in the Facility Agreement (a 
reference is fine).

4.  Confidentiality - any reason not to have them agree to be bound by the 
confidentiality provisions in the facility agreement?  If fact, please review 
the confidentiality provisions in the GE agreement so that we can discuss 
same.

5.  Creditworthiness - looks like we may have an issue here.  We should 
specifiy that the note should be from a credit worthy entity, or guaranteed 
by a credit worthy entity.  

6.  Timing of delivery of contract and funding -  in discussing this matter 
with our commercial lead, Ben Jacoby, he indicated that he believed that the 
obligation to fund would be contemporaneous with the delivery of the facility 
agreement, or stated another way, a condition precedent to the obligation to 
fund as opposed to existing (as a signed document) as of the time of signing.

7.  Reps - as we discussed, Enron should rep that it has the ability to 
convey the equipment, or other such language, as opposed to getting into the 
nitty gritty of our financing structure.

I'm still reviewing and collecting comments, but this gives you an idea of 
where we are headed.

Thanks,

Kay