Fred,

Sounds "do able".  Please contemplate what would be acceptable as "outs" for 
them and for us.  A,lso, will you be getting RAC involved soon since we are 
contemplating a binding agreement in the near future?

My best guess is that the LOI will be prepared in house, but I will discuss 
this with Carlos, and we will advise K & S of their role.

Thanks,

Kay




Fred Mitro@ECT
02/12/2001 01:48 PM
To: Kay Mann/Corp/Enron@Enron
cc: Rusty Stevens/Corp/Enron@ENRON, Scott Healy/SF/ECT@ECT, Ben 
Jacoby/HOU/ECT@ECT 

Subject: PSEG Request

Kay:

I talked with PSEG this morning.  PSEG would like to negotiate and sign a 
binding LOI regarding the Kendall project site in Illinois prior to 
negotiating and executing the Definitive SPA.  The specifics of this LOI are:

 PSEG would pay an up-front $300,000 payment to ENA 
 This payment would be non-refundable unless PSEG discovered a "fatal flaw" 
in the project (we will have to carefully define this concept)
 The binding LOI would establish a date by which the SPA would be executed or 
PSEG would forfeit the up-front payment
 The $2.7 MM balance of the Purchase Price would be due upon closing (signing 
the SPA and transferring the member interests).

I believe that PSEG is getting nervous that we may close on the Kendall LLC 
with another Buyer before they get their act together.

Call me to discuss the timing of drafting such an LOI.  I would like to 
strike on PSEG while they are anxious and motivated.  My goal is to send the 
LOI to PSEG by Wednesday of this week.  I can work directly with Carolyn if 
that is the most efficient approach.

Fred