I sent this to Hodge and Sager for their comments.

 -----Original Message-----
From: 	Williams, Robert C.  
Sent:	Thursday, June 14, 2001 4:32 PM
To:	Frazier, Lamar; Dotson, Marcus
Cc:	Sanders, Richard B.; Sharp, Vicki; 'lengels@brobeck.com'; 'jwhite@brobeck.com'; 'lacyr@sullcrom.com'; Smith, Mike
Subject:	Forward Contract Termination Notices

Pending Mark Haedicke's okay, here are my suggested termination notices to Unisil and Tri-Valley Growers:

     UNISIL:

                [Date}

                [Jason to provide attorney name]

 

                 Re:  Power Sales Agreement between UniSil Corporation and Enron Energy Marketing Corp., 
                         successor by merger to PG&E Energy Services Corp.("EEMC"), originally entered into
                         between EEMC and UniSil Corp. as of December 5, 1997, and subsequently assigned 
                         to UniSil Acquisition Corp. (the "Agreement")

                  Dear ___________:

                  Pursuant to Section 3.3.2 of the Agreeement and Section 556 of the Bankruptcy Code, EEMC hereby terminates 
                  the Agreement, effective immediately.


                  Very truly yours,  


                   Marcus?


TRI VALLEY GROWERS:



                    [Date]


                    [Marcus--who is Tri Valley Growers' bankruptcy counsel?]

                    
                    Re:  Retail Power Sales Contract between Tri Valley Growers and Enron Energy Marketing Corp., successor 
                           by merger to PG&E Energy Services Corp. ("EEMC"), entered into as of August 28, 1998 (the "Contract")

                    [Same as UniSil except Contract not Agreement]