FYI.  No action required.
---------------------- Forwarded by Kay Mann/Corp/Enron on 01/24/2001 05:32 
PM ---------------------------


Fred Mitro@ECT
01/24/2001 05:26 PM
To: Kay Mann/Corp/Enron@Enron
cc: Rusty Stevens/Corp/Enron@ENRON, Ben Jacoby/HOU/ECT@ECT 

Subject: SPA: Illinois Project Entities  

Kay:

As we discussed, I have been working with a counterparty interested in 
purchasing one or both of ENA's Illinois development project LLC's.  The 
counterparty is listed below:
  PSEG Americas Development Company, L.L.C.
  35 Waterview Blvd.
  Parsippany, NJ  94105

The key points of the proposed transaction are:

1.  The transaction would be an outright purchase of 100% of the member 
interests in one or both of the following project entities:

 Kendall New Century Development, L.L.C.
 Titan Land Development Company, L.L.C.

2.  The purchase price of 100% of the member interests would be:

 Kendall New Century Development, L.L.C.: $3,000,000.00
 Titan Land Development Company, L.L.C.: $6,000,000.00

Lisa Mellancamp was the ENA attorney who handled the CA between ENA and PSEG 
before Christmas.  At the end of November, Lisa engaged Corey Brown at 
Bracewell & Patterson to handle the preparation of a draft Securities 
Purchase Agreement in conjunction with our discussions with Coastal Power.  
Corey prepared a draft SPA based upon an option to purchase structure, but 
Coastal Power backed away from the transaction in early December.

I have received a letter from PSEG Power LLC indicating their interest in 
proceeding with a transaction in the near future.  I will forward you a copy 
of this letter for your records.  They have verbally indicated that the 
Purchase Price(s) of $3 MM and $6 MM respectively, are acceptable to them.

I believe that this is the appropriate time to bring you into the process and 
transfer things from Lisa to yourself.  Please call me to discuss the SPA 
once you have reviewed the appropriate documents.  I will be in Chicago 
tomorrow.  I can be reached by cell at (713) 412-4612 or leave me a 
voicemail.  I will be in the Houston office by noon on Friday.

Thanks,
Fred