Jeff

Here is what I am working with.  You may share it with your attorneys, but
it is not for widespread distribution yet.  If y'all can find your way
clear to say, "cut NewPower loose," I would really appreciate it.  If you
can't, I understand.

Kathleen
----- Forwarded by Kathleen Magruder/HOU/NewPower on 12/15/01 01:00 PM
-----
                                                                                          
                                                                                          
                                               To: "Dan Douglass"                         
                                                   <douglass@earthlink.net>,              
                                                   douglass@energyattorney.com            
                                               cc: marc.manly@newpower.com                
                  Kathleen Magruder            Subject:    Re: Response to OII(Document   
                 12/15/01   12:35 PM               link: Kathleen Magruder)               
                                                                                          
          ----------------------------------+                                             



Marc and Dan

Here is my latest version.  I have incorporated Dan's suggestions and have
added the introduction.  I want to keep the document as short as possible
so it will be read.

Dan

You will need to put this into the right format (heading, docket number,
etc.)  I am uncertain how/where to incorporate the plea for exemption or if
we should call it a motion to dismiss or what.  I will rely on your local
experience.  Clearly our goal is to get cut loose as quickly as possible.

Marc

You will note that I have called Enron a shareholder, but have not
identified how big a shareholder they are.  Is that too cute?  Should we go
on and 'fess up to the 43% share here?

Both

I am travelling Sunday and will be in Texas Monday - Wed.  My suggestion on
changes is this:  Marc, you can fax Dan at 818/346-6502.  You can call Dan
at 818/596-2201.  (Dan: Marc is my boss, so we try to do what he says.)  I
understand Dan needs this by noon on Monday because of travel and logistic
issues.  If you would both be so kind, please fax to me as well c/o Suzanne
Bertin @ 512/320-5920.  My cell phone is 914/646-3913.  I listen to
voicemail at the office regularly, tho, so feel free to leave a message
there.

Kathleen(See attached file: CA-OII response.doc)