Carlos tells me that he has had difficulty forwarding emails, so I'm sending 
this along.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 02/15/2001 04:58 
PM ---------------------------


Fred Mitro@ECT
02/15/2001 04:53 PM
To: Ben Jacoby/HOU/ECT@ECT
cc: Scott Healy/SF/ECT@ECT, Rusty Stevens/Corp/Enron@ENRON, Carlos 
Sole/NA/Enron@Enron, Kay Mann/Corp/Enron@Enron 

Subject: PSEG - Exclusivity Letter & Comments

Ben:

Attached below are PSEG's comments on the Kendall [Plano] draft Purchase 
Agreement and their proposed 1 page Option Letter.

I have asked Carlos Sole (ENA legal) to review these documents and let me 
know if the form of the Letter is acceptable to ENA legal.  PSEG indicated to 
me this afternoon that they are prepared to deposit the $300K in an account 
designated by Enron.

I have scheduled a call with PSEG at 1:30 (Houston time) tomorrow to discuss 
the letter and their due diligence/legal comments.  My first priority is to 
execute the Letter if we are comfortable with the form.  I did notice on my 
first pass that the Letter did not include language on the $3 MM Purchase 
Price.

I have set a meeting with Carlos at 9:00 am (Houston time) to go over the 
Letter and PSEG's comments.  Let me know if you would like to tie in by phone 
for that meeting (this applies to all parties on the above distribution).

Fred

---------------------- Forwarded by Fred Mitro/HOU/ECT on 02/15/2001 04:38 PM 
---------------------------


"Gilbert, Andrew E." <Andrew.Gilbert@pseg.com> on 02/15/2001 04:26:19 PM
To: "Fred Mitro (E-mail)" <Fred.Mitro@enron.com>
cc:  
Subject: Exclusivity Letter


Fred:

As we discussed, here is the letter and comments.

 <<Option Agreement 2.15.01.doc>>  <<Kendall Purchase Agreement
Comments.doc>>

Andrew (Landy) Gilbert
Director-Development
PSEG Power LLC


 - Option Agreement 2.15.01.doc
 - Kendall Purchase Agreement Comments.doc