I'm having copies made of the due diligence binders.
---------------------- Forwarded by Kay Mann/Corp/Enron on 02/05/2001 02:44 
PM ---------------------------


Fred Mitro@ECT
01/31/2001 08:41 AM
To: Kay Mann/Corp/Enron@Enron
cc: Rusty Stevens/Corp/Enron@ENRON 

Subject: SPA- Comments

Kay:

Here are my comments on the draft Kendall SPA:

1.  I assume that we are preparing a separate SPA for Kendall New Century 
Development, LLC and Titan Land Development Company, LLC.  I will deliver a 
project binder on Titan to your office this morning.  

2.  Section 2.1 Purchase Price:  The Purchase Price in the Kendall SPA should 
be $3,000,000.00.  The Purchase Price in the Titan SPA should be 
$6,000,000.00.

3.  Section 2.2 Termination Date:  I would like to propose March 15, 2001 as 
a [Kendall]Termination Date.  If PSEG and ENA can agree on the form of the 
document and sign within the next  2-3 weeks, that would leave a 3 week 
window prior to the Termination Date.  This seems like plenty of time to 
arrange the wire transfer and set-up the transfer of the member interests. 
(Do you see any problem with this timeline?).

4.  Section 7.1(b) Purchaser Indemnification:  The agreements states 
$3,500,000.  Shouldn't this number be $3,000,000 (equal to the Purchase 
Price).

5.  Page A-2:  The Purchaser signature block currently reads Coastal Power 
Corporation.  This should read [Purchaser].

 I would like to deliver the Kendall SPA to PSEG as soon as possible.  Please 
forward me an [Kendall] electronic version once the changes have been made. 
Let me know the timing on a draft SPA for Titan LLC. 

Thanks,
Fred