Subject: Assignment
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked], [email-masked], [email-masked], [email-masked]
Date: Fri, 21 Jul 2000 03:11:00 -0700 (PDT)

We need to talk about issues surrounding assignment of CES assets.  I will 
need someone to champion things on your end.  Our deal is closing on 
7/31/00.  All activity related to August will accrue to New Power.  I.e. all 
Aug. hedges should settle with New Power.  All Aug invoices should be 
rendered to New Power.  We are assuming the Master Physical and Financial 
Swap agreements and the mass market portions of the Asset Assignment 
Agreement and related Gas purchase agreement and amendments as discussed.

We have had some discussion over things that we both want relative to the 
changeover but have not formalized anything.(monthly demand fee, honor 
storage and physical positions, BGE capacity control, right to seek other 
markets for pricing, etc.)  The most pertinent item should be having ENA 
quickly review and approve assignment of the master agreements.  Then we will 
need to be recognized as the holder of all underlying transactions. Can you 
run this charge?  Do you need a formal notice from CES on assignment? Have 
you received one yet?  Secondly, we probably need paper in place to formalize 
our position assuming the mass market portion of the agreements referenced 
above.  

I may be hard to get a hold of today, but would be available first thing 
Monday morning to discuss.  Let me know what's available on your schedule.  
Thanks