Subject: Agreement
From: [email-masked]
To: [email-masked]
Cc: [email-masked]
Date: Wed, 21 Feb 2001 23:09:00 -0800 (PST)

The Following are our  recommended changes to the agreement( I would also 
like to discuss the waiver of conflicts section with you):

Page 2, item (3) should read "The payment of a "project fee" of $175,000 upon 
the achievement of each milestone described in Exhibit A to this letter.

Item (4) should read "The payment of a "project fee" equal to 2% of the 
project's total cost upon the achievement of the milestone described in 
Exhibit B to this letter.

Exhibit A should read as follows:

Individual milestones subject to "project fee" payments:

1. With respect to Haywood Power I, L.L.C. ("Haywood Power"), the abandonment 
by the Tennessee Valley Authority ("TVA") of its proposed 320 MW expansion of 
its Haywood County, Tennessee facility ("Lagoon Creek"), which results in 
Haywood Power being allowed by TVA to interconnect into an existing 500kV 
open bus position in the Lagoon Creek substation. Achievement of this 
milestone shall be evidenced by the interconnection specifications set forth 
in an Interconnection Agreement between TVA and Haywood Power, and the 
milestone shall be deemed to be achieved upon execution of said 
Interconnection Agreement.

2. With respect to Haywood Power, the decision by TVA to eliminate the 
Network Upgrade related to the reactive power requirements as set forth in 
Haywood Power's System Impact Study, presently estimated at a total cost of 
$5 million.  Achievement of this milestone shall be evidenced by the Network 
Upgrade requirements set forth in an Interconnection Agreement between TVA 
and Haywood Power, and the milestone shall be deemed to be fully achieved 
upon execution of said Interconnection Agreement to the extent such Network 
Upgrade cost is eliminated. To the extent that such Network Upgrade cost is 
less than $5 million, but greater than zero, a pro rata portion of the 
$175,000 project fee shall be paid.

3. With respect to Calvert City Power I, L.L.C. ("Calvert"), the elimination 
of TVA's present requirement for Calvert to pay for a Network Upgrade 
consisting of the construction of a new 30 mile 500kV transmission line from 
Cumberland to Montgomery. Achievement of this milestone shall be deemed to 
occur upon (i) Calvert having determined in its sole and absolute discretion 
that the overall project economics of its 510 MW generation facility are 
viable, and (ii) execution of an Interconnection Agreement between TVA and 
Calvert.

Exhibit B should read as follows:

The development and construction of a generating facility in cooperation with 
or partnership with certain distributors of the TVA (a "Development 
Project"). Any such Development Project shall initially be proposed by Wyatt 
or Sideview Partners, Inc.exclusively  to Enron. Enron shall have thirty(30) 
days to make a determination as to whether to proceed with any proposed 
Development Project. Enron shall not have any obligation to proceed with any 
Development Project. At such time as all definitive agreements related to the 
Development Project have been executed, the Development Project shall be 
deemed to be an approved Development Project (an "Approved Project"). For 
purposes of payment of the project fee, the milestone shall be deemed to be 
achieved, for Approved Projects only, 50% upon the commencement of 
construction of the Approved Project, and 50% upon commencement of commercial 
operation of the Approved Project. For the avoidance of doubt, a project fee 
shall not be payable for any Development Project unless it becomes an 
Approved Project as defined herein.