Subject: swapco structure
From: [email-masked]
To: [email-masked]
Cc: legal <[email-masked]>
Date: Fri, 2 Nov 2001 11:38:01 -0800 (PST)

I am attaching a structure chart showing what we think would be the best
alternative for the swapco transaction (if necessary).  This structure
would require ESVL Corp. to obtain a FERC Power Marketing Certificate and
would be the actual operating entity.  We are also indifferent if instead
of the corporation we use another LLC as the operating company below ERMT
LLC.

Let me know when you will be available this afternoon to discuss the
attached and the required documentation.  It is in Visio format, so if you
can't open it, let me know and I can fax it to you if you give me a
confidential fax number.  Thanks.

**********NOTE**********
The information contained in this email message is intended only
for use of the individual or entity named above.  If the reader
of this message is not the intended recipient, or the employee or
agent responsible to deliver it to the intended recipient, you
are hereby notified that any dissemination, distribution or
copying of this communication is strictly prohibited.  If you
have received this communication in error, please immediately
notify us by telephone (214-746-7700), and destroy the original
message. Thank you.

(Swapco Structure Chart) (See attached file: 5zl#01!.VSD)
 - 5zl#01!.VSD