<PAGE>

                                                                   EXHIBIT 10.13

FORM OF EMPLOYEE SUBSCRIPTION AGREEMENT

The following officers executed the attached form of subscription agreement with
TNPC, Inc.:

<TABLE>
<CAPTION>
Name                                                 Number of Shares
----                                                 ----------------
<S>                                                  <C>
H. Eugene Lockhart                                       18,000
William I Jacobs                                         18,000
James P. Badum                                           18,000
David A. Eichinger                                       18,000
Marc E. Manly                                            18,000
A.S.A. Wyatt                                              6,000
Kathryn A. Johnson                                        5,000
Stephen A. Nolan                                         12,000
Timothy E. Vail                                          18,000
Kathleen E. Magruder                                      1,000
Jennifer H. Tektiriois                                   18,000
Rebecca M. George                                        18,000
Paul Halpern                                              8,000
</TABLE>


<PAGE>

                                                                      (Officers)

                              SUBSCRIPTION AGREEMENT

         THIS SUBSCRIPTION AGREEMENT (the "Agreement") is entered into
between TNPC, Inc., a Delaware corporation (the "Company"), and the
individual named on the signature page hereof ("Stockholder").

         WHEREAS, Stockholder has agreed to contribute cash to the Company in
exchange for shares of non-voting common stock, par value $0.01 per share, of
the Company ("Non-Voting Common Stock"); and

         WHEREAS, Stockholder and the Company wish to set forth the terms on
which the shares of Non-Voting Common Stock will be issued to Stockholder.

         NOW, THEREFORE, for and in consideration of the foregoing premises,
mutual covenants, rights and obligations set forth herein, the benefits to be
derived therefrom and for other good and valuable consideration, the receipt
and sufficiency of which are hereby expressly acknowledged by the parties
hereto, the parties hereto agree as follows:

                                   ARTICLE I

                                  SUBSCRIPTION

         1.1   SUBSCRIPTION BY STOCKHOLDER.  Stockholder hereby subscribes
for and agrees to accept from the Company, and the Company agrees to issue
and deliver to Stockholder, the number of shares of Non-Voting Common Stock
set forth on the signature page hereto (the "Shares") in exchange for a cash
payment by Stockholder to the Company in the amount of $2,159.76 per share.
Stockholder shall make such cash payment on or before August 22, 2000, and
the Company shall then issue to Stockholder such number of Shares subscribed
for in this Agreement.

         1.2   AGREEMENT TO BE BOUND.  Stockholder agrees that the Shares
shall be subject to the terms of this Agreement and the certificate of
incorporation and by-laws of the Company as they may be amended from time to
time.

                                   ARTICLE II

                              GENERAL PROVISIONS;
                     REPRESENTATIONS, WARRANTIES AND COVENANTS

         2.1   BUSINESS OPPORTUNITY AGREEMENT.  Stockholder hereby ratifies
and approves the Business Opportunity Agreement dated January 6, 2000 by and
between Enron Corp., an Oregon corporation, and the Company.

<PAGE>

         2.2   REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER.  Stockholder
represents and warrants to the Company that the following is true as of the
date hereof:

               (a)  Stockholder is acquiring the Shares for Stockholder's own
         account, solely for investment purposes, and not with a view to, or
         for resale in connection with, any distribution of the Shares.

               (b)  Stockholder understands that the Shares will not be
         registered under the Securities Act of 1933, as amended (the
         "Securities Act") or any federal or state law by reason of specific
         exemptions under the provisions thereof, the availability of which
         depends in part upon the bona fide nature of Stockholder's
         investment intent and upon the accuracy of Stockholder's
         representations made in this Section 2.2.

               (c)  Stockholder understands that the Company is relying upon
         the representations and agreements contained in this Section 2.2 for
         the purpose of determining whether this transaction meets the
         requirements for such exemptions.

               (d)  Stockholder is an "accredited investor" as defined in
         Rule 501(a) under the Securities Act.

               (e)  Stockholder has such knowledge, skill and experience in
         business, financial and investment matters that Stockholder is
         capable of evaluating the merits and risks of an investment in the
         Shares.  Stockholder recognizes that an investment in the Shares is
         a speculative investment involving a high degree of risk.  Stockholder
         is and will be able to bear the economic risks of this investment
         and, consequently, without limiting the generality of the foregoing,
         Stockholder is and will be able to hold the Shares for an extended
         period of time and will have a sufficient net worth to sustain a
         loss of Stockholder's entire investment in the Shares in the event
         such loss should occur.

               (f)  Stockholder understands that the Shares will be "restricted
         securities" under applicable federal securities laws and that the
         Securities Act and the Securities and Exchange Commission (the
         "Commission") provide in substance that Stockholder may dispose of
         the Shares only pursuant to an effective registration statement
         under the Securities Act or an exemption therefrom, and Stockholder
         understands that the Company will have no obligation to register any
         of the Shares.

               (g)  Stockholder has been furnished by the Company with
         information (or provided access to information) regarding the
         business and financial condition of the Company, its expected plans
         for future business activities, the attributes of the Shares and the
         merits and risks of an investment in the Shares that Stockholder has
         requested or otherwise needs to evaluate the investment in the
         Shares, including, but not limited to, a copy of the Company's draft
         registration statement on Form S-1 dated July 7, 2000.

         2.3   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. The
Company represents and warrants to Stockholder that the following is true as
of the date hereof:


                                       2
<PAGE>

               (a)  The Company is a corporation duly organized, validly
         existing and in good standing under the laws of its state of
         incorporation, and has the corporate power and authority to carry on
         its business as presently conducted.  The Company is in good
         standing in each jurisdiction in which the properties owned or
         leased by it or the operation of its business makes such
         qualification necessary, except to the extent that the failure to be
         so qualified would not have a material adverse effect on the
         financial condition, business or operations (a "Material Adverse
         Effect") on the Company and its subsidiaries taken as a whole, or
         prevent or materially delay the consummation of the transactions
         contemplated by this Agreement.

               (b)  The Company has the corporate power and authority to
         execute, deliver and perform its obligations under this Agreement
         and to consummate the transactions contemplated hereunder.  The
         execution and delivery of this Agreement by the Company, the
         performance by the Company of its obligations hereunder, and the
         consummation by the Company of the transactions contemplated hereby
         have been duly authorized by all requisite corporate action on the
         part of the Company.

               (c)  This Agreement has been duly executed and delivered by
         the Company, and (assuming due execution and delivery of this
         Agreement by Stockholder) this Agreement constitutes a legal, valid
         and binding obligation of the Company, enforceable against it in
         accordance with its terms, except as such enforceability may be
         limited by applicable bankruptcy, insolvency, reorganization,
         moratorium or other laws of general application referring to or
         affecting enforcement of creditors' rights and general principles of
         equity.

               (d)  The Shares (including any shares of Common Stock issuable
         upon conversion thereof) issued by the Company to Stockholder are
         duly authorized, and when issued will be validly issued and
         fully-paid and non-assessable.  No Person will have any preemptive
         or similar rights with respect to the Shares (including any shares
         of Common Stock issuable upon conversion thereof), except as have
         been effectively waived.  As used herein, a "Person" means any
         individual, partnership, firm, corporation, association, trust,
         unincorporated organization or other entity.

               (e)  The execution, delivery and performance of this Agreement
         by the Company does not and will not (i)violate, conflict with or
         result in the breach of any provision of its certificate of
         incorporation or bylaws, (ii)conflict with or violate any law,
         governmental regulation or governmental order applicable to it or
         any of its assets, properties or businesses or (iii)conflict with,
         result in any breach of, constitute a default (or event which with
         the giving of notice or lapse of time, or both, would become a
         default) under, require any consent under, or give to others any
         rights of termination, amendment, acceleration, suspension,
         revocation or cancellation of, or result in the creation of any
         encumbrance on any of the Company's assets or properties pursuant
         to, any note, bond, mortgage or indenture, contract, agreement,
         lease, sublease, license, permit, franchise or other instrument or
         arrangement to which the Company is a party or by which any of its
         assets or properties is bound or affected; except to the extent that
         any


                                       3
<PAGE>

         conflict under (ii) or (iii) above would not have a Material Adverse
         Effect on the Company and its subsidiaries taken as a whole.

               (f)  The execution, delivery and performance of this Agreement
         by the Company does not and will not require any consent, approval,
         authorization or other order of, action by, filing with or
         notification to any governmental or other regulatory authority or
         agency other than the filing of a Form D with the Commission.

                                  ARTICLE III

                            TRANSFERS OF SECURITIES

         3.1   GENERAL RULE.  Any sale, assignment, exchange or other transfer
or disposition, direct or indirect (collectively, a "Transfer"), by Stockholder
of the Shares shall be governed by this Agreement. Notwithstanding the
foregoing, the term "Transfer" shall not include (a) any disposition pursuant
to an exchange, merger, recapitalization, consolidation or reorganization
involving the Company in which securities of the Company or any other Person
are issued in respect of the Shares or (b) a conversion of the Shares into
shares of common stock, par value $0.01 per share, of the Company ("Common
Stock").  Any attempted Transfer of all or any portion of the Shares, other
than in accordance with the terms of this Agreement, shall be null and void.

         3.2   VOLUNTARY TRANSFER.  Without first obtaining the Company's
written consent, (a) prior to December 31, 2001, Stockholder shall not make any
voluntary Transfer of the Shares, and (b), on or after December 31, 2001,
Stockholder shall not make any voluntary Transfer of the Shares other than a
Transfer for cash that complies with the provisions of Section 3.3 below.

         3.3   RIGHT OF FIRST REFUSAL.

               (a)  On or after December 31, 2001, prior to any Transfer or
         attempted Transfer by Stockholder of some or all of the Shares (the
         "Offered Shares") for cash, Stockholder shall (i) give prior written
         notice (a "Transfer Notice") to the Company of Stockholder's
         intention to effect such Transfer, describing the terms and
         conditions of the proposed Transfer, including the identity of the
         prospective transferee(s), the number of shares of Offered Shares
         Stockholder desires to sell and the purchase price. After receipt of
         the Transfer Notice, the Company shall have the option for 30 days
         from the date of receipt of the Transfer Notice to elect to purchase
         all, but not less than all, of the Offered Shares upon the same
         terms and conditions as those set forth in the Transfer Notice by
         delivering a written notice (the "Election Notice") of such election
         to Stockholder within such 30-day period.  Stockholder shall not
         consummate such Transfer until the earlier to occur of the lapse of
         the 30-day period or the date on which the Company notifies
         Stockholder in writing that it will not exercise its rights under
         this Section 3.3 (the "Authorization Date").  If the Company has
         elected not to purchase all of the Offered Shares or has failed to
         make a timely election, Stockholder may Transfer all, but not less
         than all, of the Offered Shares to the prospective transferee(s)
         thereof specified in the Transfer Notice, at a price and on terms no
         more favorable to such prospective


                                       4
<PAGE>

         transferee(s) than as specified in the Transfer Notice, during the
         30-day period immediately following the Authorization Date, subject
         to Sections 3.7 and 3.8 hereof.  Each of the certificates issued
         upon such Transfer shall bear the restrictive legends set forth in
         the second paragraph of Section 3.10 hereto, unless in the reasonable
         judgment of counsel for the Company such legend is not required in
         order to ensure compliance with the Securities Act.  If the Offered
         Shares are not so transferred within such 30-day period, such
         Offered Shares must be re-offered to the Company in accordance with
         the provisions of this Section 3.3 if Stockholder still desires to
         Transfer the Offered Shares.

               (b)  If the Company exercises the right to purchase the
         Offered Shares by timely delivery of the Election Notice, unless
         otherwise agreed by Stockholder and the Company, the closing will
         take place at the offices of the Company in Greenwich, Connecticut,
         or such other location as the Company's principal place of business
         may be, on the fifth business day after the date of the Election
         Notice.  At the closing, the Company will pay the purchase price set
         forth in the Transfer Notice in cash (by certified or cashier's
         check) solely upon Stockholder's delivery to the Company of valid
         certificates evidencing all of the Offered Shares then being
         purchased pursuant to the Election Notice.  Certificates
         representing the Offered Shares will be duly endorsed for transfer
         to the Company.  By delivery of such certificates to the Company,
         Stockholder will be deemed to represent and warrant to the Company
         that the transferred Offered Shares are owned by Stockholder free
         and clear of all liens, adverse claims, and other encumbrances other
         than as provided in this Agreement.  Stockholder will promptly
         perform, whether before or after any such closing, such additional
         acts (including, without limitation, executing and delivering
         additional documents) as are reasonably required by the Company to
         effect the transactions contemplated by this Section 3.3.

               (c)  The rights of the Company under this Section 3.3 may be
         assigned or transferred in whole or in part by the Company, without
         any consent or other action on the part of any other party hereto,
         to any one or more affiliates of the Company (as defined for
         purposes of Rule 405 under the Securities Act, an "Affiliate").

         3.4   INVOLUNTARY TRANSFER.  In the event of an involuntary Transfer
of the Shares by Stockholder (including, but not limited to, Transfers
resulting from death of Stockholder, the initiation of bankruptcy proceedings
against Stockholder, the entry of a divorce decree directly involving
Stockholder, the execution of either a judgment or a foreclosure by a court
of law against Stockholder or any other event that would have the effect of
forcing Stockholder to Transfer the Shares to a third party), Stockholder
shall give written notice (an "Involuntary Transfer Notice") to the Company
promptly after the occurrence of the event which caused such involuntary
Transfer.  After receipt of an Involuntary Transfer Notice, the Company shall
have the option for 30 days from the date of receipt of the Involuntary
Transfer Notice to elect to purchase such Stockholder's Shares within such
30-day period at their Fair Market Value.  As used herein, Fair Market Value
shall mean such reasonable and fair value as determined in good faith by the
board of directors of the Company using a generally accepted method of
valuation.  In the event of the death of Stockholder, any Transfer of the
Shares to the Stockholder's spouse or descendants shall not be subject to
this Section 3.4 (but shall be subject to Section 3.7).  In the event that
Stockholder's employment with the Company is terminated by the Company for
cause


                                       5
<PAGE>

within the meaning of his or her employment agreement, such event shall be
deemed to be an involuntary Transfer for purposes of this Section 3.4 and
Stockholder shall be forced to offer to sell the Shares to the Company in
compliance with this Section 3.4.

         3.5   DRAG ALONG RIGHTS.  In connection with any Transfer by Enron
Energy Services, LLC ("EES") and its Affiliates of all of their shares of
Common Stock or securities convertible into or exercisable for Common Stock
("Common Stock Equivalents") to any transferee or group of related
transferees (other than an Affiliate of EES), EES or its Affiliate shall have
the right to require Stockholder to Transfer all, but not less than all, of
the Shares to such transferee or transferees on the same terms and for the
exact same consideration on a per share basis as received by EES or its
Affiliate in such Transfer.  Stockholder shall not be required to make any
representations or warranties in connection with such Transfer other than
representations and warranties as to (i) Stockholder's ownership of the
Shares to be Transferred free and clear of all liens, claims and encumbrances,
(ii) Stockholder's power and authority to effect such Transfer and (iii) such
matters pertaining to compliance with securities laws as the transferee may
reasonably require.  The closing of such purchase by the transferee shall be
on the same date that the transferee acquires shares from EES or its Affiliate
provided that Stockholder is given 10 days advance notice of such closing.

         3.6   TERMINATION OF CERTAIN TRANSFER PROVISIONS.  Upon the
consummation of a firm commitment underwritten public offering of Common Stock
(an "Initial Public Offering"), Sections 3.2, 3.3, 3.4, 3.5 and 3.7 hereof
shall automatically terminate.  The Company shall be under no obligation to
undertake the filing or completion of an Initial Public Offering.

         3.7   CONDITIONS TO TRANSFERS; CONTINUED APPLICABILITY OF AGREEMENT.
As a condition to any Transfer permitted under this Agreement, any
transferee of the Shares shall be required to become a party to this
Agreement by executing an Adoption Agreement in substantially the form of
EXHIBIT A hereto, and shall have all the obligations of a party hereunder and
the rights that are expressly provided for herein.  If any Person acquires
Shares from a party to this Agreement in a Transfer notwithstanding such
Person's failure to execute an Adoption Agreement in accordance with the
preceding sentence, such Person and such Shares shall be subject to this
Agreement, even if such Person is not a party to this Agreement.

         3.8   TRANSFERS SUBJECT TO COMPLIANCE WITH SECURITIES ACT.  Stockholder
acknowledges that the Shares have not been registered under the Securities
Act and agrees that no sale, transfer, assignment, hypothecation or other
disposition of the Shares shall be made in the absence of (a) a current
registration statement under the Securities Act as to the Shares and the
registration or qualification of the Shares under any applicable state
securities laws that is then in effect or (b) an opinion of counsel
reasonably satisfactory to the Company to the effect that such registration
or qualification is not required.

         3.9   LOCK-UP AGREEMENT.  In connection with any Initial Public
Offering, Stockholder agrees to enter into an agreement on such terms as may
be reasonably requested by the underwriters for the public offering not to
directly or indirectly, sell, transfer or otherwise dispose of or transfer
the economic benefits and burdens of, any of the Shares for a period of


                                       6
<PAGE>

time following such Initial Public Offering as such underwriter may reasonably
request but not to exceed 180 days.

         3.10  RESTRICTIVE LEGENDS.  Each certificate representing Shares
held by Stockholder, and each certificate representing Shares issued to any
subsequent transferee, shall be stamped or otherwise imprinted with a legend
in substantially the following form:

               THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER
         TERMS AND CONDITIONS SET FORTH IN A SUBSCRIPTION AGREEMENT BETWEEN THE
         COMPANY AND STOCKHOLDER, A COPY OF WHICH MAY BE OBTAINED FROM THE
         COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.

               THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES
         ACT"), OR ANY STATE SECURITIES LAWS. THE SECURITY MAY NOT BE OFFERED
         FOR SALE, SOLD, PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE
         ABSENCE OF (A) A CURRENT REGISTRATION STATEMENT UNDER THE SECURITIES
         ACT AS TO THE SECURITY AND THE REGISTRATION OR QUALIFICATION UNDER ANY
         APPLICABLE STATE SECURITIES LAWS THAT IS THEN IN EFFECT OR (B) AN
         OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE
         EFFECT THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

         3.11  OTHER ACTION.  The Company and Stockholder shall use
reasonable efforts to take, or cause to be taken, all appropriate action, and
to do, or cause to be done, all things necessary, proper or advisable under
applicable laws to consummate and make effective the transactions
contemplated hereunder, including, without limitation, using reasonable
efforts to obtain all licenses, permits, consents, approvals, authorizations,
qualifications and orders of the competent governmental entities.

                                   ARTICLE IV

                                 MISCELLANEOUS

         4.1   ENTIRE AGREEMENT; TERMINATION OF PRIOR AGREEMENT.  This
Agreement contains the entire agreement among the parties with respect to the
subject matter hereof and supersedes all prior agreements, written or oral,
with respect thereto.

         4.2   WAIVERS AND AMENDMENTS.  This Agreement may be amended,
superseded, canceled, renewed or extended only by a written instrument signed
by the parties hereto.  The provisions hereof may be waived in writing by the
parties hereto.  No delay on the part of any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
waiver on the part of any party of any such right, power or privilege, nor
any single or


                                       7
<PAGE>

partial exercise of any such right, power or privilege, preclude any further
exercise thereof or the exercise of any other such right, power or privilege.

         4.3   REGISTRATION OF TRANSFERS.  If, in the reasonable judgment of
counsel to the Company, a proposed Transfer by Stockholder would constitute a
violation of this Agreement, then the Company may refuse to register such
proposed Transfer of Shares on the stock transfer records of the Company and
give related instructions to its stock transfer agent, if any, to stop the
registration of such proposed Transfer of Shares to the extent reasonably
necessary to avoid such violation.

         4.4   NOTICES.

               (a)  Any notice or other communication required or permitted
         hereunder shall be in writing and shall be delivered personally by
         hand or by recognized overnight courier, telecopied or mailed (by
         registered or certified mail, postage prepaid) as follows:

                    (i)   If to Stockholder, then to the address set forth on
               the signature page hereto.

                    (ii)  If to the Company, then to:

                          TNPC, Inc.
                          10 Glenville Street
                          Greenwich, Connecticut 06831
                          Attention: General Counsel
                          Facsimile: (203) 531-0404

               (b)  Each such notice or other communication shall be effective
         (i) if given by telecopier, when such telecopy is transmitted to the
         telecopier number specified in Section4.4(a) (with confirmation of
         transmission), or (ii) if given by any other means, when delivered at
         the address specified in Section 4.4(a).  Any party by notice given in
         accordance with this Section 4.4 to the other party may designate
         another address (or telecopier number) or person for receipt of notices
         hereunder.  Notices by a party may be given by counsel to such party.

         4.5   GOVERNING LAW.

               (a)  THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY
         AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN
         ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
         EFFECT TO THE CONFLICT OF LAWS RULES THEREOF.

               (b)  THE PARTIES AGREE THAT THE STATE OF DELAWARE SHALL HAVE
         SOLE AND EXCLUSIVE JURISDICTION OVER ANY ACTION BROUGHT TO ENFORCE THE
         TERMS OF THIS AGREEMENT AND THAT THE PARTIES


                                       8
<PAGE>

         HEREBY CONSENT TO SUITS IN THE COURTS OF THE STATE OF DELAWARE AND
         WAIVE THE DEFENSES OF PERSONAL JURISDICTION, SERVICE AND VENUE.

         4.6   SEVERABILITY.  If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall continue in full force and effect and
shall in no way be affected, impaired or invalidated so long as the economic
or legal substance of the transactions contemplated hereby is not affected in
any manner materially adverse to any party.  Upon such determination that any
term, provision, covenant or restriction is invalid, void or unenforceable,
the parties hereto shall negotiate in good faith to modify this Agreement so
as to effect the original intent of the parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the fullest extent possible.

         4.7   COUNTERPARTS.  The Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, and all of which shall together
constitute one and the same instrument.  This Agreement shall become binding
when one or more counterparts hereof, individually or taken together, shall
bear the signatures of all of the parties reflected hereon as the signatories.

         4.8   ASSIGNMENT.  Except as expressly provided herein, this
Agreement shall not be assigned by any party without the express written
consent of the other party hereto (which consent may be granted or withheld
in the sole discretion of any party).

         4.9   THIRD PARTY BENEFICIARY.  As a result of the rights granted to
EES in Section 3.5 hereof, EES shall be considered a third party beneficiary
of this Agreement entitled to enforce such provision as though it were a
party hereto.



                            (SIGNATURE PAGE FOLLOWS)

                                   *  *  *  *  *



                                       9
<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the ___ day of July, 2000.

                                       TNPC, INC.


                                       By:
                                          ---------------------------------
                                       Name:
                                            -------------------------------
                                       Title:
                                             ------------------------------


                                       STOCKHOLDER*


                                       ------------------------------------
                                       Name:
                                            -------------------------------
                                       Address:
                                               ----------------------------
                                       Facsimile:
                                                 --------------------------
                                       State of principal residence:
                                                                    -------
                                       Number of Shares:
                                                        -------------------


*    Stockholder certifies that he or she is an "accredited investor" as
defined in Rule 501 of Regulation D promulgated pursuant to the Securities
Act by initialing one or more of the categories below for which Stockholder
qualifies:

----------     (a)  A natural person whose individual net worth, or joint net
                    worth with his or her spouse, exceeds $1,000,000.

----------     (b)  A natural person who had an individual income in excess of
                    $200,000 in each of the last two years or joint income with
                    his or her spouse in excess of $300,000 in each of the last
                    two years and who reasonably expects to reach the same level
                    of individual or joint income this year.

                                    SPOUSAL CONSENT

         The spouse of Stockholder is aware of, understands and consents to
the provisions of the foregoing Agreement and its binding effect upon any
community property interest or marital settlement awards he or she may now or
hereafter own or receive, and agrees that the termination of such spouse's
marital relationship with Stockholder for any reason shall not have the
effect of removing any Shares subject to this Agreement from coverage thereof
and such spouse's awareness, consent and agreement is evidenced by his or her
signature below.


                                       ----------------------------------


                                       10
<PAGE>

                                                                      EXHIBIT A

                                   ADOPTION AGREEMENT

         This Adoption Agreement ("Adoption") is executed pursuant to the
terms of the Subscription Agreement dated as of July __, 2000 between TNPC,
Inc. (the "Company") and _______________ ("Stockholder") (the "Subscription
Agreement"), a copy of which is attached hereto by the transferee
("Transferee") executing this Adoption Agreement.  By the execution of this
Adoption Agreement, the Transferee agrees as follows:

         1.    ACKNOWLEDGMENT.  Transferee acknowledges that Transferee is
acquiring shares of Non-Voting Common Stock from a stockholder of the
Company, subject to the terms and conditions of the Subscription Agreement.
Capitalized terms used herein without definition are defined in the
Subscription Agreement and are used herein with the same meanings set forth
therein.

         2.    AGREEMENT.  Transferee (a) agrees that the shares of
Non-Voting Common Stock acquired by Transferee shall be bound by and subject
to the terms of the Subscription Agreement and (b) hereby joins in, and
agrees to be bound by, the Subscription Agreement with the same force and
effect as if he were originally a party thereto.  Transferee represents and
warrants that all of the representations and warranties made by Stockholder
in Section 2.2 of the Subscription Agreement are true and correct as to the
Transferee as if such Transferee were Stockholder.

         3.    NOTICE.  Any notice required as permitted by the Subscription
Agreement shall be given to Transferee at the address listed below
Transferee's signature below.

         EXECUTED AND DATED on this _____ day of ____________, ________.


                                       TRANSFEREE:


                                       By:
                                          ----------------------------------
                                       Notice
                                       Address:
                                               -----------------------------
                                               -----------------------------
                                               -----------------------------


                                       11