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                                                                       (LOU PAI)

                             STOCKHOLDERS AGREEMENT

         THIS STOCKHOLDERS AGREEMENT (the "Agreement") is entered into and
effective as of January 6, 2000 between TNPC, Inc., a Delaware corporation (the
"Company"), and Lou L. Pai, a resident of the State of Texas ("Stockholder").

         WHEREAS, in consideration of past services rendered by Stockholder to
the Company, the Company issued to Stockholder 10,322 shares (the "Shares") of
non-voting common stock, par value $0.01 per share, of the Company (the
"Non-Voting Common Stock", which term shall be deemed to include shares of
voting common stock into which such shares are converted); and

         WHEREAS, Stockholder and the Company wish to set forth certain terms
and conditions related to the Shares;

         NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:

                                    ARTICLE I

                               GENERAL PROVISIONS;
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         1.1 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.

         1.2      REPRESENTATIONS, WARRANTIES AND COVENANTS 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 his 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 his investment intent and
         upon the accuracy of his representations made in this Section 1.2.

                  (c) Stockholder understands that the Company is relying upon
         the representations and agreements contained in this Section 1.2 for
         the purpose of determining whether this transaction meets the
         requirements for such exemptions.

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                  (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, except as provided elsewhere in this Agreement, 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 he 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.

                  (h) Stockholder agrees to take such action as may be required
         to prevent the Shares from being subject to any community property
         interest.

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

                  (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,

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         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 issued by the Company to Stockholder are duly
         authorized, and when issued will be validly issued and fully-paid and
         non-assessable. The shares of voting common stock, par value $0.01 per
         share, of the Company issuable upon conversion of the Shares (the
         "Conversion Shares") are duly authorized, and when issued upon
         conversion of the Shares, will be validly issued, fully paid and
         nonassessable. No Person will have any preemptive or similar rights
         with respect to the Shares or Conversion Shares, 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 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.

                  (g) The Company covenants that, if after the date hereof and
         until the date on which the Shares are fully converted into shares of
         common stock, par value $0.01 per share, of the Company ("Common
         Stock") in accordance with the Amended and Restated Certificate of
         Incorporation of the Company, filings are required under the
         Hart-Scott-

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         Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act")
         so that the Shares may be converted into shares of Common Stock, the
         Company will upon the written request of Stockholder, and Stockholder
         will upon the written request of the Company, (i) file or cause to be
         filed, as promptly as practicable after the receipt of such notice and
         in no event later than fifteen (15) business days after the receipt of
         such notice, with the Federal Trade Commission and the United States
         Department of Justice, all reports and other documents required to be
         filed by such party under the HSR Act concerning the transactions
         contemplated in such notice, (ii) promptly comply with or cause to be
         complied with any requests by the Federal Trade Commission or the
         United States Department of Justice for additional information so that
         the waiting period applicable thereto under the HSR Act shall expire
         as soon as practicable, and (iii) cooperate with the Company in
         requesting early termination of any applicable waiting period under
         the HSR Act. The Company will reimburse Stockholder for any filing
         fees in connection with such filing by Stockholder.

                  (h) The Company covenants that, until the consummation of a
         firm commitment underwritten public offering of Common Stock registered
         under the Securities Act (an "Initial Public Offering"), it will
         deliver to Stockholder (as long as Stockholder is not a director of the
         Company):

                           (i) as soon as practicable and in any event within
                  fifteen (15) days after the end of each calendar month, a
                  report showing in reasonable detail the financial and
                  operating performance and results for the prior calendar
                  month;

                           (ii) as soon as practicable and in any event within
                  sixty (60) days after the end of each quarterly period (other
                  than the last quarterly period) in each fiscal year,
                  consolidated statements of income, changes in stockholders'
                  equity and changes in financial position of the Company for
                  such quarterly period and for the period from the beginning of
                  the current fiscal year to the end of such quarterly period,
                  and a consolidated balance sheet of the Company as at the end
                  of such quarterly period, all unaudited but prepared in
                  accordance with generally accepted accounting principles
                  ("GAAP") on a basis consistent with past practice;

                           (iii) as soon as practicable and in any event within
                  ninety (90) days after the end of each fiscal year,
                  consolidated statements of income, changes in stockholders'
                  equity and changes in financial position of the Company for
                  such year, and a consolidated balance sheet of the Company as
                  at the end of such year, in each case audited for the Company
                  by independent public accountants of recognized national
                  standing selected by the Company from among the five largest
                  accounting firms in the United States, whose report shall
                  state that such consolidated financial statements present
                  fairly the results of operations, cash flows and financial
                  position of the Company in accordance with GAAP on a basis
                  consistent with prior periods except as noted therein and that
                  the examination by such accountants has been made in
                  accordance with generally accepted auditing standards; and

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                           (iv) as soon as practicable, and in any event within
                  the applicable time period specified in the instructions to
                  Form 8-K under the Securities Exchange Act of 1934, notice of
                  any event that would be required to be reported on such form
                  if the Company were then required to file such reports.

                                   ARTICLE II

                             TRANSFERS OF SECURITIES

         2.1 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. 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.

         2.2 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 2.3 below.

         2.3      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 2.3 (the "Authorization Date"). If the
         Company has elected not to purchase all of the Offered Shares, has
         failed to make a timely election or fails in any material respect to
         purchase the Offered Shares in accordance with Section 2.3(b) below,
         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 transferee(s) than as specified in the Transfer Notice,
         during the 30-day period immediately following the Authorization Date,
         subject to Sections 2.7 and 2.8 hereof. Each of the certificates issued
         upon such Transfer shall bear the restrictive

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         legends set forth in the second paragraph of Section 2.10 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 2.3 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 2.3.

         2.4 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 2.4 (but shall be subject to
Section 2.7).

         2.5 DRAG ALONG RIGHTS. In connection with any Transfer by Enron Energy
Services, LLC ("EES") and its affiliates (as defined for purposes of Rule 405
under the Securities Act, "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

                                      6
<PAGE>

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.

         2.6 TERMINATION OF CERTAIN TRANSFER PROVISIONS. Upon the consummation
of an Initial Public Offering, Sections 2.2, 2.3, 2.4, 2.5 and 2.7 hereof shall
automatically terminate. The Company shall be under no obligation to undertake
the filing or completion of an Initial Public Offering.

         2.7 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.

         2.8 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.

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

         2.10 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 STOCKHOLDERS AGREEMENT BETWEEN THE
         COMPANY AND STOCKHOLDER, A COPY OF



                                      7


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         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.

         2.11     REGISTRATION RIGHTS.

                  (a)    The Company agrees that after the effectiveness of an
Initial Public Offering (or such later date as applicable in accordance with
Section 2.9 hereof), Stockholder will be entitled to piggyback registration
rights to include any of the Conversion Shares (used herein, the "Piggyback
Securities") in any registration statement filed by the Company with the
Commission to register for sale shares of Common Stock by the Company for its
own account or for the account of any holder of Common Stock or Common Stock
Equivalents as defined in the Stockholders Agreement, as amended, dated as of
January 6, 2000, among the Company, EES and certain institutional investors
named therein (the "Investor Stockholders Agreement") (other than a registration
statement on Form S-4 or Form S-8 or any successor forms thereto or other than
in connection with an exchange offer or offering solely to the Company's
existing security holders). Each time the Company proposes to so file a
registration statement with respect to which Stockholder has the right to
request inclusion of Piggyback Securities, the Company shall give written notice
of such proposed filing to Stockholder as soon as practicable (but in no event
less than 15 days before the anticipated filing date of such registration
statement) and, upon the written request by Stockholder which shall be given to
the Company within 15 days after delivery by the Company of the notice of intent
to file a registration statement, Stockholder may include in such registration
Piggyback Securities (which request by Stockholder shall specify the number of
Piggyback Securities proposed to be included in such registration). Stockholder
shall be permitted to withdraw all or part of Stockholder's Piggyback Securities
from such a registration at any time prior to the effective date thereof. The
Company shall use commercially reasonable efforts to cause all such shares of
Piggyback Securities that Stockholder has requested to be included in such
registration to be sold on the same terms and conditions as the Common Stock
otherwise being sold in such registration; PROVIDED, HOWEVER, that if the
managing underwriter or underwriters advises the Company, that in their opinion
the total amount of the securities, including Piggyback Securities, to be
included such offering is sufficiently large to cause a material and adverse
affect on the price or success of the offering, then the number of Piggyback
Securities included by Stockholder shall be reduced at the same time and on the
same basis as the number of shares included by other holders of Piggyback
Securities (as defined in the Investor Stockholders Agreement) who are not
deemed to be Requesting Holders (as defined


                                       8
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in the Investor Stockholders Agreement) with respect to such registration.
Notwithstanding the foregoing, Stockholder shall not have any piggyback
registration rights with respect to Conversion Shares if, on the date of
filing of a registration statement by the Company, (a) Stockholder is
entitled to sell his Conversion Shares pursuant to Rule 144(k) (or any
comparable successive provision) promulgated under the Securities Act or (b)
if the Stockholder could sell all of his Conversion Shares within a
three-month period under Rule 144 (or any comparable successive provision)
promulgated under the Securities Act. The Company may suspend, terminate or
withdraw a piggyback registration statement at any time in its sole
discretion.

                  (b)    The Company shall pay the following registration
expenses (the "Registration Expenses"): (a) all registration and filing fees
(including, without limitation, with respect to filings to be made with the
Commission and the National Association of Securities Dealers, Inc.), (b)
fees and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel in connection with blue sky
qualifications of the Piggyback Securities), (c) printing expenses, (d)
internal expenses (including, without limitation, all salaries and expenses
of its officers and employees performing legal or accounting duties), (e) the
fees and expenses incurred in connection with the listing on an exchange of
the Piggyback Securities if the Company shall choose to list such Piggyback
Securities, (f) reasonable fees and disbursements of counsel for the Company
and customary fees and expenses for independent certified public accountants
retained by the Company, (g) the reasonable fees and expenses of any special
experts retained by the Company in connection with such registration and (h)
fees and expenses of any "qualified independent underwriter" or other
independent appraiser participating in any offering pursuant to Section 3 of
Schedule E to the By-laws of the National Association of Securities Dealers,
Inc. The Company shall not have any obligation to pay any underwriting fees,
discounts, or commissions attributable to the sale of Piggyback Securities
or, except as provided by clause (b) or (h) above, any out-of-pocket expenses
of Stockholder (or the agents who manage Stockholder's accounts) or the fees
and disbursements of any underwriter attributable to the sale of Piggyback
Securities.

         2.12     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 III

                                  MISCELLANEOUS

         3.1      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.

         3.2      WAIVERS AND AMENDMENTS. This Agreement may be amended,
superseded, canceled, renewed or extended only by a written instrument signed
by the parties hereto. The


                                       9
<PAGE>

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 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.

         3.3      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.

         3.4      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 Section 3.4(a)
         (with confirmation of transmission), or (ii) if given by any other
         means, when delivered at the address specified in Section 3.4(a).
         Any party by notice given in accordance with this Section 3.4 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.

         3.5      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.


                                       10
<PAGE>

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

         3.6      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.

         3.7      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.

         3.8      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). Notwithstanding the foregoing, the
rights of Stockholder set forth in Section 2.11 of this Agreement may be
assigned to any Person who acquires some or all of the Shares or Conversion
Shares in compliance with Article III. Any assignment of the rights set forth
in Section 2.11 pursuant to this Section 3.8 shall be effective only upon
receipt by the Company of written notice from the assignor stating the name
and address of any assignee.

         3.9      THIRD PARTY BENEFICIARY. As a result of the rights granted
to EES in Section 2.5 hereof, EES shall be considered a third party beneficiary
of this Agreement entitled to enforce such provision as though it were a party
hereto.

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<PAGE>

         IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
date first written above.

                                            TNPC, INC.


                                            By:____________________________
                                            Name:__________________________
                                            Title:_________________________


                                            STOCKHOLDER


                                            By:____________________________
                                                        Lou L. Pai
                                            Address:_______________________
                                                    _______________________
                                            Fax No.:_______________________


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<PAGE>



                                    EXHIBIT A

                               ADOPTION AGREEMENT

         This Adoption Agreement ("Adoption") is executed pursuant to the terms
of the Stockholders Agreement dated as of January 6, 2000 between TNPC, Inc.
(the "Company") and _______________ ("Stockholder") (the "Stockholders
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 from a stockholder of the Company, subject to the terms and
conditions of the Stockholders Agreement. Capitalized terms used herein
without definition are defined in the Stockholders Agreement and are used
herein with the same meanings set forth therein.

         2.     AGREEMENT. Transferee (a) agrees that the Shares acquired by
Transferee shall be bound by and subject to the terms of the Stockholders
Agreement and (b) hereby joins in, and agrees to be bound by, the Stockholders
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 1.2 of the Stockholders Agreement are
true and correct as to the Transferee as if such Transferee were Stockholder.

         3.     NOTICE. Any notice required as permitted by the Stockholders
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:_____________________________
                                                   _____________________________
                                                   _____________________________


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