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                             SUBSCRIPTION AGREEMENT

         THIS SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of
May 15, 2000, by and between International Business Machines Corporation, a
New York corporation ("IBM"), and EMW Energy Services Corp., a Delaware
corporation (the "Company") and, solely for purposes of the provisions set
forth in Sections 3.2, 4.4, 4.8 and 5.4 hereof, Enron Energy Services, LLC, a
Delaware limited liability company ("EES").

         WHEREAS, IBM and the Company have entered into that certain
Information Technology Services Agreement dated May 12, 2000 (the "Services
Agreement") which, among other things, establishes a strategic relationship
between IBM and the Company;

         WHEREAS, in connection with the execution of the Services Agreement,
IBM has agreed, subject to certain conditions herein, to contribute to the
Company, in the aggregate, up to $20 million in exchange for shares of common
stock, par value $0.01 per share, of the Company (the "Common Stock"); and

         WHEREAS, IBM and the Company wish to set forth the terms on which
such Common Stock will be issued to IBM.

         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 IBM.

                  (a)      Upon the terms and subject to the conditions
hereof, IBM hereby subscribes for and agrees to accept from the Company, and
the Company agrees to issue and deliver to IBM:

                           (i) promptly after the date hereof, 5,502 shares of
                  Common Stock of the Company in exchange for the payment of
                  $10,000,000 on the terms set forth in Section 1.1(b);

                           (ii) provided an initial firm commitment underwritten
                  public offering of shares of Common Stock registered under the
                  Securities Act of 1933, as amended (the "Securities Act") is
                  consummated on or before one year from the date hereof (a
                  "Qualified IPO"), then on the later to occur of December 29,
                  2000 or the consummation by the Company of a Qualified IPO
                  (the "Second Subscription Closing Date"), such number of
                  shares of Common Stock equal to the quotient of (x) $5,000,000
                  and (y) one-half of the initial public offering price per
                  share of the Common Stock offered pursuant to a Qualified IPO,
                  in exchange for a contribution of $5,000,000 (the "Second
                  Subscription"); and

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                           (iii) on the later to occur of the business day
                  following the first anniversary of a Qualified IPO or December
                  31, 2001 (the "Third Subscription Closing Date"), provided
                  that the Company consummated a Qualified IPO, such number of
                  shares of Common Stock equal to the quotient of (x) $5,000,000
                  and (y) the average of the last reported daily sales price of
                  the Common Stock on the principal national securities exchange
                  or market on which the Common Stock is listed or admitted to
                  trading (the "Closing Price") for each day such exchange or
                  market is open for trading (a "Trading Day") during the twenty
                  (20) Trading Days prior to the Third Subscription Closing Date
                  in exchange for a contribution of $5,000,000 (the "Third
                  Subscription"); PROVIDED, HOWEVER, that the Closing Prices
                  used to compute the number of shares of Common Stock
                  subscribed for pursuant to the Third Subscription shall be
                  adjusted as necessary to reflect any stock splits, stock
                  dividends, reclassifications, extraordinary dividends or
                  similar items that the Company may cause to occur during such
                  twenty Trading Day period; PROVIDED FURTHER, HOWEVER, that if
                  such twenty (20) Trading Day average price is less than
                  one-half of the initial public offering price of Common Stock
                  in the Qualified IPO (as appropriately adjusted for any stock
                  splits, stock dividends, reclassifications, extraordinary
                  dividends or similar items that occurred subsequent to the
                  consummation of the Qualified IPO), then either IBM or the
                  Company may elect to not consummate the Third Subscription.

                  (b)      On May 31, 2000, IBM shall wire transfer $5,000,000
to the Company as the first payment for the shares of Common Stock issued
pursuant to Section 1.1(a)(i) of this Agreement. On September 29, 2000, IBM
shall wire transfer an additional $5,000,000 to the Company as a further and
final payment for the shares of Common Stock issued pursuant to Section
1.1(a)(i). On the Second Subscription Closing Date, IBM shall have the option
to either (i) wire transfer $5,000,000 to the Company or (ii) credit the
Company for any outstanding invoices or accrued but unbilled fees for services
rendered by IBM to the Company under the Services Agreement as of that date
or, if the Services Agreement is then in effect, provide a credit which may be
used to offset payments due to IBM pursuant to the Services Agreement in the
amount of $5,000,000, or any combination of the foregoing aggregating
$5,000,000, and the Company shall deliver to IBM a certificate evidencing the
shares of Common Stock issued pursuant to Section 1.1(a)(ii) of this
Agreement. On the Third Subscription Closing Date, IBM shall have the option
to either (i) wire transfer $5,000,000 to the Company or (ii) credit the
Company for any outstanding invoices or accrued but unbilled fees for services
rendered by IBM to the Company under the Services Agreement as of that date
or, if the Services Agreement is then in effect, provide a credit which may be
used to offset payments due to IBM pursuant to the Services Agreement in the
amount of $5,000,000, or any combination of the foregoing aggregating
$5,000,000, and the Company shall deliver to IBM a certificate evidencing the
shares of Common Stock issued pursuant to Section 1.1(a)(iii) of this
Agreement. All such certificates issued pursuant to this Section 1.1(b) shall
be in definitive form and registered in the name of IBM and bearing the
legends set forth in Section 4.7. Such shares of Common Stock

                                       2

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issued pursuant to the terms of Section 1.1 of this Agreement shall be
hereinafter referred to as the "Securities."

                  (c)      Notwithstanding the foregoing, the issuance of the
Securities pursuant to the Second Subscription and the Third Subscription
shall be delayed to the extent necessary so that the issuance of such
Securities will not contravene any applicable law or outstanding injunction,
order or decree, PROVIDED, HOWEVER, that the amount of the consideration to be
paid by IBM in connection with the Second Subscription and the Third
Subscription shall not in any way be affected by any such delay. IBM and the
Company agree to use commercially reasonable efforts to obtain all necessary
consents and approvals and to make all necessary filings to permit such
issuance. If notwithstanding such efforts, the issuance of the Securities
under the Second Subscription or the Third Subscription would be delayed more
than 120 days as a result of this Section 1.1(c), then such issuance of
Securities shall not be made. IBM's obligation to purchase the Securities and
the Company's obligation to issue the Securities, pursuant to the Second
Subscription and Third Subscription is contingent upon the consummation of a
Qualified IPO.

                  (d)      Notwithstanding the foregoing, in case of any
consolidation with or merger of the Company with or into another corporation
or other entity (except for a merger or consolidation in which the Company is
the continuing corporation other than as a subsidiary of another corporation
or other entity and there is no change in or distribution with respect to the
Common Stock), or in case of any sale, lease or conveyance to another
corporation or other entity of the assets of the Company as an entirety or
substantially as an entirety, then IBM's obligation to purchase shares of
Common Stock pursuant to Section 1.1(a)(ii) and (iii) and the Company's
obligation to issue shares pursuant to Section 1.1(a)(ii) and (iii) and
Section 1.1(e) shall terminate and be of no further force or effect as of the
consummation of such transaction.

                  (e)      If prior to the earlier of November 15, 2001 or the
consummation by the Company of an initial firm commitment underwritten public
offering of shares of Common Stock registered under the Securities Act (the
"Initial Public Offering") the Company sells New Securities for consideration
of less than $1,817.50 per share of Common Stock (such amount to be
appropriately adjusted for stock splits, stock dividends, reclassifications,
extraordinary dividends or similar items occurring after the date hereof and
prior to such sale of New Securities) then the Company shall issue to IBM the
Additional Shares for no additional consideration. The "Additional Shares"
shall mean the incremental additional shares of Common Stock that IBM would be
entitled to acquire as a result of the application of the anti-dilution
adjustment in Section 7(e)(i) of the Investor Warrants (as such term is
defined in the Stockholders Agreement dated as of January 6, 2000 among the
Company and the Investors and certain other parties, as such agreement is
amended from time to time (the "Stockholders Agreement") (a copy of which the
Company has previously delivered to IBM)) if IBM had been granted on the date
hereof an Investor Warrant to acquire 5,502 shares of Common Stock with an
initial Exercise Price of $1817.50 rather than $968.75. "New Securities" shall
have the meaning ascribed to such term in Section 2.4(a) of the Stockholders
Agreement except that New Securities shall not include (i) the Securities to
be issued hereunder, (ii) Excluded Stock (as such

                                       3

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term is defined in the Investor Warrant) or (iii) securities issued to
strategic partners constituting less than 2% of the fully diluted Common Stock
outstanding on the date hereof. If New Securities are issued for consideration
other than cash, the Board of Directors of the Company shall determine in good
faith the value of such consideration.

                  1.2      AGREEMENT TO BE BOUND. IBM agrees that the
Securities 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
                      REPRESENTATIONS AND WARRANTIES OF IBM

         IBM represents and warrants to the Company and EES that the following
is true as of the date hereof and will be true as of the date of the issuance
of the Securities pursuant to the Second Subscription and the Third
Subscription as if made at and as of such date (it being agreed that the
Company may, as a condition to the issuance of any Securities, require IBM to
execute a written affirmation of the following representations as of the date
of such issuance):

                  2.1      ORGANIZATION; GOOD STANDING. IBM is a corporation
duly organized, validly existing and in good standing under the laws of the
state of its incorporation, with full corporate power and authority to carry
on its business as presently conducted.

                  2.2      AUTHORITY. IBM has the corporate power and
authority to execute, deliver and perform its obligations under this Agreement
and to consummate the transactions contemplated hereby. IBM has taken all
necessary corporate action to authorize its execution, delivery and
performance of this Agreement.

                  2.3      DUE EXECUTION AND ENFORCEABILITY. This Agreement
has been duly executed and delivered by IBM, and (assuming due authorization,
execution and delivery of this Agreement by the Company and EES) this
Agreement constitutes a legal, valid and binding obligation of IBM,
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.

                  2.4      ACCREDITED INVESTOR.

                  (a)      IBM is acquiring the Securities for its own
account, solely for investment purposes, and not with a view to, or for resale
in connection with, any distribution of the Securities.

                  (b)      IBM understands that the Securities will not be
registered under the Securities Act or any federal or state law by reason of
specific exemptions under the provisions

                                       4

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thereof, the availability of which depends in part upon the bona fide nature
of its investment intent and upon the accuracy of its representations made in
this Section 2.4.

                  (c)      IBM understands that the Company is relying upon
the representations and agreements contained in this Section 2.4 for the
purpose of determining whether this transaction meets the requirements for
such exemptions.

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

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

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

                  (g)      IBM 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 Securities and the merits and risks of an
investment in the Securities that it has requested or otherwise needs to
evaluate the investment in the Securities.

                  2.5      NO CONFLICT. The execution, delivery and
performance of this Agreement by IBM does not and will not (i) violate,
conflict with or result in the breach of any provision of its organizational
documents, (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 IBM'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 IBM 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 financial condition, business or operations

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(a "Material Adverse Effect") of IBM and its subsidiaries taken as a whole or
prevent or materially delay the consummation of the transactions contemplated
by this Agreement.

                  2.6      GOVERNMENT CONSENTS. The execution, delivery and
performance of this Agreement by IBM does not and will not require any
consent, approval, authorization or other order of, action by, filing with or
notification to, any court, judicial or quasi-judicial or administrative
agency or body or commission or other governmental or other regulatory
authority or agency (a "Governmental Authority").

                                   ARTICLE III
                    REPRESENTATIONS, WARRANTIES AND COVENANTS
                             OF THE COMPANY AND EES

                  3.1      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
COMPANY. The Company represents and warrants to IBM that the following is true
as of the date hereof and (other than the representations included in Section
3.1(h), (i), (j), (k), (l) and (m)) will be true as of the Second Subscription
Closing Date and the Third Subscription Closing Date as if made at and as of
such date (it being agreed that IBM may, as a condition to the purchase of any
Securities, require the Company to execute a written affirmation of the
following representations as of the date of such purchase):

                  (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
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 authorization, execution and delivery by IBM
hereto) 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.

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                  (d)      The Company is not subject to, or is exempt from,
regulation as a "holding company," a "subsidiary company" of a "holding
company," an "affiliate" of a "holding company," or an "affiliate" of a
"subsidiary company" of a "holding company," in each case as such terms are
defined in the Public Utility Holding Company Act of 1935, as amended
("PUHCA"), except as to the requirements of Section 9(a)(2) of PUHCA in
accordance with Rule 2 promulgated thereunder.

                  (e)      The capital stock to be issued by the Company
pursuant to this Agreement has been duly authorized and, when issued,
delivered and paid for in accordance with the terms of this Agreement, will
have been validly issued and will be fully-paid and non-assessable. No Person
will have any preemptive or similar rights with respect to the Securities. As
used herein, a "Person" means any individual, partnership, firm, corporation,
association, trust, unincorporated organization or other entity.

                  (f)      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, or prevent or
materially delay the consummation of the transactions contemplated by this
Agreement.

                  (g)      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 Authority.

                  (h)      There is no judicial or administrative action,
suit, proceeding (whether adjudicatory, rule-making, licensing or otherwise)
or investigation pending or, to the knowledge of the Company, threatened in
law or equity against the Company relating to the Company or the transactions
contemplated by this Agreement before any Governmental Authority, that would
have a Material Adverse Effect on the Company and its subsidiaries taken as a
whole or on the ability of the Company to consummate the transactions
contemplated hereby.

                  (i)      The Company has previously delivered to IBM the
Company's unaudited balance sheet (the "Balance Sheet") as of December 31,
1999 (the "Balance Sheet Date"), which

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has been prepared in all material respects in accordance with generally
accepted accounting principles ("GAAP") and present fairly the financial
condition of the Company as of December 31, 1999; PROVIDED that certain
footnote disclosures, statements and other information which reflect
significant accounting policies normally included in financial statements
prepared in accordance with GAAP have been condensed or omitted.

                  (j)      Since December 31, 1999, there has not been any
change, development, or effect on the Company that has had a Material Adverse
Effect on the Company and its subsidiaries taken as a whole.

                  (k)      Except as provided in that certain Contribution and
Subscription Agreement dated December 23, 1999 (the "Contribution Agreement")
and all documents contemplated therein, including, but not limited to, the
Stockholders Agreement and that certain Business Opportunity Agreement dated
January 6, 2000, the Company represents that to its knowledge no stockholder
of the Company has executed as of the date hereof an instrument waiving any
fiduciary obligations that may be owed to it by other stockholders of the
Company.

                  (l)      The Company covenants that, until the consummation
of an Initial Public Offering, it will deliver to IBM:

                           (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 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

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                  in accordance with generally accepted auditing standards; and

                           (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.

                  (m)      The capitalization table attached hereto as EXHIBIT
A accurately reflects the equity capitalization of the Company as of the date
hereof without giving effect to any potential transactions or agreements for
the issuance of securities which the Company may be currently negotiating with
any third parties.

                  3.2      REPRESENTATIONS, WARRANTIES AND COVENANTS OF EES.
EES represents, warrants and covenants to IBM that, as of the date hereof:

                  (a)      EES is a limited liability company validly existing
and in good standing under the laws of the State of Delaware, and has the
limited liability company power and authority to carry on its business as
presently conducted.

                  (b)      The execution and delivery of this Agreement by
EES, the performance by EES of its obligations hereunder, and the consummation
by EES of the transactions contemplated hereby have been duly authorized by
all requisite limited liability company action on the part of EES.

                  (c)      This Agreement has been duly executed and delivered
by EES, and (assuming due authorization, execution and delivery by IBM hereto)
this Agreement constitutes a legal, valid and binding obligation of EES,
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 execution, delivery and performance of this
Agreement by EES does not and will not (i) violate, conflict with or result in
the breach of any provision of its organizational documents, (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 EES'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 EES 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 EES and its subsidiaries taken as
a whole, or

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prevent or materially delay the consummation of the transactions contemplated by
this Agreement.

                                   ARTICLE IV
                             TRANSFERS OF SECURITIES

                  4.1 TRANSFERS BY IBM. Any sale, assignment, exchange or other
transfer or disposition, direct or indirect (collectively, a "Transfer"), by IBM
of any of its Securities shall be governed by this Agreement. IBM may not
Transfer any portion of its Securities unless otherwise permitted by this
Article IV. Notwithstanding anything to the contrary set forth in this
Agreement, the restrictions on Transfers of the Securities contained herein
other than Sections 4.5, 4.6 and 4.7 shall not apply to the Transfer by IBM, or
any affiliate of IBM, to an affiliate of IBM, PROVIDED that any such transferee
has agreed in writing with the Company to be bound by this Article IV as if such
affiliate were IBM to the extent this Article IV is then applicable; and any
Transfer by an affiliate of IBM (other than to another affiliate of IBM) shall
be treated as a Transfer by IBM for purposes of such restrictions on Transfer.
For purposes of this Section 4.1, an "affiliate" of IBM shall mean (i) any
entity more than 50% of the outstanding equity interests of which are owned,
directly or indirectly, by IBM and which is controlled by IBM and (ii) after the
earlier to occur of the business day following 180 days following an Initial
Public Offering or December 31, 2001, shall also mean any ERISA plan sponsored,
maintained or contributed to by IBM or its subsidiaries or a charitable fund or
foundation supported by IBM.

                  4.2 TERMINATION OF CERTAIN TRANSFER PROVISIONS. Upon the
consummation of an Initial Public Offering, Sections 4.3, 4.4 and 4.8 hereof
shall terminate. The Company shall be under no obligation to undertake the
filing of an Initial Public Offering.

                  4.3 RIGHT OF FIRST OFFER.

                  (a) If IBM proposes to Transfer all or any portion of its
Securities ("Offered Securities"), IBM shall (i) give prior written notice (a
"Transfer Notice") to the Company of IBM's desire to effect such Transfer,
describing the number of Offered Securities IBM desires to sell and requesting
that the Company make an offer to purchase such Offered Securities. After
receipt of the Transfer Notice, the Company shall be entitled, but not
obligated, for 30 days from the date of receipt of the Transfer Notice, to offer
to purchase all, but not less than all, of the Offered Securities for cash by
delivering a written notice specifying the terms of such offer (the "Offer") to
IBM within such 30-day period. If the Company fails to make an Offer within such
30-day period, then IBM may for a period of 90 days following the end of such
30-day period, Transfer such Offered Securities to any Person; PROVIDED that the
prospective transferee delivers to the Company a document (in form reasonably
satisfactory to the Company) stating that the prospective transferee agrees to
be bound by the terms of this Agreement as if it were IBM and that such Transfer
is in full compliance with the Securities Act. If the Company makes an Offer,
then IBM shall be entitled, but not obligated, to accept the Offer within 10
days after its receipt thereof (the "Acceptance Deadline") by sending a written
acceptance of such Offer in whole (and


                                       10
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not in part) to the Company (an "Acceptance"). If such Offer is not accepted,
then IBM may for a period of 90 days following the Acceptance Deadline, Transfer
all (but not less than all) of such Offered Securities to any Person but only
for a per share cash consideration exceeding the consideration per share offered
in such Offer; PROVIDED that the prospective transferee delivers to the Company
a document (in form reasonably satisfactory to the Company) stating that the
prospective transferee agrees to be bound by the terms of this Agreement as if
it were IBM and that such Transfer is in full compliance with the Securities
Act. Each of the securities issued upon a Transfer pursuant to this Section 4.3
shall bear the restrictive legends set forth in Section 4.7, 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 Securities
are not Transferred within the applicable 90-day period during which IBM may
Transfer the Offered Securities as provided above, such Offered Securities must
be re-offered to the Company in accordance with the provisions of this Section
4.3 if IBM still desires to Transfer the Offered Securities.

                  (b) The closing of the purchase of any shares to be purchased
by the Company pursuant to an accepted Offer pursuant to Section 4.3(a), unless
otherwise agreed by IBM and the Company, will take place at the offices of the
Company on the fifth business day after the date of IBM's Acceptance; PROVIDED,
HOWEVER, that any such closing shall be delayed, to the extent required, until
the next succeeding business day following the expiration of any required
waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and the obtaining of all other necessary governmental approvals. At
the closing, the Company will pay the purchase price set forth in the Offer in
cash in immediately available funds (by wire transfer) solely upon IBM's
delivery to the Company of valid certificates or agreements evidencing all of
the Offered Securities then being purchased pursuant to the Offer. Certificates
or agreements representing such Offered Securities will be duly endorsed (with
signature guaranteed) for delivery to the Company. In connection with the
delivery of such certificates or agreements to the Company, IBM will execute
such written evidence as the Company may reasonably request to represent and
warrant to the Company that the Transferred Offered Securities are owned by IBM
free and clear of all liens, adverse claims, and other encumbrances other than
as provided in this Agreement. IBM will promptly execute, whether before or
after any such closing, such additional documents as are reasonably required by
the Company to effect more fully the transactions contemplated by this Section
4.3.

                  (c) The Company may Transfer its rights in whole under this
Section 4.3 to one, but not more than one, transferee with respect to each
Transfer Notice the Company receives from IBM, without any consent or other
action on the part of any other party hereto, to an affiliate (as defined for
purposes of Rule 405 under the Securities Act, an "Affiliate") of the Company
if, but only if, (i) such transferee is an "accredited investor" as such term is
defined in Regulation D promulgated under the Securities Act, (ii) the Company
agrees to guarantee the performance of such transferee to purchase shares to the
extent such transferee makes an offer, and IBM accepts such offer, in accordance
with the provisions of this Section 4.3 and (iii) the Company provides IBM with
the name, address, phone and facsimile numbers and email address of the relevant
contact person for such transferee.


                                       11
<PAGE>

                  4.4 DRAG ALONG RIGHTS.

                  (a) In connection with any Transfer by 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 IBM to Transfer all, but not less than
all, of its Securities 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. The terms of such Transfer shall be no less
favorable than the terms of the Transfer of stock by EES that triggered its
rights under this Section 4.4. IBM shall not be required to make any
representations or warranties in connection with such Transfer other than
representations and warranties as to (i) IBM's ownership of the Securities to be
Transferred free and clear of all liens, claims and encumbrances, (ii) IBM'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 IBM is given
10 days advance notice of such closing.

                  (b) The obligation of IBM to sell Securities pursuant to this
Section 4.4 shall apply if and only if IBM would (in connection with the
proposed transaction) realize an internal rate of return of at least thirty
percent (30%) per annum, calculated based on IBM's aggregate investment in the
Company under this Agreement as of such date and giving effect to all dividends
and other distributions or amounts received in respect of the Securities
purchased by IBM with any non-cash consideration reasonably valued in good faith
by the Company at the time of the distribution thereof, and if IBM has
Transferred any Securities prior to the proposed sale under Section 4.4, then
with the calculation of such internal rate of return assuming no such Transfers
had occurred and that IBM then retained such Transferred Securities.

                  4.5 TRANSFERS SUBJECT TO COMPLIANCE WITH SECURITIES ACT. IBM
acknowledges that the Securities have not been registered under the Securities
Act and agrees that no sale, transfer, assignment, hypothecation or other
disposition of the Securities shall be made in the absence of (a) a current
registration statement under the Securities Act as to the Securities and the
registration or qualification of the Securities 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 PROVIDED, HOWEVER, that an opinion of counsel
shall not be required in connection with a Transfer by IBM or an affiliate of
IBM of the Securities pursuant to Rule 144(k) of the Securities Act.

                  4.6 LOCK-UP AGREEMENT. In connection with any Initial Public
Offering of Common Stock, IBM 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 Securities for a


                                       12
<PAGE>

period of time following such Initial Public Offering as such underwriter may
reasonably request but not to exceed 180 days, PROVIDED, HOWEVER, that the terms
of such agreement are no more onerous or restrictive than the least restrictive
restrictions imposed on holders of at least one percent (1%) of the fully
diluted shares of Common Stock at the time of the Initial Public Offering and
any officers or directors of the Company holding Common Stock.

                  4.7 RESTRICTIVE LEGENDS. Each certificate representing
Securities held by IBM, and each certificate representing Securities 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 THE SUBSCRIPTION AGREEMENT DATED AS
         OF MAY 15, 2000, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT
         ITS PRINCIPAL EXECUTIVE OFFICES.

                   THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES
         ACT"), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES 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 SECURITIES 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.

                  4.8 CO-SALE PROVISIONS. EES agrees that until an Initial
Public Offering, IBM will be entitled to such rights as are afforded by EES or
an Affiliate of EES to the third party investors who invested cash in the
Company pursuant to the Contribution Agreement (the "Investors") under the
Stockholders Agreement to include any Securities issued hereunder in any
Transfer of Common Stock or Common Stock Equivalents by EES or its Affiliates to
other parties. If the Investors are permitted to include shares of Common Stock
and Common Stock Equivalents in connection with such a Transfer, then IBM shall
be entitled to include up to that number of Securities equal to (i) the number
of Securities held by IBM multiplied by (ii) a fraction the numerator of which
is the number of shares of Common Stock and Common Stock Equivalents the
Investors are entitled to sell in connection with such sale and the denominator
of which is the number of shares of Common Stock and Common Stock Equivalents
calculated on a fully-diluted basis then held by the Investors. The terms of
such Transfer shall be no less favorable than the terms of the Transfer by EES,
any Affiliate of EES or the Investors. IBM shall not be required to make any
representations or warranties in connection with such Transfer other than
representations and warranties as to (i) IBM's ownership of the Securities to be
Transferred free and clear of all liens, claims and encumbrances, (ii) IBM's
power and authority to effect such Transfer and (iii) such matters pertaining to
compliance with securities laws as the


                                       13
<PAGE>

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, or the Investors that are selling; PROVIDED that IBM is
given 10 days advance notice of such closing.

                  4.9 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 4.6 hereof), IBM will be entitled to piggyback registration rights to
include any shares of Common Stock issued hereunder (used herein, the "Piggyback
Securities") in any registration statement filed by the Company with the
Securities and Exchange Commission to register for sale shares of Common Stock
for cash in an underwritten offering under the Securities Act (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 IBM has the right to request
inclusion of Piggyback Securities, the Company shall promptly give written
notice of such proposed filing to IBM and, upon the written request by IBM which
shall be given to the Company within 10 days after delivery by the Company of
the notice of intent to file a registration statement, IBM may include in such
registration Piggyback Securities (which request by IBM shall specify the number
of Piggyback Securities proposed to be included in such registration). The
Company shall use commercially reasonable efforts to cause all such shares of
Piggyback Securities that IBM has requested to be included in such registration
on the same terms and conditions as the Common Stock otherwise being sold in
such registration; PROVIDED, HOWEVER, that if the managing underwriter or
underwriter advises the Company to reduce the number of shares of Common Stock
to be sold and the Company has the right to so reduce the number of shares
included therein by the Investors pursuant to the Stockholders Agreement, then
the number of Piggyback Securities included by IBM shall be reduced at the same
time the number of shares included by the Investors are reduced on a pro rata
basis based on the number of Securities held by IBM and the number of shares of
Common Stock calculated on a fully-diluted basis then held by the Investors that
requested the inclusion of shares in such registration. Notwithstanding the
foregoing, IBM shall not have any piggyback registration rights with respect to
Securities that it may sell pursuant to Rule 144(k) (or any successor provision)
promulgated under the Securities Act or (if the provisions would not result in
any material limitation on IBM's ability to sell) otherwise pursuant to Rule 144
(or any successor provision) promulgated under the Securities Act. The Company
may suspend, terminate or withdraw a piggyback registration 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 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


                                       14
<PAGE>

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 IBM
(or the agents who manage its accounts) or the fees and disbursements of any
underwriter.

                  4.10 OTHER ACTION. The Company and IBM 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 V
                               GENERAL PROVISIONS

                  5.1 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.

                  5.2 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 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.

                  5.3 REGISTRATION OF TRANSFERS. If, in the reasonable judgment
of counsel to the Company, a proposed Transfer by IBM would constitute a
violation of this Agreement, then the Company may refuse to register such
proposed Transfer of Securities 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 Securities to the extent reasonably
necessary to avoid such violation.


                                       15
<PAGE>

                  5.4 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 IBM, then to:

                             International Business Machines Corporation
                             New Orchard Road
                             Armonk, New York 10504

                             Attention:    L. A. Dayton
                                           Vice President, Corporate Development
                                           & Real Estate
                             Facsimile:    (914) 499-7803

                             with a copy to:

                             International Business Machines Corporation
                             New Orchard Road
                             Armonk, New York 10504

                             Attention:    Donald D. Westfall
                                           Associate General Counsel
                             Facsimile:    (914) 499-6006

                      (ii)   If to the Company, then to:

                             EMW Energy Services Corp.
                             10 Glenville Street
                             Greenwich, Connecticut 06831
                             Attention: General Counsel
                             Facsimile:    (203) 531-0404

                      (iii)  If to EES, then to:

                             Enron Energy Services, LLC
                             1400 Smith Street
                             Houston, Texas 77002
                             Attention: General Counsel
                             Facsimile:   (713) 646-2379


                                       16
<PAGE>

                  (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 5.4(a) (with confirmation of transmission), or (ii)
if given by any other means, when delivered at the address specified in Section
5.4(a). Any party by notice given in accordance with this Section 5.4 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.

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

                  5.6 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.

                  5.7 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.

                  5.8 ASSIGNMENT. This Agreement shall not be assigned by any
party without the express written consent of the other parties hereto (which
consent may be granted or withheld in the sole discretion of any party).


                                       17
<PAGE>


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

                                   EMW ENERGY SERVICES CORP.


                                   By:  /s/ JIMMIE L. WILLIAMS
                                      -------------------------------------
                                   Name:  Jimmie L. Williams
                                        -----------------------------------
                                   Title: Vice President
                                         ----------------------------------



                                   INTERNATIONAL BUSINESS MACHINES
                                   CORPORATION


                                   By:  /s/ LORENZO J. DE LA VEGA
                                      -------------------------------------
                                   Name:  Lorenzo J. De La Vega
                                        -----------------------------------
                                   Title: Director, Business Development
                                         ----------------------------------



                                   ENRON ENERGY SERVICES, LLC
                                   (solely for purposes of the provisions set
                                   forth in Sections 3.2, 4.4, 4.8 and 5.4)


                                   By:  /s/ MARK S. MULLER
                                      -------------------------------------
                                   Name:  Mark S. Muller
                                        -----------------------------------
                                   Title: Managing Director
                                         ----------------------------------


                                       18
<PAGE>


                                                                       EXHIBIT A

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                CAPITAL STRUCTURE
----------------------------------------------------------------------------------------------------------------------------------
                         CURRENT                                                   IBM EQUITY
                          STATE                                                    INVESTMENT
----------------------------------------------------------------------------------------------------------------------------------
Party/Equity Class        Common         CSE's      Primary  Fully Diluted     Common        CSE's       Primary  Fully Diluted
                        Outstanding   Outstanding                            Outstanding  Outstanding
----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>           <C>           <C>      <C>             <C>          <C>            <C>      <C>
EES
  Common Stock                                       45.0%        8.3%                                    42.7%         8.2%
                           45,000       45,000                                  45,000       45,000
----------------------------------------------------------------------------------------------------------------------------------
  Special Warrants                                               39.4%                                                 39.0%
                                       214,426                                              214,426
----------------------------------------------------------------------------------------------------------------------------------
                                                     45.0%       47.6%                                    42.7%        47.2%
                           45,000      259,426                                  45,000      259,426
----------------------------------------------------------------------------------------------------------------------------------
JEDI II
  Common Stock                                        0.2%        0.0%                                     0.2%         0.0%
                              184          184                                     184          184
----------------------------------------------------------------------------------------------------------------------------------
  Special Warrants                                    0.1%        0.1%
                                           390                                                  390
----------------------------------------------------------------------------------------------------------------------------------
                                                      0.2%        0.1%                                     0.2%         0.1%
                              184          574                                     184          574
----------------------------------------------------------------------------------------------------------------------------------
INVESTORS
==================================================================================================================================
DLJ:
----------------------------------------------------------------------------------------------------------------------------------
  Common Stock                                        8.8%        1.6%                                     8.3%         1.6%
----------------------------------------------------------------------------------------------------------------------------------


                                       19
<PAGE>

----------------------------------------------------------------------------------------------------------------------------------
                            8,750        8,750                                   8,750        8,750
----------------------------------------------------------------------------------------------------------------------------------
  Special Warrants                                                4.8%                                                  4.8%
                                        26,250                                               26,250
----------------------------------------------------------------------------------------------------------------------------------
  Investor Warrants                                               3.3%                                                  3.3%
                                        18,065                                               18,065
----------------------------------------------------------------------------------------------------------------------------------
                                                      8.8%        9.7%                                     8.3%         9.6%
                            8,750       53,065                                   8,750       53,065
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
GE:
----------------------------------------------------------------------------------------------------------------------------------
  Common Stock                                        8.8%        1.6%                                     8.3%         1.6%
                            8,750        8,750                                   8,750        8,750
----------------------------------------------------------------------------------------------------------------------------------
  Special Warrants                                                4.8%                                                  4.8%
                                        26,250                                               26,250
----------------------------------------------------------------------------------------------------------------------------------
  Investor Warrants                                               3.3%                                                  3.3%
                                        18,065                                               18,065
----------------------------------------------------------------------------------------------------------------------------------
                                                      8.8%        9.7%                                     8.3%         9.6%
                            8,750       53,065                                   8,750       53,065
----------------------------------------------------------------------------------------------------------------------------------
ONTARIO TEACHERS
----------------------------------------------------------------------------------------------------------------------------------
  Common Stock                                        8.6%        1.6%                                     8.1%         1.6%
                            8,566        8,566                                   8,566        8,566
----------------------------------------------------------------------------------------------------------------------------------
  Special Warrants                                                3.9%                                                  3.9%
                                        21,434                                               21,434
----------------------------------------------------------------------------------------------------------------------------------
  Investor Warrants                                               1.4%                                                  1.4%
                                         7,742                                                7,742
----------------------------------------------------------------------------------------------------------------------------------
                                                      8.6%        6.9%                                     8.1%         6.9%
                            8,566       37,742                                   8,566       37,742
----------------------------------------------------------------------------------------------------------------------------------
CalPERS
----------------------------------------------------------------------------------------------------------------------------------

                                       20
<PAGE>

----------------------------------------------------------------------------------------------------------------------------------
  Common Stock                                        3.8%        0.7%                                     3.6%         0.7%
                            3,750        3,750                                   3,750        3,750
----------------------------------------------------------------------------------------------------------------------------------
  Special Warrants                                                2.1%                                                  2.0%
                                        11,250                                               11,250
----------------------------------------------------------------------------------------------------------------------------------
  Investor Warrants                                               1.4%                                                  1.4%
                                         7,742                                                7,742
----------------------------------------------------------------------------------------------------------------------------------
                                                      3.8%        4.2%                                     3.6%         4.1%
                            3,750       22,742                                   3,750       22,742
----------------------------------------------------------------------------------------------------------------------------------
IBM - COMMON                                          0.0%        0.0%                                     5.2%         1.0%
                                -            -                                   5,502        5,502
----------------------------------------------------------------------------------------------------------------------------------
CORTEZ
----------------------------------------------------------------------------------------------------------------------------------
  Common Stock                                       25.0%        4.6%                                     23.7%        4.5%
                           25,000       25,000                                  25,000       25,000
----------------------------------------------------------------------------------------------------------------------------------
                                                     25.0%        4.6%                                     23.7%        4.5%
                           25,000       25,000                                  25,000       25,000
----------------------------------------------------------------------------------------------------------------------------------
MANAGEMENT:
----------------------------------------------------------------------------------------------------------------------------------
  Original Options                                   0.00%        9.5%                                     0.00%        9.4%
                                -       51,613                                       -       51,613
----------------------------------------------------------------------------------------------------------------------------------
  Additional Options                                 0.00%        4.7%                                     0.00%        4.7%
                                        25,806                                               25,806
----------------------------------------------------------------------------------------------------------------------------------
                                                     0.00%       14.2%                                     0.00%       14.1%
                                -       77,419                                       -       77,419
----------------------------------------------------------------------------------------------------------------------------------
CHANNEL PARTNERS
----------------------------------------------------------------------------------------------------------------------------------
AOL                                                  0.0%         2.4%                                     0.0%         2.3%
                                -       12,903                                       -       12,903
----------------------------------------------------------------------------------------------------------------------------------


                                       21
<PAGE>

----------------------------------------------------------------------------------------------------------------------------------
Other                                                 0.0%       0.50%                                      0.0%        0.5%
                                -        2,723                                       -        2,723
----------------------------------------------------------------------------------------------------------------------------------
                                                      0.0%       2.9%                                       0.0%        2.8%
                                -       15,627                                       -       15,627
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
IPO
----------------------------------------------------------------------------------------------------------------------------------
TOTAL                                               100.0%      100.0%                                   100.0%       100.0%
                          100,000      544,658                                 105,502      550,160
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
ASSUMPTIONS:                                                                  IBM invests                     $10.0 mm
                                                                            ResCo Valuation                  $1,000.0 mm
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       22