Subject: "FINAL Comments".

Body: Adele and Maria: Here are my final comments: 1. In the ISDA Schedule, Part 4, Section (f)(iii), we cannot accept a 30 day waiting period. Why can't the Guaranty be furnished when the Reorg becomes effective? 2. In each Guaranty, there is an extra zero in the "cap" amount. 3. In the PSE&G Guaranty, the Counterparty notice section should be just like what is in the Master for primary notices and copies. 4. In the LC, in the new language on the second page, change Uniform Customs to UCP. That's all I have. Subject to resolving point #1, please e-mail to me the Enron Guaranty and please coordinate with Susan Flynn on getting final versions executed and obtaining other closing items. I will review your opinion shortly.

Subject: "Estimates".

Body: Bart-here is the information you requested. One note, the work that Andy Schiffrin has been doing on the Interconnection Agreement has been quite significant, and represents the bulk of the fees. To date, we have billed $44,722.21, which remain outstanding. Copies of these invoices are being sent separately. In the months of September and to date in October, unbilled fees are approximately $11,000. As to future work, which would include negotiating and finalizing the Interconnection Agreement and negotiating the sale agreement, I estimate $30,000. Let me know if there is anything else you need or if you have any questions. Regards

Subject: "EPFS/TW Interconnect Agreement".

Body: Attached is the final version of the Interconnect Agreement. I've changed Section 4.2 in accordance with our e-mail discussion. Additionally, I've filled in the blanks for POI# and date of commencement of construction, and added an Exhibit A (and a reference to Exhibit A in the definition of "Facilities") listing what will be installed. Darin, kindly fill in the appropriate contact information on page 11, have the agreement executed by EPFS in duplicate originals, and return both originals to me. I will return a fully executed original to you. Lorraine Lindberg will be forwarding you wire transfer information for the payments that are due from EPFS upon execution. If you have any questions, please do not hesitate to contact me. Lorraine will be on vacation as of tomorrow. Thank you,

Subject: "new build".

Body:
Jay and Matt, We should get together and build a gas consumption model for the new generation in the west. We should identify the delivery point and then continue to monitor their status. This will provide us with more information behind our Socal/Rockies spread. Thanks,