SETTLEMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT
This Settlement, Assignment and Assumption Agreement, dated as of December __, 2000 (this "Agreement"), is by and among ENRON POWER MARKETING, INC. ("EPMI"), PG&E Energy Trading – Power, L.P. ("PGET") and AVISTA ENERGY, INC.               ("AVISTA"), and each a "Party" and collectively the "Parties".  
W I T N E S S E T H
WHEREAS, PGET has entered into a Master Agreement dated _____ with Enron Energy Marketing Corp. (formerly known as PG&E Energy Services, [Inc.]) ("EEMC"), pursuant to which PGET hasand EEMC have entered into multiplethe two power sale transactions, a list of which transactions is set forth in listed on Exhibit A, whereby PGET is obligated to sell and deliver and EEMC is obligated to purchase and accept certain specified amounts of power at certain specified times to EEMC;
WHEREAS, the foregoing Master Agreement and the transactions thereunder between PGET and EEMC have been assigned to EPMI pursuant to an Assignment and Assumption Agreement dated as of December [  ], 2000;
WHEREAS, for purposes of this Agreement, the foregoing Master Agreement between PGET and EEMC, as assigned to EPMI, shall be referred to herein as the "PGET/EPMI Agreement" and certain of the two transactions under the PGET/EPMI Agreement,set forth as more specifically identifiedItems 1 and 2 on Exhibit A hereof, shall be referred to herein as "EPMI Transaction 1" (but only to the extent of 50 MWh/h as further described below) and "EPMI Transaction 2," respectively, and collectively, as the "EPMI Purchase Transactions";
WHEREAS, pursuant to the PGET/EPMI Agreement, EPMI has the right to call, and has called for, the posting of certain collateral by PGET in order to secure PGET's obligations thereunder, as and to the extent permitted under the PGET/EPMI Agreement and the EPMI Transactions;
WHEREAS, PGET has informedand EPMI are desirous of identifying a means to avoid, to the extent possible, circumstances that PGET will not be able to post such collateral, therebycould potentially triggering a right of EPMI to effecttrigger a termination of the EPMI Purchase Transactions by managing their respective power trading positions;
WHEREAS, PGET has entered into a Master Agreement dated _____ with AVISTAtwo transactions pursuant to which AVISTA has entered into multiple transactions, a list of which transactions is set forth inthe Western Systems Power Pool Agreement ("WSPP Agreement") as listed on Exhibit B (the "PGET Purchase Transactions"), whereby AVISTA is obligated to sell and deliver and PGET is obligated to purchase and accept certain specified amounts of power at certain specified times to PGET (the PGET Purchase Transactions, together with the MasterWSPP Agreement betweenas applicable to the PGET andPurchase AVISTA,Transactions shall be referred to herein as the "PGET/AVISTA Agreement");
WHEREAS, AVISTA has deposited with PGET cash collateral in the amount of $30,800,000.00 U.S. Dollars as security for AVISTA's future obligations to PGET in respect of the PGET Purchase Transactions (the "AVISTA Collateral");
WHEREAS, WHEREAS, EPMI and AVISTA have entered into a Master Energy Purchase and Sale Agreement, dated as of _______,February 4, 1998, which agreement governs power transactions entered into between EPMI and AVISTA from time to time (the "EPMI/AVISTA Master Agreement");
WHEREAS, PGET, EPMI and AVISTA now desire to enter into certain settlement agreements relating to the EPMI Purchase Transactions and the PGET Purchase Transactions; and
NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the partiesParties hereto agree as follows:
Section 1.	Assignment and Assumption of PGET Purchase Transactions.  
(a)	Effective as of and from December [  ], 2000 (the "Effective Date"), PGET hereby assigns, transfers and conveys, without recourse, to EPMI all of PGET's right, title and interest in, to and under the PGET Purchase Transactions, except with respect to obligations incurred on account of or with respect to obligations arising prior to the Effective Date, including without limitation the delivery of power delivered, if any, prior to the Effective Date.  EPMI hereby accepts such assignment, transfer and conveyance and assumes all of the obligations and liabilities of PGET under the PGET Purchase Transactions arising on or after the Effective Date and agrees to perform and observe all of the terms, covenants, agreements, obligations and conditions therein contained on PGET's part to be performed and observed and to be bound by all of the terms and conditions of the PGET Purchase Transactions on and after the Effective Date.  EPMI shall not be obligated to perform or discharge, nor does it hereby undertake to perform or discharge or assume any responsibility for, any obligation, duty or liability under the PGET Purchase Transactions arising prior to the Effective Date, including with respect to power delivered, if any, to PGET prior to the Effective Date.  
(b)	AVISTA hereby consents to the assignment by PGET of the PGET Purchase Transactions to EPMI as of the Effective Date and releases PGET from certain obligations under the PGET Purchase Transactions, as more specifically set forth in Sections 4(a) and 5 below.  AVISTA agrees and acknowledges that any and all liabilities or obligations arising out of or with respect to the PGET Purchase Transactions resulting from actions, failures to act or events occurring prior to the Effective Date or the delivery of power, if any, prior to the Effective Date shall be solely for the account of PGET.
(c)	EPMI and AVISTA hereby acknowledge and agree that effective as of and after the Effective Date each of the PGET Purchase Transactions shall be deemed to be amended and restated automatically and without any further act of such partiesParties, so as to be governed by and subject to all of the terms and conditions of the EPMI/AVISTA Master Agreement in lieu of the WSPP Agreement.  EPMI and AVISTA shall cooperate to take such actions as may be reasonably necessary or appropriate to conform any documents to reflect the inclusion of the PGET Purchase Transactions as part of the EPMI/AVISTA Master Agreement in lieu of the WSPP Agreement.
Section 2.	Representations and Warranties.  
(a)	Each of AVISTA, PGET and EPMI hereby represents and warrants to the other partiesParties hereto that (i) the execution, delivery and performance of this Agreement by it are within its powers, and have been duly authorized by all necessary corporate or other action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it, (ii) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to any equitable defenses, (iii) it is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of any other partyParty in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Agreement and, (iv) there are no consents or approvals of any governmental authorities applicable to it, and no filings or notices are required to be made by it with any such governmental authorities, with respect to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (v) it is a "forward contract merchant" and each of the various purchase transactions and master agreements relevant to the transactions contemplated by this Agreement and to which it is a party constitute "forward contracts" as defined in 11 U.S.C. §101.
(b)	PGET represents and warrants that it is the legal and beneficial owner of all right, title and interest in, to and under the PGET Purchase Transactions and that the PGET Purchase Transactions are free and clear of any liens, encumbrances or adverse claims.  
(c)	Each of AVISTA and PGET represent and warrant that (i) the PGET Purchase Transactions are in full force and effect and (ii) notwithstanding whether there has been or there is existing under the PGET/AVISTA Agreement a default, event of default or other breach, or any event or circumstance that with the passage of time would be reasonably likely to result in a default, event of default or breach, neither PGET nor AVISTA shall raise any defense to the enforceability or validity of the PGET Purchase Transactions, which PGET Purchase Transactions shall remain in full force and effect on and after the Effective Date.  
Section 3.	Indemnification. 
(a)	PGET hereby agrees to indemnify, defend and save harmless EPMI, EPMI's affiliates, and their respective present, former and future directors, officers, trustees, representatives, employees, attorneys, advisors, agents, stockholders, partners, predecessors, legal representatives, successors and assigns, in any capacity whatsoever, from and against any and all losses, damages, claims, demands, actions, complaints, causes of action, suits, judgments, obligations, liabilities, debts, penalties, expenses, fines and reasonable attorneys' fees and expenses (including attorneys' fees and expenses incurred with respect to the enforcement of this indemnity by EPMI) that directly or indirectly relate to, result from, or arise out of the PGET Purchase Transactions with respect to any event or circumstance arising prior to the Effective Date.
(b)	EPMI hereby agrees to indemnify, defend and save harmless PGET, PGET's affiliates, and their respective present, former and future directors, officers, trustees, representatives, employees, attorneys, advisors, agents, stockholders, partners, predecessors, legal representatives, successors and assigns, in any capacity whatsoever, from and against any and all losses, damages, claims, demands, actions, complaints, causes of action, suits, judgments, obligations, liabilities, debts, penalties, expenses, fines and reasonable attorneys' fees and expenses (including attorneys' fees and expenses incurred with respect to the enforcement of this indemnity by PGET) that directly or indirectly relate to, result from, or arise out of the PGET Purchase Transactions with respect to any event or circumstance arising on or after the Effective Date.
Section 4.	Releases.  
(a)	 Subject to Sections 5(a) and 5(b) below, effective on the Effective Date, EPMI and AVISTA, each on behalf of itself and its respective affiliates, hereby irrevocably, fully and completely releases and forever discharges PGET, PGET's affiliates, and their respective present, former and future directors, officers, trustees, representatives, employees, attorneys, advisors, agents, stockholders, partners, predecessors, legal representatives, successors and assigns, in any capacity whatsoever (collectively, the "PGET Released Parties"), from any and all claims, actions, complaints, causes of action, judgments, liabilities, obligations, damages, debts, demands or suits, at law or in equity, known or unknown (collectively, "Claims"), that EPMI or AVISTA and/or their respectiveits affiliates ever had, now has or hereafter can, shall or may have against any PGET Released Party for, upon, or by reason of any matter, cause or thing whatsoever, that directly or indirectly relate to, result from, or arise out of the PGET Purchase Transactions.  PGET shall not be obligated to perform or discharge, nor does it hereby undertake to perform or discharge, any obligation, duty or liability under the PGET Purchase Transactions arising on or after the Effective Date.  
(b)	Subject to Sections 5(a) and 5(b), effective on the Effective Date, PGET, on behalf of itself and its affiliates, hereby irrevocably, fully and completely releases and forever discharges AVISTA, AVISTA's affiliates, and their respective present, former and future directors, officers, trustees, representatives, employees, attorneys, advisors, agents, stockholders, partners, predecessors, legal representatives, successors and assigns, in any capacity whatsoever (collectively, the "AVISTA Released Parties"), from any and all Claims that PGET and/or its affiliates ever had, now has or hereafter can, shall or may have against any AVISTA Released Party for, upon, or by reason of any matter, cause or thing whatsoever, that directly or indirectly relate to, result from, or arise out of the PGET Purchase Transactions. 
(c)	(b) Subject to Section 5(c) below, effective on the Effective Date, PGET, on behalf of itself and its affiliates, hereby irrevocably, fully and completely releases and forever discharges EPMI, its affiliates, and their respective present, former and future directors, officers, trustees, representatives, employees, attorneys, advisors, agents, stockholders, partners, predecessors, legal representatives, successors and assigns, in any capacity whatsoever (collectively, the "EPMI Released Parties"), from any and all Claims that PGET and/or its affiliates ever had, now has or hereafter can, shall or may have against any EPMI Released Party for, upon, or by reason of any matter, cause or thing whatsoever, that directly or indirectly relate to, result from, or arise out of the EPMI Purchase Transactions.  EPMI shall not be obligated to perform or discharge, nor does it hereby undertake to perform or discharge, any obligation, duty or liability under the EPMI Purchase Transactions on or after the Effective Date.  
(d)	(c)  Subject to Section 5(c) below, effective on the Effective Date, EPMI, on behalf of itself and its affiliates, hereby irrevocably, fully and completely releases and forever discharges the PGET Released Parties from any and all Claims that EPMI and/or its affiliates ever had, now has or hereafter can, shall or may have against any PGET Released Party for, upon, or by reason of any matter, cause or thing whatsoever, that directly or indirectly relate to, result from, or arise out of the EPMI Purchase Transactions.  PGET shall not be obligated to perform or discharge, nor does it hereby undertake to perform or discharge, any obligation, duty or liability under the EPMI Purchase Transactions on or after the Effective Date.
Section 5.	Reserved Rights.  
(a)	The releasereleases set forth in Sections 4(a) and 4(b) above shall not affect, and the respective rights of   PGET and AVISTA as against each other shall be reserved, without prejudice whatsoever with respect to, any claim, default or breach relating to the PGET/AVISTA Agreement  Purchase Transactions applicable to the performance or failure to perform thereunder of any party thereto prior to the Effective Date, which claim, default or breach has been asserted in a writing delivered to both PGET and EPMI all Parties to this Agreement prior to the Effective Date.  In such event, PGET and AVISTA shall negotiate in good faith to resolve any such disputeclaim, default or breach, but the existence of any such dispute shall not affect the paymentspayment set forth in Section 7 or the consummation of the transactions contemplated hereunder, and the respective rights of PGET and AVISTA with respect to such dispute shall be preserved and shall be governed by the PGET/AVISTA Agreement and the PGET Purchase Transactions (as modified in Section 10 hereof) as in effect prior to the effectiveness of this Agreement.
(b)	Notwithstanding the assignment of the PGET Purchase Transactions as herein provided or the release set forth in Section 4(a) above, PGET shall remain liable for any and all amounts due thereunder with respect to deliveries of power, if any, made prior to the Effective Date and any invoices outstanding under the PGET Purchase Transactions as of the Effective Date and the rights of AVISTA with respect to such payments and invoices shall be processed until paid in full and the respective rights of PGET and AVISTA with respect to such invoices shall be preserved.
(c)	Notwithstanding the termination of the EPMI Purchase Transactions as herein provided or the release set forth in Section 4(c) above, EPMI and PGET shall each remain liable for any and all amounts due thereunder with respect to deliveries of power, if any, made prior to the Effective Date and any invoices outstanding under the EPMI Purchase Transactions as of the Effective Date and the rights of each of EPMI and PGET with respect to such payments and invoices shall be processed until paid in full and the respective rights of PGET and EPMI with respect to such invoices shall be preserved.  Furthermore, EPMI and PGET expressly acknowledge and agree that the release set forth in Section 4(c) above and the termination of the EPMI Transactions pursuant to Section 6 shall not apply to or affect, and the respective rights of PGET and EPMI as against each other shall be reserved without prejudice whatsoever as to 25 MWh/h of the contract "Quantity" set forth in the Transaction Letter dated July 13, 1999 confirming EPMI Transaction 1.  For sake of certainty, EPMI and PGET expressly acknowledge and agree that on and after the Effective Date, the section titled "Quantity" in such Transaction Letter, as a result of this Agreement, shall provide as follows: "Seller will deliver, or arrange for delivery to Buyer at the Delivery Point, 25 MWh/h of  Firm Energy during the Delivery Hours of the Term" and as so modified EPMI Transaction 1 shall remain in full force and effect in accordance with the PGET/EPMI Agreement and the Transaction Letter dated July 13, 1999.
Section 6.	Termination of EPMI Purchase Transactions.; Reaffirmation of 25 MWh/h of EPMI Transaction 1.  In consideration of the assignment by PGET of the PGET Purchase Transactions and the settlement payment by EPMI of the amount specified in Section 7 below to PGET, the EPMI Purchase Transactions shall be terminated and of no further force or effect effective as of and from the Effective Date, except as contemplated by Section 5(c) above.    With respect to EPMI Transaction 1, EPMI and PGET hereby agree to reaffirm such transaction on the date hereof, but only to the extent of 25 MWh/h.
Section 7.	EPMI Cash Settlement Payment.  On the Effective Date, inIn consideration of the settlement and termination of the EPMI Purchase Transactions as described above and the assignment of the PGET Purchase Transactions effected by this Agreement, on the Effective Date EPMI shall pay PGET a settlement payment in an amount equal to [           ] dollars ($____) by wire transfer of immediately available funds to the account set forth below.
Bank:
ABA #:  
Acct. #:  
Attn: 
Ref: 

Section 8.	Return of AVISTA Collateral.  In consideration of the consent by AVISTA to the assignment of the PGET Purchase Transactions to EPMI effected by this Agreement, on the Effective Date PGET shall return to AVISTA the AVISTA Collateral, plus any applicable interest as agreed to by PGET and AVISTA, by wire transfer of immediately available funds to the account set forth below. 
Bank:  Bank of America, San Francisco
ABA #:  121000358
Beneficiary:  Avista Energy, Inc.
Beneficiary Account:  12330-26461
Ref:  Cash Collateral Return

In the event of any dispute as to the amount of applicable interest, PGET shall nonetheless return to AVISTA the AVISTA Collateral (including the amount of interest that is not in dispute) on the Effective Date, and in no event shall any such dispute invalidate this Agreement, be considered a breach of this Agreement by either AVISTA or PGET or allow for the suspension by any Party hereto of their respective obligations hereunder.  If there is any dispute with respect to the amount of such interest, AVISTA and PGET shall negotiate in good faith to resolve such dispute as promptly as possible.

Section 9.	Section 8. PGET Purchase Transactions to be Governed by EPMI/AVISTA Master Agreement.  AVISTA and EPMI agree that as of and from the Effective Date, the PGET Purchase Transactions shall be governed by, and the partiesParties' respective rights and obligations shall be determined under, the EPMI/AVISTA Master Agreement, including without limitation, the failure to deliver power, termination, liquidation, netting and set-off provisions provided therein, in lieu of the WSPP Agreement.  In the event of a conflict between the terms of the PGET Purchase Transactions (except with respect to references to the WSPP Agreement) and the terms of the EPMI/AVISTA Agreement, the terms of the PGET Purchase Transactions shall govern (and any obligation or right under the PGET Purchase Transactions pertaining to PGET shall be deemed to pertain to EPMI).   In furtherance of Section 1(c) above (but not in limitation thereof), promptly after the Effective Date, AVISTA and EPMI further agree that the partiesParties shall take all actions and do all things necessary to amend and restate the PGET Purchase Transactions in order to correctly set forth the parties to the PGET Purchase Transactions and the governance of such transactions by the EPMI/AVISTA Master Agreement.
Section 10.	Acknowledgment and Agreement Regarding Errors With Respect to PGET Purchase Transactions' Confirmations.  AVISTA and PGET acknowledge and agree that in reviewing the executed Transaction Letters confirming the PGET Purchase Transactions, they discovered certain errors therein which AVISTA and PGET mutually desire to correct, such corrections to be effective for all periods prior to and after the Effective Date, as if such confirmations never contained such errors.  In furtherance thereof, the Parties hereto agree that such Transaction Letters shall be corrected to provide as follows:
(a)	With respect to the Transaction Letter dated July 8, 1999 (Confirmation Number 403862) confirming the trade agreed to July 7, 1999, the section titled "Total Volumes" (including all numerical figures in such section, whether typewritten or modified by handwriting) is hereby deleted in its entirety; and
(b)	With respect to the Transaction Letter dated July 14, 1999 (Confirmation Number 404335) confirming the trade agreed to July 13, 1999, (i) the phrase "including NERC holidays only" contained at the end of the section titled "Term" is hereby deleted in its entirety and (ii) the section titled "Total Volumes" (including all numerical figures in such section, whether typewritten or modified by handwriting) is hereby deleted in its entirety.
AVISTA and EPMI specifically agree and acknowledge that the PGET Purchase Transactions (as corrected above) shall be in full force and effect on and after the Effective Date.

Section 11.	Section 9. Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original instrument and all of which when taken together shall constitute one and the same agreement.
Section 12.	Section 10. Governing Law.    THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  
Section 13.	Section 11. Arbitration.  Any claim, counterclaim, demand, cause of action, dispute, andor controversy arising out of or relating to this Agreement or the relationship established by this Agreement, any provision hereof, the alleged breach thereof, or in any way relating to the subject matter of this Agreement, involving the Parties and/or their respective representatives (for purposes of this Section 1112 only, collectively the "Claims"), even though some or all of such Claims allegedly are extra-contractual in nature, whether such Claims sound in contract, tort, or otherwise, at law or in equity, under state or federal law, whether provided by statute or the common law, for damages or any other relief, shall be resolved by binding arbitration.  Arbitration shall be conducted in accordance with the rules of arbitration of the Federal Arbitration Act and, to the extent an issue is not addressed by the federal law on arbitration, by the Commercial Arbitration Rules of the American Arbitration Association.  The validity, construction, and interpretation of this agreement to arbitrate, and all procedural aspects of the arbitration conducted pursuant hereto, shall be decided by the arbitrators.  In deciding the substance of the Parties' Claims, the arbitrators shall refer to the governing law.  It is agreed that the arbitrators shall have no authority to award treble, exemplary or punitive damages of any type under any circumstances, whether or not such damages may be available under state or federal law, or under the Federal Arbitration Act, or under the Commercial Arbitration Rules of the American Arbitration Association, the Parties hereby waiving their right, if any, to recover any such damages.  The arbitration proceeding shall be conducted in New York, New York.  Within thirty (30) days of the notice of initiation of the arbitration procedure, each partyParty to the arbitration shall select one arbitrator.  TheIf the dispute subject to arbitration involves all of the Parties, the three (3) arbitrators selected shall select a fourth arbitrator (or, if only two Parties are involved, the two arbitrators shall select a third arbitrator).  The fourth (or third, as the case may be) arbitrator shall be a person who has over eight years professional experience in electrical energy-related transactions and who has not previously been employed by either Partyany of the Parties and does not have a direct or indirect interest in any of the Parties or the subject matter of the arbitration.  While the fourth arbitrator (or third, as the case may be) shall be neutral, the three partyParty-appointed arbitrators are not required to be neutral, and it shall not be grounds for removal of any of the three partyParty-appointed arbitrators or for vacating the arbitrators' award that any of such arbitrators has past or present minimal relationships with the Party that appointed such arbitrator.  To the fullest extent permitted by law, any arbitration proceeding and the arbitrator's award shall be maintained in confidence by the Parties.  Any and all of the arbitrators' orders and decisions may be enforceable in, and judgment upon any award rendered in the arbitration proceeding may be confirmed and entered by, any federal or state court of competent jurisdiction.
Section 14.	Section 12. Confidentiality. None of the Parties shall disclose the terms or conditions of this Agreement to a third party (other than the Party's employees, affiliates, lenders, counsel, accountants or advisors who have a need to know such information and have agreed to keep such terms confidential) except in order to comply with any applicable law or regulation or in connection with any court or regulatory proceeding; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit theany such disclosure.  The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation.
Section 15.	Section 13. Binding Effect; Assignment.  This Agreement shall be binding upon and inure to the benefit of the partiesParties hereto and their respective successors and permitted assigns.  This Agreement may not be assigned by either of the partiesParties hereto without the express written consent of the other partiesParties hereto, which consents shall not be unreasonably withheld.
Section 16.	Section 14. Severability.  If any provision of this Agreement shall be declared by any court of competent jurisdiction illegal, void or unenforceable (in whole or in part) for any reason, the remaining provisions shall not be affected, but shall remain in full force and effect; provided, however, that in the event that as a result of any such declaration, a partyParty hereto would be denied the enjoyment of the material economic benefits of the transactions contemplated hereby, this Agreement shall be deemed to be void ab initio.
Section 17.	Section 15. Entire Agreement.  This Agreement contains the entire understanding of the partiesParties with respect to the subject matter hereof and supersedes all prior agreements and understandings. 
Section 18.	Section 16. Waiver.  No failure on the part of any partyParty to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by any partyParty of any right, remedy or power hereunder preclude any other or future exercise of any other right, remedy or power.
IN WITNESS WHEREOF, the partiesParties hereto have executed this Settlement Agreement as of the date first above written.

ENRON POWER MARKETING, INC.

By:  _________________________________
Name:  _______________________________
Title:  ________________________________

PG&E ENERGY TRADING - POWER, L.P.

By PG&E Energy Trading – Power Holdings Corporation, its sole general partner

By:  _________________________________
Name:  _______________________________
Title:  ________________________________

AVISTA ENERGY, INC.

By:  _________________________________
Name:  _______________________________
Title:  ________________________________

Exhibit A

[Insert list of EPMI Purchase Transactions]

Item 1.	Transaction Letter dated July 13, 1999 (Ticket: ACW672, Revision To: ACW 652) confirming trade agreed to July 7, 1999 (but only to the extent of 50 MWh/h, as more specifically set forth herein), a copy of which is attached hereto.*

Item 2.	Transaction Letter dated March 15, 2000 (Ticket: ACY184) confirming trade agreed to July 13, 1999, a copy of which is attached hereto.

*Transaction Letter to continue in full force and effect for 25 MWh/h.

Exhibit B

[Insert list of PGET Purchase Transactions] 

Item 1.	Transaction Letter dated July 8, 1999 (Confirmation Number 403862) confirming trade agreed to July 7, 1999.*

Item 2.	Transaction Letter dated July 14, 1999 (Confirmation Number 404335) confirming trade agreed to July 13, 1999.**

*As such Transaction Letter has been corrected as provided for in Section 10(a) of this Agreement.

**As such Transaction Letter has been corrected as provided for in Section 10(b)
of this Agreement. 

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