Discussion Drafts for Oakhill and Bay Gas

Mark, Attached are rough drafts of the following documents for the noted
projects:

Bay Gas Storage
1. Draft CSA
2. Draft Lease Agreement
3. Draft O&M Agreement

Oakhill
1. Draft CSA
2. Draft O&M Agreement for Hanover to provide maintenance.

Please note that these are really rough based on the limited information
available at this time. I did not provide a lease agreement for Oakhill as
you indicated Hanover would finance/lease the Electric Motor Drivers to ECS.
If Hanover is providing a straight lease, the lease for Bay Gas could be
used. If Hanover is providing a purchase option, the lease agreement would
need to be modified for the purchase option. My suggestion is to provide
these forms to the customer with the caveat that as the commercial terms are
fine tuned, these drafts will be modified. But this gives them the basic
idea. In my absence please contact Barbara for coordination of legal
support in the event you cannot wait until I return. Thanks.