Re: Confidentiality Agreements

Mark, I reviewed the CSA for our obligations. They are as follows:

1. ECS will work with the Utility in good faith to establish the online
monitoring automatic load controlling system for the No. 21 Schedule.

2. If the online system can not be established, then ECS will work with TW
to develop a manual system to accomplish the same. ECS will keep TW whole on
any costs for incremental manpower required for such manual system.

This provision was written very generally.

Mark Knippa
12/01/2000 10:45 AM

To: Gerald Nemec/HOU/ECT@ECT
cc:
Subject: Re: Confidentiality Agreements

Gerald, here is the address I have for Jere. I was discussing this with him
today.
Lets get it over to them so we can get the monitoring system going. He
indicated
that Tri-State is in the process of changing/modifying how they monitor and
charge
for demand or peaking service. I'm real interested to see what this is.

Under our CSA we are required to provide TW/ET&S with some type of system to
monitor the peaking from Tri-State (hence this conf. agreement). The
resources that
we needed from EE&CC are now gone due to the restructure between EE&CC,
EES and ET&S. It's going to be money out of ECS's pocket I believe despite
the fact
that it was part of our agreement with EE&CC for the turnkey construction
quote. I also
need to discuss with Courtney since he was heading up this effort.

We may need to review exactly what our obligations are under the agreement.
Oh, by
the way, TW is developing an expansion of Gallup to up the system to a full
12,000 hp
from 10,000.

Tri-State Generation & Transmission Association, Inc.
1100 W. 116th Ave P.O. Box 33695
Denver, Co. 80233

To: jbates@tristategt.org
cc: Mark Knippa/HOU/ECT@ECT
Subject: Confidentiality Agreements

Jere,

I have the confidentiality agreements fully executed on our side. What is
your address, so I can forward to you for execution by Tri-State. Thanks.