Kinko's Electric Master

Attached are revised drafts of (i) the Kinko's Electric Master, and (ii) the Transaction Agreement for the applicable Texas facilities. Each of the attached documents has been "red-lined" against the current version of the original base form from which it was derived.

The following are the most significant revisions which have been made to the August 21 drafts:

1. Any Utility Invoice Credits from "green" power will accrue to the benefit of EESI, rather than Kinko's. Section 2.8 of the Master has been restored to the original "form" version to reflect this.

2. Cross-default language with respect to Kinko's and its subsidiaries has been added to Section 3.1 of the Master.

3. The "deemed insecurity" provision has been deleted from Section 3.6 of the Master.

4. The right to terminate because of a change in law has been made unilateral in favor of EESI, rather than reciprocal. Section 3.8 of the Master has been restored to the original "form" version to reflect this.

We are hoping to send the drafts out to Kinko's this afternoon. Please let me know if you have any questions or comments with respect to the attached documents.

Paul