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DRAFT: 11/07197 <br />This Confirmation Letter is being provided pursuant to and in accordance with the Master Energy <br />Purchase and Sale Agreementdated , 1997 (the "Master Agreement") between <br />Counterparty and EPMI, and constitutes part of and is subject to all of the terms and provisions of such <br />Master Agreement. Terms used but not defined herein shall have the meanings ascribed to them in this <br />Master Agreement.. <br />Please confirm that the terms stated herein accurately reflect the agreement between you and <br />EPMI by returning an executed copy of this letter by facsimile to EPMI. If you do not return this <br />Confirmation Letter or object to this Confirmation Letter within two Business Days of your receipt of it, <br />you will have accepted and agreed to all of the terms included herein, including the terms and provisions <br />of the Agreement. <br />"COUNTERPARTY "EPMI" <br />THE CITY OF COLTON, CALIFORNIA ENRON POWER MARKETING, INC. <br />By: <br />Title: <br />Date: <br />2 <br />By: <br />Title: <br />Date: <br />