This Noncompetition and License Agreement (“Agreement”), is made this31st day of July, 2000, by and between Columbia Energy Group, a Delawarecorporation (“Columbia”), and The New Power Company, a Delaware corporation(“New Power”), and is effective as of the Effective Date (as hereinafterdefined).


WHEREAS, pursuant to the Asset Purchase Agreement, New Power isacquiring the Specified Assets from Sellers; and