Mr. Edmonds:

Per Andy Zipper's request, attached please find a final version of the letter
of understanding and term sheet. To assist in your review, attached below is
a version of the termsheet marked to show changes from the prior version:

If the attached are acceptable, please print and execute two copies and
forward them to me by overnight courier. Enron Net Works will return to you
a fully-executed copy on Enron Net Works' letterhead.

Please do not hesitate to contact me at your convenience with any comments or
questions regarding the attached.

Travis McCullough
Enron North America Corp.
1400 Smith Street EB 3817
Houston Texas 77002
Phone: (713) 853-1575
Fax: (713) 646-3490