Project Bigtoe

Ken:

Mark H. asked me to forward to you this initial draft term sheet. We would
like to talk to you, and presumably one of your colleagues, tomorrow
regarding the possible antitrust implications of the proposed structure.
Please give me a call and we can schedule a time.

Thanks,

Mark
---------------------- Forwarded by Mark Taylor/HOU/ECT on 03/01/2000 06:58
PM ---------------------------

Enron North America Corp.

From: Mark E Haedicke 03/01/2000 05:47 PM

To: Mark Taylor/HOU/ECT@ECT
cc:
Subject: Project Bigtoe

Mark, give me a call. Mark