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This information is for the private use of the recipient and may not be disclosed to any other entity (including affiliates) without the prior written consent of Enron North America.  All of the above prices are "indicative" prices  and are subject to change depending upon changing market conditions and liquidity.  The transactions are also subject to negotiation of mutually acceptable definitive agreements, satisfactory credit arrangements and the approval of the respective management's of our two companies. This term sheet is not intended to create a binding or enforceable contract nor is it an offer or a commitment to enter into any transaction.  All terms are subject to change until  agreement as to a specific transaction has been reached.  ENA is not acting as a fiduciary or advisor and you should evaluate and understand the terms, conditions, and risks of all transactions in making your decisions with respect thereto



Mark D. Smith
Manager
Enron North America
713-853-6601
Mark.Smith@enron.com