---------------------- Forwarded by Don Miller/HOU/ECT on 05/17/2000 08:12 PM 
---------------------------
From: Stuart Zisman on 05/17/2000 10:01 AM
To: Don Miller/HOU/ECT@ECT
cc: Lance Schuler-Legal/HOU/ECT@ECT, Jordan Mintz/HOU/ECT@ECT 
Subject: Revised JV Term Sheet for E2


Attached is the JV Term Sheet that was originally drafted by Lance which I 
have revised in the following ways:

1)  The concept of having 25% of the aggregate consideration supported by a 
letter of credit or otherwise payable in cash has been added.
2)  The bracketed questions/comments relating to (1) Purchaser's potential 
ability to effect a tax free contribution without requiring the establishment 
by the issuer of a holding company and (2) the request for confirmation about 
non-compete arrangements and development opportunities, have been deleted 
[JORDAN - PLEASE ADVISE IF THIS IS PROBLEMATIC]
3)  The Doyle and Calumet facilities have been removed from Annex A
4)  The entity names for the Wheatland and Lincoln Sites have been inserted.

Please call asap with any questions or comments

Stuart