Amerex is done at $250 K
---------------------- Forwarded by Bob Shults/HOU/ECT on 12/22/2000 10:10 AM 
---------------------------


"Steve town" <Stevet@amerexenergy.com> on 12/21/2000 05:58:14 PM
To: "Bob Schultz" <Bob.Shults@enron.com>
cc: "Jon Billings" <jon@amerexenergy.com>, "Mike Nemer" 
<miken@amerexenergy.com>, "Clay Davis" <clay@amerexenergy.com> 
Subject: deal basics




Bob, here you go.? Lets work up a more formal  term sheet and go from there.
?
In short, for  us to accept a licensing fee and no commission when our 
brokers hit/lift
over  the phones an EOL number with Enron traders, we're looking to receive
from  Enron:
??? - Access to EOL numbers in worldwide natural gas,  power, bandwidth, and
oil petroleum markets.? We feel strongly that  Amerex has built leadership or
solid intermediary positions in all these  markets, and that should greatly
benefit Enron and EOL, as well as benefit  Amx.
??? - Until Amx notifies EOL, we interact with EOL on a  view and phone call
basis, essentially in keeping with doing business with  Enron traders just
like we do now, accept we see the bid/ask on line as well  as in voice.? But
with notice from Amx, EOL will program the Amx  interaction to allow Amx
brokers to hit/lift on a keyboard  function
??? - That Amx pays the license fee of $250k for the  first year, on a
monthly basis.
??? - At the end of the one  year period, there will be no greater increase
in the license fee than 10%,  and the license fee can be reduced, subject to
both parties'  agreement.
??? - We are keeping this confidential, and would  request that EOL and Enron
does not even indicate that a broker or a Houston  broker, or some other
indirect reference of a deal with a brokerage or Amx is  made to the market.

Look forward to hearing from you.
All the best
Steve