I am sending you some handwritten comments to this version.  I am going home 
the rest of the day.  If this is something that has to be sent out today, 
incorporate these comments in any new version.  Otherwise lets talk about it 
tommorrow.






Mark Knippa
11/07/99 02:52 PM
To: Gerald Nemec
cc: Gregory L Sharp/HOU/ECT@ECT, mcourtn@ect.enron.com 
Subject: Eastman - Term Sheet Proposal, draft


Gerald, (its Sunday and this is what I have)

Davis is going to make some changes that he and Courtney discussed yesterday 
in addition to some more equipment and project details.  He will likely do 
that tonight 
at home so we will send an updated draft in the moring.  

Defining the LLC stuff to them is not going to happen and will be removed 
from this 
document before packaging for Eastman.  

The Force Majuere and other sections are going to be difficult to sell to 
Eastman and
we are going to need to work on that portion tomorrow.

Have a great day.

---------------------- Forwarded by Mark Knippa/HOU/ECT on 11/07/99 02:46 PM 
---------------------------


Mark Knippa
11/07/99 02:46 PM
To: Davis Thames
cc:  
Subject: Eastman - Term Sheet Proposal, draft