---------------------- Forwarded by Elizabeth Sager/HOU/ECT on 03/06/2000 
01:48 PM ---------------------------


Chris Hilgert
03/06/2000 09:19 AM
To: Carol St Clair/HOU/ECT@ECT, Elizabeth Sager/HOU/ECT@ECT
cc: Lisa Mellencamp/HOU/ECT@ECT 
Subject: Project Wilhelm Reference Documents

Ladies,

Per Lisa Mellencamp's request, you will find attached a term sheet, 
transaction diagram, and pricing grid spreadsheet (as referenced in the term 
sheet for your reference.  I have also attached a deal schedule that I would 
appreciate your comments on.  I will be out of the office today, but will be 
back in tomorrow.  If you should have any questions, don't hesitate to 
contact me at 3-7350.



Thanks,
Chris