Ron, attached is a revised version of the term sheet you prepared.  I deleted 
the reference to the confidentiality obligations on the theory that 
everything in that document is non-binding.  In presenting the document for 
NMC, I would indicate something to them like "attached for disucssion 
purposes is a proposed term sheet, please note that all the information 
contained therein and all subsequent negotiations in connection with it are 
to be regarded as confidential in accordance with that certain 
confidentiality agreement entered into on April 12, 2001."  Also, please note 
that the term sheet does not reflect Terri's comments below but does have 
edits that Doug made.

Lastly, since your potential transaction involves a trading play, I have 
asked Kay Mann.  If you meet with Doug and Terri et al, I would involve Kay 
in the meetings.  Thanks.



----- Forwarded by Carlos Sole/NA/Enron on 05/14/2001 05:56 PM -----

	Terri Clynes@ECT
	04/25/2001 10:12 AM
		 
		 To: Carlos Sole/NA/Enron@Enron
		 cc: Ron Tapscott/HOU/ECT@ECT, Doug Sewell/Enron@EnronXGate
		 Subject: FW: term sheet template

Carlos,

I have reviewed the term sheet and have the following comments:

 1.  Under the Variable Charge section, the charge reflects a "sum".  I am 
not sure if this is appropriate since only the "product" of the $/mwh   and 
the number of MWs is listed to be summed.

 2.  The term sheet gives the buyer intraday flexibility.  I  am not sure if 
Ron has had a chance to speak with anyone on the desk about   managing an 
hourly call/change schedule, but I think these discussions need to take place 
prior to discussions with the customer.

Let me know if you have any questions.

Terri Clynes
x37724
---------------------- Forwarded by Terri Clynes/HOU/ECT on 04/25/2001 09:26 
AM ---------------------------
From: Doug Sewell/ENRON@enronXgate on 04/20/2001 10:19 AM
To: Terri Clynes/HOU/ECT@ECT
cc:  
Subject: FW: term sheet template

FYI(((((.

 -----Original Message-----
From:  Tapscott, Ron  
Sent: Friday, April 20, 2001 8:57 AM
To: Sewell, Doug; Sole, Carlos
Subject: term sheet template

Doug,

see attached term sheet for NMC (Arpin, WI site).  Please provide comments 
and changes as appropriate (plus add language for your insurance product in 
the place holder).

Carlos,

Doug and I will provide you background.  I am not sure if you are the 
appropriate Legal Support (please direct us to the appropriate person if you 
are not).

This is a starting point and is fairly general (to facilitate discussions 
with NMC).

Thanks, Ron.