Sara,

If it's a Cap, is the Fixed Price then the Strike Price?  I think the format 
looks good.  I would prefer a "Notice of Exercise" provision, but it's not 
necessary.

Thanks,
Joe
 




Sara Shackleton
12/16/99 09:35 AM
To: David P Dupre/HOU/ECT@ECT, Larry Joe Hunter/HOU/ECT@ECT
cc:  
Subject: "Financial Power Purchase Term Sheet" - 12/13/99

I think that this transaction is called "Project Moosehead".  I have a 
meeting on it this morning.  Please comment to the draft I sent to you 
yesterday.  I don't know if the structure works.  I couldn't decide upon the 
format; it also looks like a cap.  Thanks.  SS