THIS TERM SHEET PROPOSAL IS FOR DISCUSSION PURPOSES ONLY TO FACILITATE THE 
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ENRON NORTH AMERICA CORP.   ALL PRICES AND TERMS ARE SUBJECT TO CHANGE UNTIL 
SUCH TIME WHEN A DEFINITIVE AGREEMENT MAY BE SIGNED.  THIS TERM SHEET 
PROPOSAL IS NOT INTENDED TO CREATE A BINDING OR ENFORCABLE AGREEMENT OR 
CONTRACT OR TO BE COMPLETE AND INCLUSIVE OF ALL THE TERMS OF THE SUBJECT 
TRANSACTION.  FURTHERMORE, THIS TERM SHEET PROPOSAL IS NOT A COMMITMENT OR 
AGREEMENT TO ENTER INTO A BINDING AGREEMENT OR CONTRACT IN THE FUTURE.