September  13, 2001
 
 
Dear  Jeff:
 
I know  with your departure from Enron tomorrow and with the loss of friends and  business associates on Tuesday you have much on your mind.  For those  reasons, I hesitate to contact you now, but realize from my personal experiences  that this may be the very time at which you wish to consider  opportunities.  I have briefly outlined below my present venture.  I  am asking energy industry acquaintances for assistance in identifying  prospective investors.  In your case, you may wish to consider an  investment and, if you desire further involvement, the company will offer you  one of its five Board seats.  I wish you well in your future personal and  professional endeavors.
  
I am CEO  of Genscape, Inc., a two-year old, $3 million annualized revenue, energy  information provider, serving Fortune 500 companies.  Genscape has  delivered and deployed proprietary technology making it the exclusive provider  of real-time online power generating and transmission operating information.  Energy traders have shown great interest in Genscape's information with five of  the nation's largest energy traders subscribing to the service at annual prices  of $500,000 or more. With only $200,000 in equity investment to date, Genscape  has developed its proprietary technology, organized a 27 person staff, completed  one third of its monitor deployment and generated strong customer demand.  It's a great start upon which to base  expansion.
 
Genscape  and Vectren Energy Solutions, have reached an agreement as to the terms for  issuance of $3 million of Series A Preferred Stock of which Vectren will buy  half. A copy of the term sheet signed is attached. Vectren was the principal  investor in EnTrade Corporation, of which I was a founder, and realized a  significant return in EnTrade's strategic sale to Tenneco Energy. Genscape has  also received strong interest from a financial investor for $500,000. Due  diligence and closing documents are substantially complete and this transaction  is ready to close by late September.
 
Genscape  is seeking the remaining $1 million of investment capital required and will  accept $100,000 minimum investments. I need your assistance during the next few  days to identify individuals or businesses that may wish to make such an  investment.  I will contact them  personally, once you provide me their contact  information.
 
I plan  to be in Houston on Friday, September 14, and at least one day during the week  of September 17 and can meet with prospective investors personally, if they  desire.
 
David A.  Doctor
Chief  Executive Officer
Genscape,  Inc.
105  Daventry Lane, Suite 300
Louisville,  Kentucky   40223
 - Genscape-091101 Vectren Term Sheet Final.doc