All:

Attached for your records is a copy of the final version of the proposal 
letter that went out to NiMo last week.




Also attached below is a first set of clarification questions I receved from 
Navigant regarding our proposal.   Responses to these questions are due no 
later than Weds 5/16 and we will be working to respond to these in an 
appropriate fashion.   You will see that the questions are rather shallow and 
do not really provide any sense as to their reaction to our proposal.  I have 
left msgs with the folks at Navigant so that I may speak with them in an 
attempt to cut to the chase and discern what NiMO's true intentions are at 
this point.  I do not want to waste time answering these questions and 
marking up the proposed contracts if they ultimately will decide to take 
another course of action.   My hope is to get a mtg with NiMO ASAP and 
short-circuit the RFP process as soon as possible.

Please provide any comments on the attached questions by Monday so that we 
can decide our form of response by Wednesday.  Kay - you will note they 
requested markups of the Transacton Docs -- let's continue holding off until 
I can get a better read if it will be worth the effort.  Ed/Paul - note the 
questions on how much credit requirements we have assumed.  I don't know how 
much more clearly we can state the fact that we require a claim on ALL of 
NiMOs assets, but any appropriate elaboration on this would be appreciated.

John


---------------------- Forwarded by John Llodra/Corp/Enron on 05/11/2001 
02:22 PM ---------------------------


PMcCormick@rcgroup.com on 05/10/2001 02:01:44 PM
To: john.llodra@enron.com
cc: lmq@rcgroup.com, DRyan@Navigantconsulting.com, rhevert@rcgroup.com, 
jmeyn@enron.com 

Subject: NMPC Questions


Hi John,

It was great to see you the other day -- here are the questions that Lisa
promised you.

Perrin

(See attached file: Enron - Cover Letter.doc)(See attached file: Enron.doc)
 - Enron - Cover Letter.doc
 - Enron.doc