Language for proposal

THIS TERM SHEET PROPOSAL IS FOR DISCUSSION PURPOSES ONLY TO FACILITATE THE
NEGOTIATION PREPARATION AND EXECUTION OF A DEFINITIVE AGREEMENT. THIS TERM
SHEET PROPOSAL IS NOT AN OFFER OR COMMITMENT BY BUYER OR ANY AFFILIATE OF
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.