Letter of Interest and Term Sheet

At Andy Zipper's request, attached is a draft letter of interest and term
sheet with respect to Enron's potential equity investment in Altra and it's
agreement to post prices on Altra's energy trading website. Please note
that neither Andy nor Louise have had an opportunity to review these
documents, and they remain subject to their comments.

Travis McCullough
Enron North America Corp.
1400 Smith Street EB 3817
Houston Texas 77002
Phone: (713) 853-1575
Fax: (713) 646-3490