Re: Letter of Interest to Amerex

Please schedule a meeting with Travis, Mark and Mike Bridges early next week.

thanks
---------------------- Forwarded by Bob Shults/HOU/ECT on 11/15/2000 08:10 AM
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From: Travis McCullough on 11/14/2000 08:51 PM
To: Lorraine Becker/HOU/ECT@ECT
cc: Bob Shults/HOU/ECT@ECT, Mark Taylor/HOU/ECT@ECT
Subject: Re: Letter of Interest to Amerex

The Amerex letter looks fine.

FYI, Mark Taylor has been working on the broker access project. I think that
the structure of these deals may ultimately differ from the structure
described in the LOI and term sheet, but I'm not sure what the current
thinking is on the structure right now. I do know that some more thought has
been put into the broker access concept since we developed the Natsource LOI
(upon which the other two were based), and that we have never gone back to
the Natsource LOI to make sure that it represented "the deal."

The LOIs/Term sheets on these deals are non-binding, so I don't think there
is any material legal exposure for sending them out and starting discussions
with these counterparties. However, I think that when Mark Taylor returns,
we need to put our heads together and make sure that these proposals match up
with how we our current thinking on these structures. If there is a big
difference, we can talk about approaching our counterparties on these LOIs
and explaining our new approach.

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