Clark Term Sheet

Chip,

Pursuant to my voice message, attached please find the term sheet that I
believe has already been circulating in Houston. Spoke with Dave Fuller
earlier re. the "all in package" that ENA West Orig. has presented to the
cp. Dave asked for the cp to provide some feedback no later than this coming
Monday. Figured RAC could scrub the package and find ways to structure the
contracts in order to reduce credit risk. FYI, Jay Williams and I have done
a credit analysis on the cp in the past when working on the previous RFP's
that we've responded to.

I will try and speak with Jay W. by the end of today to scrub the deal from a
credit perspective. Perhaps you could help with the asset/dispatch rights
that ENA would have.

Lets speak soon.

Regards,
Tracy

---------------------- Forwarded by Tracy Ngo/PDX/ECT on 02/08/2001 12:50 PM
---------------------------

Enron North America Corp.

From: Dave Fuller 02/08/2001 12:40 PM

To: Tracy Ngo/PDX/ECT@ECT, Jason R Williams/NA/Enron@ENRON
cc:

Subject: Clark Term Sheet

Attached is the term sheet we currently have in front of Clark County.