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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.

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Language for proposal