Per earlier e-mail.
----- Forwarded by Genia FitzGerald/HOU/ECT on 05/15/2001 07:36 AM -----

	Rhonda L Denton
	05/14/2001 03:03 PM
		 
		 To: Genia FitzGerald/HOU/ECT@ECT
		 cc: 
		 Subject: From MEGA; Consent to Assignment....

Please assign to an attorney.  Thanks.
---------------------- Forwarded by Rhonda L Denton/HOU/ECT on 05/14/2001 
03:03 PM ---------------------------


"Drew, Kristina" <DrewK@merchantenergy.com> on 05/14/2001 03:00:25 PM
To: "'rhonda.l.denton@enron.com'" <rhonda.l.denton@enron.com>
cc: "Abba Gana, Mustapha" <AbbaGanaM@merchantenergy.com> 
Subject: From MEGA; Consent to Assignment....


Rhonda,

Please find attached for your review, a Consent to Assignment Agreement
between us, Enron Power Marketing, Inc. and Morgan Stanley Capital Group
Inc.  We would like to have the document ready to execute at about the same
time we execute the derivatives Consent to Assignment Agreement with Enron
North America, and we are waiting for FERC approval on the Physical Power
Sales as well.  I just wanted to present the agreement to you now, so that
if it is necessary, we have time to discuss any concerns.  I look forward to
talking with you to work toward the execution of the Agreement.

 <<EPM (POWER) Assignment Consent Agreement 042501.doc>>

Thanks,

Kristina M. Drew
Contract Administrator
Merchant Energy Group of the Americas, Inc.
410.295.1708


 - EPM (POWER) Assignment Consent Agreement 042501.doc