Marisa,

It probably would have been helpful to you if I had sent you copies of the 
Corporate formation documents and consents that have already been executed in 
connection with Merchant Energy Ventures, LLC.  I am attaching copies for 
your reference.


 Consent appointing Ben Jacoby as POA was dated May 4, 2001. We will need to 
revoke this POA when we sell to Northwestern.

Action by sole Member removing James V. Derrick, Jr. as a Manager was dated 
April 26, 2001

The LLC Agreement was dated March 22, 2001.

Please let me know if you have any questions.

Kathleen
 -----Original Message-----
From:  "Reuter, Marisa" <MReuter@KSLAW.com>@ENRON 
[mailto:IMCEANOTES-+22Reuter+2C+20Marisa+22+20+3CMReuter+40KSLAW+2Ecom+3E+40EN
RON@ENRON.com] 
Sent: Thursday, May 31, 2001 11:11 AM
To: 'margueritekahn@paulhastings.com'
Cc: Keffer, John; Mann, Kay; Carnahan, Kathleen
Subject: ENA/NorthWestern: Certificate of Amendment & Closing Checklist

Marguerite:

Because NorthWestern would like to change the name of Merchant Energy
Ventures, LLC to Montana Megawatts I, LLC at Closing, I have prepared a
Certificate of Amendment to this effect.  A copy of the Certificate of
Amendment is attached.  Also attached is a Closing Checklist that attempts
to capture the status of the transaction.  Please let me know if you have
any comments to either the Certificate or the Checklist.  Thanks.

Regards,

Marisa

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