All:

(1)  Joe and I have reviewed the Termination Agreement for Mercado and it 
looks fine.

(2)  I suggest that the following language be added to the bottom of a 
revised invoice (revised because the comment section which indicates the 
NF1164.Y is an annuity completed on 04/11/01 is inaccurate):

Mercado Gas Services, Inc. acknowledges that payment for Deal No. NF1164.Y is 
made in partial consideration of that certain Assignment and Assumption 
Agreement dated as of April 5, 2001 by and among Mercado Gas Services, Inc., 
Williams Energy Marketing & Trading Company and Enron North America Corp.

MERCADO GAS SERVICES, INC.

By:  _________________________
Name:  ______________________
Title:  ________________________

(3)  Joe and I have the following questions:

 (a)  If the assignment to Williams was effective 4/5/01, why are we looking 
at figures from 4/9/01 and 4/11/01, respectively?

 (b)  In lieu of (a) above, have ENA and Mercado already agreed to the 
numbers appearing on the invoice?

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com