Kay:

I am attaching execution sets of the following documents:

	1.  Assignment and Assumption Agreement;
	2. ENA Promissory Note; 
	3. Amended and Restated LLC Agreement;
	4.  Certificate of Amendment; and 

	5. ENA Closing Certificate. 
Please have an authorized representative execute 4 originals of every
document, except for the Note where only 1 original is needed. In addition,
please courier all originals to my attention so that all Closing documents
remain in one place. Thanks.


Best regards,

Marisa
 <<Assignmentand AssumptionAgreement.DOC>>  <<PromissoryNote.DOC>> 

 <<LLC Agreement(v5).DOC>>  <<Certificate of Amendment to Certificate of
Formation of Merchant Energy Ventures, LLC(v1).DOC>>  <<ENA Closing
Certificate(v2).DOC>> 

_________________________
Maria I. ("Marisa") Reuter
King & Spalding
1100 Louisiana, Suite 3300
Houston, Texas 77002
713-751-3244 (tel)
713-276-7440 (fax)
 <<Reuter, Marisa.vcf>> 



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