Joe:


Per Jay's voice mail to you, could you please take a look at the two exhibits 
attached to the two documents at the bottom of this email and verify the 
trades with Jay.  MEGA wants to transfer the described financial trades and 
the ISDA Master Agreement to Morgan Stanley Capital Group Inc..  MEGA is 
making the same request on the physical side.  Thanks.

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
----- Forwarded by Sara Shackleton/HOU/ECT on 06/07/2001 01:43 PM -----

	Susan Bailey
	06/05/2001 05:40 PM
		 
		 To: Sara Shackleton/HOU/ECT@ECT, Mary Cook/HOU/ECT@ECT
		 cc: 
		 Subject: Re: Merchant Energy Group of the Americas

Sara or Mary,

Carol asked that I have one of you handle the following request for the 
captioned counterparty with respect to the financial consents.

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

Carol is handling the consent for EPMI, and set forth below are her 
instructions to Rhonda Denton with EPMI

Rhonda:
Enclosed is a clean and marked version of the MEGA Assignment.  Is the plan 
to confirm these trades under the existing Master with Morgan until a new EEI 
Master is executed?  What is the cutoff date for this assignment?



++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
++++++++++++++++++++++++++++++++++++

Set forth below is original message I received from the Counterparty 
requesting such consents.   I originally thought Carol would handle, but she 
said one of you should handle the financial piece for ENA.   So attached 
hereto is that orignal message and the proposed consents:


	Susan Bailey
	05/14/2001 03:12 PM
		 
		 To: Carol St Clair/HOU/ECT@ECT
		 cc: 
		 Subject: From MEGA, Consent to Assignment....

Carol,

Please review message below from Kristina Drew @ Merchant Energy.  I thought 
you would be the appropriate lawyer to work on this as it involves EPMI as 
well as a derivative piece with ENA.

FYI:  the assignment is not of immediate need, being that FERC approval must 
secured.

If you do not think this to be the case, please advise as to who should work 
on this matter.


Cordially,
Susan S. Bailey
Enron North America Corp.
1400 Smith Street, Suite 3806A
Houston, Texas 77002
Phone: (713) 853-4737
Fax: (713) 646-3490
E:mail:  Susan.Bailey@enron.com
----- Forwarded by Susan Bailey/HOU/ECT on 05/14/2001 03:06 PM -----

	"Drew, Kristina" <DrewK@merchantenergy.com>
	05/14/2001 03:05 PM
		 
		 To: "'susan.bailey@enron.com'" <susan.bailey@enron.com>
		 cc: "Abba Gana, Mustapha" <AbbaGanaM@merchantenergy.com>
		 Subject: From MEGA, Consent to Assignment....


Susan,

Please find attached for your review, a Consent to Assignment Agreement
between us, Enron North America Corporation and Morgan Stanley Capital Group
Inc.  We would like to have the document ready to execute at about the same
time we execute the Physical Power Consent to Assignment Agreement with
Enron Power Marketing, Inc., 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.

 <<ENA (Basis Swap) Assignment Consent Agreement 042501.doc>>
<<ENA (Nat Gas) Assignment Consent Agreement 042501.doc>>

Thanks,

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


 - ENA (Basis Swap) Assignment Consent Agreement 042501.doc
 - ENA (Nat Gas) Assignment Consent Agreement 042501.doc