----- Forwarded by Elizabeth Sager/HOU/ECT on 01/17/2001 08:59 AM -----

	Shari Stack
	01/16/2001 09:04 PM
		 
		 To: janakc@merchantenergy.com
		 cc: Tracy Ngo/PDX/ECT@ECT, William S Bradford/HOU/ECT@ECT, (bcc: Elizabeth 
Sager/HOU/ECT)
		 Subject: Draft Settlement, Assignment and Assumption Agreement 

Dear Chris, 

As discussed with my colleague Tracy Ngo, attached please find a draft 
agreement which would cover the proposed arrangement between EPMI, MEGA and 
PGET. It is in a form acceptable to both PGET and EPMI. If the arrangement is 
to go ahead, please give me any comments from your attorneys ASAP.  Also, if 
it goes ahead, we will need to know the details of the master agreement 
between MEGA and PGET, and receive a copy of the relevant transaction 
confirmation. 

Please do not hesitate to contact me if you have any questions. 

Sincerely,

Shari Stack
Enron North America, Legal Department
Tel: (503)464-8814
Fax: (503)464-8058