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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: _________________________

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Mercado Gas Services, Inc.