Yesterday's discussion ,
 Read JB's response to my phone call below.  I'm not sure what's going on but 
if you read the info I had sent to you (via intercompany mail), there are a 
number of questions which are relevant:

Why does M. Panelo's e-mail reference JB's ownership being 33%?
Why is JB's signature on the MOU Amendment?  What is his authority as a 
signatory?  If he's not an officer of this "Ecogas S.A." then why is his 
signature evidenced?

We're trying to track down the faxes he referenced below.  Once received, 
I'll forward them if they're pertinent.

RTM

---------------------- Forwarded by Randal Maffett/HOU/ECT on 08/11/2000 
01:44 PM ---------------------------


Jerrel Branson <jerrel@ecogas.com> on 08/11/2000 12:03:41 PM
To: "'Randal.Maffett@enron.com'" <Randal.Maffett@enron.com>
cc: "'rstephens@bracepatt.com'" <rstephens@bracepatt.com>, 
"'spieringer@lockeliddell.com'" <spieringer@lockeliddell.com> 
Subject: Yesterday's discussion


Randy,

I am concerned about our conversation of yesterday morning.  I sent by fax
to you all relevant documents I have concerning any South American details
which have Ecogas involvement.  As stated over the phone and set out in the
documents, I have never had any ownership interest in any corporation,
partnership, joint-venture, etc. for South America relating to Ecogas.  The
documents which you suggest you have cannot represent any such interest as
it does not and never has existed.  I simply would not act in that manner
and would have expected you to hold that understanding.

Given the status of Ecogas' operations currently I want to suggest that we
all direct our total efforts to resolution of that crisis, rather than
continuing personal distractions and devisiveness.

Regards,

Jerrel
michelle.cash@enron.com, dan.lyons@enron.com, richard.sanders@enron.com