Argentina Trading in Brazil

We are in the process of working through the regional objective of
consolidating intellectual capital I.E. we want Argentina trading activity to
be consolidated into the Sao Paulo trading operations.

1 What are the tax, legal, regulatory, accounting and operational
consequences of this move?

2 Are there any commercial restrictions I need to be aware of?

3 Are there any barriers to payments and receivable management?

4 Could accounting be managed out of Brazil?

5 Are there any Argentine banking requirements that would require the
payables and receivable function to remain in Argentina?

6 Are there any conflicts with Brazilian law or banking regulations?

7 Is there any additional taxation exposure such as in the case of the US as
we decrease Argentina functional independence?

8 Are there any Argentine regulatory conflicts with operating out of Brazil?

9 Are there any Argentine legal conflicts with operating out of Brazil?

10 How do we and can we operate Enron America del Sur S.A. and Enron
Comercializadora de Energia S.A. out of Brazil?

12 If necessary what functions need to remain in Argentina to resolve any
legal, regulatory, accounting or tax issues?

13 Can the stack managers be live in both Argentina and Brazil to resolve any
identified issues?

14 Are there any legal or tax advantages to the Brazilian operational
structure?

15 Mostly are there any fatal flaws I need to be aware of?

Under this structure the stack managers for the following current and future
products will ideally be operated in Brazil:

Arg Gas Onshore Physical
Arg Power Onshore Physical Pending local derivatives company

The stack manager for Arg Power, Offshore, Financial will continue to be
operated from North America as designed and agreed upon.

I need a quick readers digest version of what I am up against here. We can
get into more details as we proceed.

Please advise ASAP (Monday morning if possible with the short version) so I
can proceed with the best way to accomplish this organizational objective and
corresponding structure.

MFG