ASSIGNMENT AND ASSUMPTION AGREEMENT

                       Assignment and Assumption Agreement

      This Assignment and Assumption Agreement (this "Agreement") is dated this

30th day of April, 2004, and is effective as of the Effective Time (as defined

herein), by and between DTE MOBILE, LLC, a Delaware limited liability company

(the "Assignor"), and REGENCY POWER CORPORATION, a Delaware corporation (the

"Assignee"). The Assignor and the Assignee are sometimes referred to herein

individually as a "Party" and collectively as the "Parties."

                                   WITNESSETH

      WHEREAS, MESC Capital, LLC, a Delaware limited liability company (the

"Company"), was formed by virtue of its Certificate of Formation filed with the

Secretary of State of the State of Delaware on October 3, 2003, and Assignor is

the sole member of the Company;

      WHEREAS, the Assignor desires to sell, transfer and assign to the

Assignee, and the Assignee desires to purchase, for such consideration and on

the terms set forth herein, fifty percent (50%) of the Assignor's limited

liability company interest in the Company and fifty percent (50%) of the right,

title and interest of the Assignor as a member of the Company (the "Transferred

Interest"); and

      WHEREAS, simultaneously with the execution and delivery of this Agreement,

the Parties have entered into that certain Operating Agreement of MESC Capital,

LLC, dated as of the date hereof (the "Operating Agreement"), which, in

accordance with its terms, is effective as of the Effective Time (as defined

herein).

      NOW, THEREFORE, in consideration of the mutual covenants and agreements

contained in this Agreement, and for good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the Parties agree as

follows:

                                   Article I.

                                   ASSIGNMENT

            1.1 Payment of Purchase Price. To cause the Assignor to sell,

transfer and assign the Transferred Interest, the Assignee shall, as of the

Effective Time, pay three million dollars ($3,000,000) to the Assignor (the

"Purchase Price"), in immediately available funds, by wire transfer in

accordance with the instructions provided by the Assignor in writing.

            1.2 Assignment. In consideration of the payment of the Purchase

Price in accordance with Section 1.1, and effective as of the Effective Time,

the Assignor hereby irrevocably conveys, assigns and transfers to the Assignee

all of its right, title and interest in respect of the Transferred Interest.

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            1.3 Assumption. The Assignee hereby accepts, as of the Effective

Time, the assignment, transfer and conveyance of the Assignor's right, title and

interest in respect of the Transferred Interest, and accepts and assumes and

undertakes to perform, and agrees that the Assignor shall have no obligation or

liability to perform, the obligations and liabilities of the Assignor in respect

of the Transferred Interest arising at or after the Effective Time under the

Operating Agreement.

             1.4 Admission as Member. Effective as of the Effective Time, the

Parties agree that the Assignee is hereby admitted as a member of the Company.

            1.5 Effective Time. For purposes hereof, the "Effective Time" shall

mean the point in time at which all of the following conditions precedent are

and have been satisfied or otherwise waived by the Parties:

                  (a) all representations and warranties contained in Article II

hereof shall be true and correct in all material respects;

                  (b) there is not in effect any order or law prohibiting,

restraining or making illegal the consummation of the transactions contemplated

hereby or by the Transaction Documents (as defined in the Operating Agreement);

                  (c) the Purchase Price shall have been paid by Assignee or

arrangements mutually acceptable to Assignor and Assignee shall have been made

for the payment thereof simultaneous with the Effective Time;

                  (d) the Operating Agreement shall have been executed and

delivered by all of the parties thereto in substantially the form attached as

Exhibit A hereto;

                  (e) the Closing Capital Contributions (as defined and provided

in the Operating Agreement) shall have been made or arrangements mutually

acceptable to Assignor and Assignee shall have been made for the payment thereof

simultaneous with the Effective Time;

                  (f) the Management Services Agreement (as defined in the

Operating Agreement) shall have been executed and delivered in substantially the

form attached as Exhibit B hereto;

                  (g) the Transaction Documents (as defined in the Operating

Agreement, but excluding the Management Services Agreement, which is referenced

in Section 1.5(f) above) shall have been executed and delivered and any

conditions precedent specified therein shall have been satisfied;

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                  (h) the financing contemplated by the Financing Documents (as

defined in the Operating Agreement) shall have been consummated and funded;

                  (i) each relevant Party shall have received executed opinions

of counsel, in form and substance reasonably acceptable to such Party, dated the

date on which the Effective Time occurs; and

                  (j) each Party shall have received final forms of those

engineering reports, environmental reports and certificates confirming insurance

as are required to be delivered upon the consummation of the transactions

contemplated under the Transaction Documents.

                                  Article II.

                         REPRESENTATIONS AND WARRANTIES

      Each Party, as and to the extent specified below, makes the following

representations and warranties, as of the date hereof and as of the Effective

Time, to the other Party:

            2.1 Corporate Status and Authorization. Such Party is validly

formed, existing and in good standing under the applicable laws of the

jurisdiction of its organization. Each Party has all necessary power and

authority to enter into and perform its obligations under this Agreement.

            2.2 Authorization. The execution, delivery and performance by such

Party of this Agreement, and the consummation of the transactions contemplated

hereby, have been authorized by all necessary corporate or other action on the

part of such Party and do not require any authorization or approval of any

member or owner of such Party that has not been given or obtained.

            2.3 Validity. This Agreement has been duly executed and delivered by

such Party and constitutes the valid and binding obligation of such Party,

enforceable against such Party in accordance with its terms, except as such

enforceability may be limited by bankruptcy, insolvency, reorganization,

moratorium and other laws affecting the rights of creditors generally and by

general principles of equity.

            2.4 No Conflict. The execution and delivery of this Agreement, the

performance of this Agreement by such Party in accordance with its terms and the

transfer and sale of the Transferred Interest do not and will not:

                  (a) violate or conflict with the constitutive documents of (i)

such Party, or (ii) in the case of the Assignor only, the Company (including the

Operating Agreement);

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                  (b) violate or conflict with any applicable law or any order,

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