AIG Highstar Capital, L.P. (the "Partnership")

Attached is the legal risk memo for ECT Merchant Investments Corp.'s purchase
of a limited partnership interest in the Partnership and its entry into a
side letter agreement with the Partnership to provide energy related services
to portfolio companies in which the Partnership invests.

Angela D. Davis
Enron North America Corp.
1400 Smith, Suite 3842
Houston, Texas 77002
Tele. (713) 345-8347
Fax: (713) 646-3393
e-mail: angela.davis@enron.com