Re: Assignment of Transaction No. 1

Michael,

I have reviewed the attached agreement and offer the following comments.

1. Change the reference to Consenting Party to read as follows:

Enron North America Corp. is a Delaware corporation having an office located
at 1400 Smith St., Houston, Texas (hereinafter referred to as "Consenting
Party")

2. Paragraph No. 5. Please delete the last two sentences, this had some
applicability when the agreement was intended to be a partial assignment,
however, once the assignment is completed, Assignee will be responsible for
making its own nominations each day.

3. Paragraph No. 8. Please limit this paragraph solely to Assignor and
Assignee, otherwise change the reference to the State of Texas.

Please call if you have any questions.

Dan Hyvl

"Kleiner, Michael" <Michael_Kleiner@gulf.ca<
03/23/2001 03:59 PM

To: "'voinorml@bp.com'" <voinorml@bp.com<, "'Dan.J.Hyvl@enron.com'"
<Dan.J.Hyvl@enron.com<, "Kohrs, Bruce" <Bruce_Kohrs@gulf.ca<, "Houghton,
Brian" <Brian_Houghton@gulf.ca<
cc:
Subject: Assignment of Transaction No. 1

Everyone;

Further to yesterday's discussions, attached is a revised draft of the
assignment agreement. Please provide any further comments by email.

Yours truly;

Gulf Canada Resources Limited

per: Michael P. Kleiner

<<Enron contract assignment.doc<<

- Enron contract assignment.doc