Re: assignment agreement

Andrew:

Thanks for the email.

I now have my facts straight. The account is currently in the name of "ECT
Investments, Inc." (and not Enron North America Corp.). The specific ECT
Investments, Inc. account at Morgan Stanley that is being transferred is:
038-08826-6 (which is the credit book).

I thought you would want to modify the assignment agreement since it is your
agreement. I also wanted to be certain that the Annex A description is
sufficient for you.

Please call if you have any questions. Thanks.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas 77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com

"H. Andrew Schwed" <Andrew.Schwed@morganstanley.com<
05/21/2001 03:54 PM
Please respond to Andrew.Schwed

To: sara.shackleton@enron.com
cc: Ketan Parekh <Ketan.Parekh@morganstanley.com<
Subject: assignment agreement

Sara,

Attached is the amended agreement. Please call me with any
questions.

Regards,
Andrew Schwed

- Enron Assignment.doc