All:  At Clint's request, please find below the form of assignment for 
execution among Enron North America Corp., Merrill Lynch Pierce Fenner & 
Smith and Lehman Brothers Finance S.A..  I will have to fax the term sheet to 
you as I can't find it in my email.  Sara
----- Forwarded by Sara Shackleton/HOU/ECT on 11/09/2000 05:33 PM -----

	"Franz, Philip" <pfranz@lehman.com>
	10/23/2000 11:14 AM
		 
		 To: "'Clint.Freeland@enron.com'" <Clint.Freeland@enron.com>, 
"'Sara.Shackleton@enron.com'" <Sara.Shackleton@enron.com>
		 cc: "Rosica, Paul" <prosica@lehman.com>, "Karna, Angie" <AKarna@lehman.com>, 
"Franz, Philip" <pfranz@lehman.com>
		 Subject: Assignement Agreement Draft


Clint/Sara,
For your review per Paul Rosica.

 <<ENRON.Assignment.10.23.doc>>

Regards,
Phil

Phil Franz
Transaction Management/Equity Derivatives
Lehman Brothers
(212)526-8482
pfranz@lehman.com
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 - ENRON.Assignment.10.23.doc