This is the "format" for the exhibit to change payment accounts from the CP 
to the bank
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 03/20/2000 
02:23 PM ---------------------------


"Gallaway, Ray" <REGALLAW@coxsmith.com> on 03/20/2000 02:14:10 PM
To: "'sshackl@enron.com'" <sshackl@enron.com>
cc: "'cgilbert@jw.com'" <cgilbert@jw.com>, "Walker, Ann" 
<AWALKER@coxsmith.com> 
Subject: Statex - Enron Master Agreement


Sara:

Attached is a form of Letter in Lieu that is being used in connection with
the Statex loan transaction.  You may wish to use the basic form as an
attachment to the Master Agreement to allow International Bank of Commerce
("IBC") to request assignment/payment of any proceeds payable to Statex
under any hedge contracts, directly to IBC.  Please call if you have any
questions.

Raymond Gallaway, Jr.
COX & SMITH INCORPORATED
112 E. Pecan, Suite 1800
San Antonio, Texas 78205
(210) 554-5314
regallaw@coxsmith.com
www.coxsmith.com

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 <<LETTER IN LIEU - STATEX.doc>>

 - LETTER IN LIEU - STATEX.doc