Mr. Marovich:

Pursuant to Theresa Brogan's request, we have prepared and attach for your review a draft Assignment and Assumption Agreement among Enron North America Corp. ("ENA"), ECT Investments, Inc. ("ECTI") and Morgan Stanley & Co. Incorporated ("Morgan") whereby ENA assigns all its rights, title, interests and obligations in Account No. 038-C12278 to ECTI.  I am also attaching a draft dupe letter re same.  Please let me know if the attached documents are acceptable and we will process for signature.

Thank you.

Marie Heard
Senior Legal Specialist
Enron North America Corp.
Phone:  (713) 853-3907
Fax:  (713) 646-3490
marie.heard@enron.com