Mr. Arens:

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 Goldman Sachs & Co. ("Goldman") whereby ENA assigns all its rights, title, interests and obligations in Account Nos. 002-070076, 002-257830 and 033-671710 to ECTI.  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