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       joseph.marovich@msdw.com




--------- Inline attachment follows ---------

From:  </O=ENRON/OU=NA/CN=RECIPIENTS/CN=MHEARD>
To: joseph.marovich@msdw.com
CC: Brogan, Theresa T. </O=ENRON/OU=NA/CN=RECIPIENTS/CN=TBROGAN>
Date: Friday, October 26, 2001 2:19:28 GMT
Subject: 

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

				 <<015assign(morgan stanley).doc>> 	
 <<015assign(dupe ltr).doc>>