FW: Assignment of Tarpon Offshore, L.P. ,
 -----Original Message-----
From: 	Steve Locke <stevelocke@tarponop.com>@ENRON  
Sent:	Monday, November 12, 2001 9:59 AM
To:	hunterwhite@andrews-kurth.com; Bushman, Teresa G.; Thompson, C. John
Cc:	Chris Goodrich; Allan D. Keel; sjosey@mariner-energy.com
Subject:	Assignment of Tarpon Offshore, L.P.

Gentlemen:

Tarpon Operating & Development, LLC ("Tarpon") and Mr. Allan Keel
conferenced by phone on Friday, November 9, 2001, regarding Tarpon Offshore,
L.P. ("Partnership") interests.  The conversation was in reference to
reaching a resolution regarding the funding of projects now in the
Partnership portfolio as well as the continued participation of the Limited
Partners (ECT Merchant Investments Corp. and Joint Energy Development
Investments II Limited Partnership) in the Partnership.  Mr. Allan Keel
represented that Mr. John Thompson, Vice President & Co-Manager of Enron
North America, had authorized him to negotiate a resolution with Tarpon.
According to Mr. Keel, the Limited Partners would not be able to fund the
previously approved Eugene Island 386 project, and furthermore, did not wish
to continue to participate in the Partnership.  In light of these facts, the
following framework for a resolution was agreed to by Tarpon and Mr. Keel:

	1)	The Limited Partners will assign all interest in the Partnership to
Tarpon, the General Partner.

	2)	Tarpon and the Limited Partners will provide mutual releases to each
other.

	3)	Enron North America Corp. ("Enron") will retain a contingent liability
for certain portions of the Eugene Island 386 project.  Specifically, if
Tarpon is unable to secure alternative funding for the project, Enron will
be liable to Tarpon and will pay immediately upon demand for Tarpon's share
of the cost to permanently plug and abandon the wellbore that current exists
on the Eugene Island 386 property and for all non-refundable portions (e.g.
restocking fees, engineering costs) of Tarpon's share of the cost for the
subsea tree/wellhead assembly that has been committed to for the Eugene
Island 386 project.

	4)	Payment by Enron for all legal fees incurred for the preparation and
execution of the documents in reference to this matter.

Time is of the essence in the preparation and execution of a document to
reflect Tarpon's understanding of the above terms.  Tarpon needs this
document to be executed no later than Friday, November 16, 2001.  If Tarpon
does not receive this release by that time, material damage to Tarpon's
ongoing business interest is very likely.  Tarpon's attorney, Mr. Chris
Goodrich, is available to spearhead this effort and prepare whatever
documents are required.

If you should have any questions, please don't hesitate to contact me at
(281) 493-6336 or Mr. Ralph McBee at (281) 493-5885.

Regards.

Steve Locke
Tarpon Operating & Development, LLC
(281) 493-6636
b..sanders@enron.com