Attached Files ,
 At the request of Marguerite Kahn, attached is the Assignment and Assumption
Agreement marked to reflect her comments.

 <<blackiline - Assignment and Assumption.DOC>>  <<Assignment and Assumption
Agreement.DOC>>

"paulhastings.com" made the following annotations on 04/13/01 22:57:54
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NEW E-MAIL ADDRESSES AT PAUL, HASTINGS, JANOFSKY & WALKER LLP

We have changed our e-mail address.  Our new domain name is 
paulhastings.com.  In most cases, our address is composed of conventional 
first name and last name plus @paulhastings.com.  Here are two examples: 
janesmith@paulhastings.com and danjones@paulhastings.com.  If you have any 
questions, please contact us at noc@paulhastings.com.

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 - blackiline - Assignment and Assumption.DOC
 - Assignment and Assumption Agreement.DOC
kay.mann@enron.com