FYI - we'll need to discuss at our 9 am meeting.
---------------------- Forwarded by Randal Maffett/HOU/ECT on 12/06/2000 
08:58 AM ---------------------------


Steve Hamilton <Steve@ECOGAS.com> on 12/06/2000 08:43:31 AM
To: "'randal.maffett@enron.com'" <randal.maffett@enron.com>
cc: "'ddaniels@bracepatt.com'" <ddaniels@bracepatt.com>, 
"'rstephens@bracepatt.com'" <rstephens@bracepatt.com>, Kelly Mahmoud 
<Kelly@ECOGAS.com> 
Subject: FW: Agreement and Release of Claim




-----Original Message-----
From: Thomas Hall [mailto:tomhall@usa.com]
<mailto:[mailto:tomhall@usa.com]>
Sent: Wednesday, December 06, 2000 12:46 AM
To: Steve Hamilton
Subject: RE: Agreement and Release of Claim

Steve,

Thank you for the offer and your follow-up phone call.
I have reviewed the offer and cannot accept it.  I am owed more than the
$44,463.88 you admit in the offer.  At this time I am not anywhere near
being agreeable to releasing ECOGAS, its shareholders, partners, or
affiliates or each of their respective directors, officers, employees,
agents, representatives, and insurers as specified in the document.
If you in fact have $22,231.94 allocated to pay me, I would strongly
encourage you to consult with counsel and then to go ahead and make another
partial payment against the ECOGAS indebtedness.  Doing so will certainly
mitigate some of the damages that have been caused by a member or members of
the group you have defined as ECOGAS Related Parties.  Put simply, the more
I receive from ECOGAS, the less I will be seeking to collect from a related
party who is liable to me.  Nothing stops you from making the appropriate
partial payment other than your continued practice of making preferential
payments to my detriment.  Until the ECOGAS Related Parties or its member(s)
are prepared to fully compensate me, I will not execute any release.  If
ECOGAS declares insolvency in the interim, so be it, I look forward to
working with the trustee to reverse the preferential payments in accordance
with the bankruptcy code.
I repeatedly advised you against making preferential payments if you had
knowledge that the company was insolvent.  In Felipe Vega's presence, I
repeatedly advised you to seek counsel.  If I should determine that you, or
any other party, in fact authorized me to perform work at a time that you or
another party knew or should have known that ECOGAS was or was becoming
insolvent, and therefore had no intention to pay for the work being
authorized, I am fully prepared to collect for any shortfall or other
damages from the appropriate party or parties.  Since the documents indicate
that Mr. Maffett stated that you and the controller knew that the company
was insolvent when you were authorizing work, I conclude that you were at
least complicit in leading me to perform work at a time that you had no
intention of compensating me from company funds.  Therefore, I must
reasonably assume, unless your intention was fraudulent, that you intended
to compensate me from your own funds, or from funds promised by another
party.
I am sure that you have been fully compensated for the time you have spent
at ECOGAS since February and I fully expect to be compensated for the work I
performed during the same period.  I recommend that you look seriously at
the path ahead, consult with your counsel, and then immediately pay me in
full.  Please let me know if you need my wire transfer instructions again.
If you have any questions, please do not hesitate to continue contacting me
or to have your attorney contact me.  Since you continue to contact me and I
have received no response from Doug Daniels, I am assuming that Bracewell &
Patterson prefers not to accumulate any additional billable hours with an
allegedly insolvent client.  Doug and I had agreed not to unilaterally
notice depositions in my current lawsuit, but I need to proceed with
discovery.  I am prepared to take your deposition on any workday between
December 18th and December 29th.  I sincerely regret that the Holiday season
is going to be interrupted on this task, which regrettably will be
unpleasant, but you are one of the parties that has forced this timeline.
If Doug is to participate and still represents your company, please forward
this reply to him and then let me know what date is good for you and for
him.  If he is not going to participate, please let me know a date
convenient for you and any attorney you may be retaining.  If I do not hear
from you or your attorney, I will have no choice but to send you a
deposition notice.
By the way, my middle initial remains "L.", not "A."  Some of the ECOGAS
crowd may be calling me an "A-hole," but I am not an "A. Hall"
    Best regards,

    Tom



-----Original Message-----
From: Steve Hamilton [mailto:Steve@ECOGAS.com]
<mailto:[mailto:Steve@ECOGAS.com]>
Sent: Friday, December 01, 2000 5:28 PM
To: 'tomhall@usa.com'
Subject: Agreement and Release of Claim


Tom:
Please find attached the Agreement and Release of Claim ("Agreement") we
discussed earlier.  Please execute and return one copy of the Agreement to
me (via fax is okay) by Tuesday, December 5, 2000.  Should you have any
questions or comments, please do not hesitate to call.
    Sincerely,

    Steve



<<ECOGAS FORM RELEASE THOMAS A. HALL.doc>>