Attached please find an execution copy of the Assignment and Assumption
Agreement between ESAT and EBPH.  Both a clean copy and a copy
blacklined to show the changes from the prior version distributed are
attached.

Please feel free to call me with any questions.

~~~~~~~~~~~~~~~~~~~
Sean Bunk
Andrews & Kurth L.L.P.
600 Travis St., Suite 4200
Houston, Texas  77002
Tel.:  713.220.4427
Fax.: 713.238.7252
e-mail: seanbunk@andrews-kurth.com

This e-mail is privileged and confidential and is intended only for the
recipient(s) named above.  If you are not the intended recipient, please
(i) do not read, copy, use or disclose the contents hereof to others
(any of the foregoing being strictly prohibited), (ii) notify the sender
immediately of your receipt hereof, and (iii) delete this e-mail and all
copies of it.

<<Blackline 593877v3 to v2.DOC>>  <<ESAT-EBPH Assignment-v3.DOC>> 
 - Blackline 593877v3 to v2.DOC
 - ESAT-EBPH Assignment-v3.DOC