----- Forwarded by Elizabeth Sager/HOU/ECT on 01/17/2001 09:17 AM -----

	"JOHN G KLAUBERG" <JKLAUBER@LLGM.COM>
	01/16/2001 10:53 PM
		 
		 To: <Elizabeth.Sager@enron.com>, <vsharp@enron.com>
		 cc: 
		 Subject: Negative CTC


Vicki & Elizabeth:  here is a short draft of a proposed Assignment Agreement 
for the existing accrued, but not yet paid, amount of the Negative CTC 
Receivable (but not any future amounts).  There are a few items in brackets 
that we need to discuss.  Also, we should talk about the "consideration" 
issue for the transfer.  Also, we sent out earlier tonight a draft of a 
proposed Settlement Agreement on the MEGA transaction.  I subsequently 
received an e-mail from Shari that she had sent that on to MEGA.  The one 
item in particular that we should dsicuss there is which way the "true up" 
payments will need to move, based upon the different values of the 
transactions involved.  Please call me if you have any questions.  John

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John Klauberg
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
212 424-8125
jklauber@llgm.com

 - ctc.doc