Dan -- Attached is a redlined and clean version of the form subordination
agreement regarding Enernet which you sent to me.  I have made some
suggestions, several of which deal with beefing up the consideration for
the subordination for enforceability purposes.  The form of
acknowledgment that you forwarded to me is fine, as long as the
subordination agreement is signed (and the acknowledgment taken)
outside of the State of Wyoming.

Please call with any questions or comments.

 - 263155~1.doc
 - result~1.doc