I can't say it enough...you are the best!



	Peter Keohane
	Sent by: Sharon Crawford
	08/23/2000 12:07 PM
		 
		 To: Tana Jones/HOU/ECT@ECT, Robert Bruce/NA/Enron@Enron
		 cc: Greg Johnston/CAL/ECT@ECT
		 Subject: Assignment, Subordination and Postponement of Claim

Please see the following:

"Any and all present and future debts, obligations and liabilities whatsoever 
of [Counterparty] which are now or hereafter owing to [Guarantor] are hereby 
assigned by [Guarantor] to [Enron entity].  Further, [Guarantor] acknowledges 
and agrees that any and all such present and future debts, obligations and 
liabilities of [Counterparty] which are now or hereafter owing to [Guarantor] 
are absolutely and unconditionally subordinated and postponed to the payment 
in full by [Counterparty] to [Enron entity] of all present and future debts, 
obligations and liabilities of [Counterparty] which are now or hereafter 
owing to [Enron entity], and [Guarantor] further acknowledges and agrees that 
if [Guarantor] receives any monies or other amounts or consideration in 
respect of any such debts, obligations and liabilities of [Counterparty] 
owing to [Guarantor], [Guarantor] will receive same in trust for, and will 
immediately pay same to, [Enron entity] unless and until all present and 
future debts, obligations and liabilities of [Counterparty] which are now or 
hereafter owing to [Enron entity] are paid in full and without limiting or 
reducing [Guarantor's] obligation to pay pursuant to [Guarantee] in any 
manner whatsoever."


Regards,
Peter