---------------------- Forwarded by Elizabeth Sager/HOU/ECT on 03/27/2000 
10:05 AM ---------------------------

Christian Yoder

03/24/2000 05:20 PM
To: Elizabeth Sager/HOU/ECT@ECT
cc:  
Subject: Lockbox documents

,

Elizabeth:

Here is a set of documents which might be useful as a starting point for your 
situation.  The idea in the transaction for which they were tailored was that 
the California Energy Commission ("CEC") and three California UDC's would 
divert payments they were otherwise  required to make to a blackballed ESP 
into the infamous "Lockbox."  The bank-administrator of the Lockbox was to 
swear in blood to send money coming into the lockbox to our account first and 
dribble any leftovers to the blackballed ESP as they saw fit.  Also,  the 
mili-second that the funds plunked into the Lockbox a virulent "Security 
Interest" attached itself like a vampire to the juggler vein of these funds 
and this security interest was for our benefit.  

 Although I am proud to have the  name Yoder associated with the Lockbox 
concept,  I must in all modesty confess I have never closed out a real deal 
using the damn thing.  Stewart Rosman, an innovative trader who is well known 
for his patience with the legal process,  and later,  John "Big Sky" 
Malowney,   tried valiantly to get Legal to implement this sturcture but 
alas, I cannot yet put it on my resume as a triumph.  Good luck and let me 
know if I can help out in any way with your project.----cgy