At the request of Marguerite Kahn, attached is the Assignment and Assumption
Agreement marked to reflect her comments.

 <<blackiline - Assignment and Assumption.DOC>>  <<Assignment and Assumption
Agreement.DOC>>

"paulhastings.com" made the following annotations on 04/13/01 22:57:54
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NEW E-MAIL ADDRESSES AT PAUL, HASTINGS, JANOFSKY & WALKER LLP

We have changed our e-mail address.  Our new domain name is 
paulhastings.com.  In most cases, our address is composed of conventional 
first name and last name plus @paulhastings.com.  Here are two examples: 
janesmith@paulhastings.com and danjones@paulhastings.com.  If you have any 
questions, please contact us at noc@paulhastings.com.

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"The information transmitted is intended only for the person or entity to 
which it is addressed and may contain confidential and/or privileged 
material. Any review, retransmission, dissemination or other use of, or 
taking of any action in reliance upon, this information by persons or 
entities other than the intended recipient is prohibited. If you received 
this in error, please contact the sender and delete the material from all 
computers."

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 - blackiline - Assignment and Assumption.DOC
 - Assignment and Assumption Agreement.DOC