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