Marvin and David Version

Sent: Friday, April 27, 2001 6:44 PM
Attached is my completed version (subject to a second review) which Marvin
reviewed as I was making the changes. Marvin has not had a chance to
provide me all of R. W. Beck's comments but I trust Marvin caught anything
that Beck had cautioned against. The awkward part is the fee--which can be
determined by a combination of the definition of Savings, the section on
Payment and Fees, and the fee section of Exhibit A. If I had more time
perhaps I could have put it together better; but rather than start over and
write a new structure, I tried to take the existing structure and language
in the LOI and the proposed Asset Management Services Agreement. My
secretary and I had a very difficult time with the margin codes, etc. but I
believe we have it straight--at least in the 11 point font of Times New
Roman.

I will be out of the office Monday but I trust you folks can finish this off.
- MDEA Interim Letter Agreement w Enron.doc