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