Kay:
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Attached is a? copy of the proposal  with my revisions--my changes and 
deletions are shown in blue.? I had  indicated in our telephone conference 
that I was expecting you to make the  changes we discussed but that I was to 
furnish you language in a couple of  instances.? Instead I made changes in 
all instances that we  discussed.? In addition, Marvin and Bob Priest asked 
me to make three  changes--these include deleting the "breakup" fee of 
$50,000, deleting the 95%  guaranteed availability and adding "best efforts" 
obligation language, and  adding language acknowledging that the monthly 
guaranteed fee would satisfy  Enron's costs for software and hardware.? 
Please let me know if the changes  are satisfactory.
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I apologize for the delay--but I had to get  my client's O.K. on these 
matters.
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I also was talking to Wilson Montjoy on  another matter and told him I did 
not consider it a conflict for him to  represent Enron on this matter.? He is 
a good lawyer.
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I hope your father's surgery turns out  well--I know how tense and edgy 
family members can be until they are told  everything has gone O.K.
David R. Hunt
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 - DRH revised Enron Asset management proposal 3-18-01.doc