Jeff,

After your call I thought I should give you some background on Datacentric 
Broadband (DCB). 

1. The company was founded by Leslie Anderson a woman entrepreneur in Conroe 
Texas.  Leslie continues to be the largest non institutional shareholder and 
is Chairman of the Board.  The president is Gary Remy, a Hispanic, whom you 
met recently at the YPO gathering. 

2. DCB is in the broadband wireless access market focusing on smaller cities 
in Texas.  They have deployed in nine different locations and have a strategy 
to grow from a regional player to a national player.  The market they are in 
requires no license fees and is one where being first to locate in a city is 
critical to success.

3. We have invested $2 million in DCB to date and brought in Redstone 
Investors who also invested $2 million. Redstone should continue to 
participate with us in any future investments we make in DCB.

4. We have talked to Kevin Garland  to solicit interest from him, however he 
made it clear that DCB was not in his target market and he was not interested 
in the investment.

5. DCB has engaged Arthur Andersen to help raise additional funds for 
continued growth.  We along with AA have been talking to other potential 
investors and have found a receptive yet cautious reception.

6. About two weeks ago we were approached by representatives of Union Pacific 
Railroad and Norfolk Southern Railroad with a proposal to invest up to $75 
million in DCB over the next five years beginning with an initial investment 
of $15 million.  U P asked if Enron would be willing to invest a similar 
amount alongside them to help DCB grow into a national broadband wireless 
access provider to smaller cities. After this request I asked Ken Rice if EBS 
would be interested in an investment in DCB either in conjunction with U P or 
on a stand alone basis.  My hope was that EBS would view DCB as a strategic 
fit to their business model and would be interested in a much closer 
relationship with DCB perhaps leading to a buyout. ( Although EBS and  DCB 
are in different businesses I know that the trading group of EBS has used DCB 
to provide liquidity and last mile access for many of their trades.)  Ken's 
response was that EBS was not interested in an investment in DCB and he 
didn't see a strategic fit between the two companies.  

7. We have also talked to Lou's group, the Xcelerator, and to LJM about 
investments in DCB and it appears that LJM is very interested in committing 
funds however I don't think they will be ready in time to match U P's 
commitment.

8.  At a subsequent meeting with U P we told them not to expect any 
additional funds from Enron other that a possible $2 to $3 million from 
ourselves since that is all of the capacity that we have left for this 
investment.  They are very disappointed that Enron does not see the strategic 
potential of this business the way they do, but nevertheless are still moving 
forward in their efforts to invest in DCB in the $75 million range.  We are 
currently in the due diligence process with U P and hope to wrap up a deal 
structure by the end of May.

  We have solicited the support of other Enron groups all along the way while 
making our investment decision.  I truly believe that DCB is in a space that 
could be very integral to the success of EBS and had hoped that we could work 
together more closely, however EBS does not see a strategic fit with DCB.  We 
will continue to develop relationships with other strategic and financial 
partners in order to enhance and grow the value of our investment in DCB.

 I will be happy to talk to you further about DCB and our investment.  We 
will of course seek your approval for any additional investments that we make 
in DCB.  Please call me if you have any additional questions.

Gene