Andy,

Another point to note is that 50% of the funding occurs at closing and 50%
after our link with EOL is up and running for 30 days, so all the funding is
not required at closing.  I understand Enron will probably not invest, but I
wanted to make sure you had all the info.

Frank

>  -----Original Message-----
> From: 	Frank Getman, HSE
> Sent:	Monday, March 05, 2001 1:02 PM
> To:	Andy Zipper (E-mail)
> Cc:	Howard Smith; John Applegate
> Subject:	Financing update
>
> Andy,
>
> As I mentioned during our call on Friday, HoustonStreet is doing a $4mm
> round of debt financing with warrants allowing the holders to convert the
> debt into equity at $.15 per share.  An additional approximately $8mm of
> outstanding indebtedness is also being converted into the same security.
> The following is the information you requested to analyze Enron's postion:
>
> 1.  Enron currently owns 8.16% of HoustonStreet;
> 2.  Enron will be granted three additional blocks of 254,400 shares each
> based upon achieving agreed upon volume targets;
> 3.  Enron will receive an additional 10% of HoustonStreet (on a fully
> diluted basis) if the link with HoustonStreet is exclusive after one year
> from going live;
> 4.  If Enron does not participate in this round of financing, it would own
> approximatley 2%.  The shares awarded for volume targets and exclusivity
> (points 2 and 3 above) remain unchanged;
> 5.  Enron's pro rata share of the $4mm of new capital is $343k.  If Enron
> invested $343k, it would own 4% after the financing; and
> 6.  Enron's pro rata share of the $12mm financing ($4mm of new capital and
> $8mm of debt conversion) is approximately $1mm.  If Enron invested $1mm,
> it would own 8.6% after the financing.
>
> I hope this provides you with the information you need.  Please feel free
> to contact me if you have any questions.  The closing for this round of
> financing is scheduled for March 12, 2001.
>
> Best regards,
> Frank