Dear Mr. Schaeffer,

Apologies for the delay in responding to your e-mail below.

Jeff has given your proposal serious consideration.  However, given the 
current demands on his time, he has decided to decline your offer to join the 
Cogent Communications Advisory Committee.

On behalf of Jeff, many thanks for the opportunity and best wishes for 
success.

Regards,
Sherri Sera
Assistant to Jeff Skilling
713.853.5984
713.646.8381 (fax)
sherri.sera@enron.com





"Dave Schaeffer" <ds@cogentco.com> on 11/21/2000 10:37:17 AM
To: <jeff.skilling@enron.com>
cc:  

Subject: Cogent Communications


Dear Jeff,

Hope you are doing well.  It has been quite a long time since we last spoke
when I was with Pathnet.  I have since started another company called Cogent
Communications and the company has been progressing very well in the last
year.

I'm in the process of putting together an Advisory Committee for the company
composed of industry, business, and political leaders.  I think your depth
of experience in telecom could add a lot of value to the company and am
looking to gauge your interest level in joining the committee.  The
commitment is limited to one meeting per year and you would receive stock in
the company.  Thus far we have commitments from Sergio Zyman of Coca Cola
and are in discussions with Bob Dole and Vernon Jordan.

Cogent is a facilities-based ISP offering very high bandwidth Internet
access to business users in the top tier cities in the US.  Utilizing the
latest in fiber-optic technology, we've built an all optical nationwide
network and are offering 100mbps non-oversubscribed service for a flat rate
of $1,000 per month.  Feel free to take a look at our website at
www.cogentco.com.  The company has raised over $350MM in financing to date
with investors including Oak Investment Partners, Broadview Capital, Texas
Pacific Group, Capital Research, and Worldview Technology Partners.

Please give me a call/email at your earliest convenience.  I look forward to
speaking with you and catching up.

Sincerely,

Dave Schaeffer, CEO
202-295-4201