As per our discussion yesterday, please find below some information on our 
past discussions with i2, our current status and our suggested course of 
action for your call with i2.  If you have any questions, please contact me 
at extension 36635 or my assistant is Tina Spiller at 35746.

Thanks.

Greg Piper

 -----Original Message-----
From:  Shelby, Rex  
Sent: Friday, May 25, 2001 8:56 AM
To: Piper, Greg
Cc: Shelby, Rex
Subject: EnronOnline Opportunity with i2


As background for Mr. Lay's call to Sanjiv Sidhu of i2 concerning the 
EnronOnline opportunity, here is a brief summary of where we stand and our 
suggestions:

History of Enron/i2 Discussions

? i2 was one the initial companies contacted by Enron Net Works (ENW) for the 
EnronOnline commercial discussion.
? The focus of the Enron/i2 discussion earlier this year was a complete sale 
of the software asset that drives EnronOnline to i2.
? i2 expressed considerable interest in the opportunity below the executive 
level, but ENW had difficulty getting a concrete bid or proposal from i2.
? In order to get the discussion started, ENW provided an offer to i2.
? i2's response to the Enron offer was that they considered it high and that 
they would prefer to partner with Enron in some manner in addition to some 
form of purchase.
? ENW expressed interest in talking with i2 about this and requested that 
they outline their preferred deal to Enron.
? ENW never received a term sheet or other information on a new price and 
partnering concept from i2.

Current Status of EnronOnline Commercial Initiative

? Since those early discussions with i2, ENW has discussed the EnronOnline 
opportunity with other selected technology companies, and is now considering 
bids from several potential counterparties.  
? Generally speaking the deal structure that appears to provide the best 
opportunity for both parties entails involvement by ENW after the 
transaction, in the form of equity participation or royalty payments or both, 
as well as the transfer of some Enron people.  
? This seems to move us into the realm of a "partnership" structure that 
could fit the initial i2 interest.

Current Enron/i2 Status

? Rex Shelby talked briefly with Greg Brady, i2 CEO, at a conference in NYC 
two weeks ago.  
? Greg Brady expressed interest in renewing talks around the EnronOnline 
opportunity.  

Current Status of the Sale Opportunity

? We are now reaching the point in the process at which we need to determine 
whether there is an interest from i2.
? We want to make sure we give i2 the opportunity to outline a proposal with 
a price as well as outline their needs for a relationship going forward, or 
to confirm that they are not interested.

Suggested Message to Sanjiv Sidhu

Our suggested message to Sanjiv is:
.
1. Enron remains interested in exploring this opportunity with i2 if there is 
a genuine interest from i2.
2.   Enron is open to considering deal structures that provide incentive for 
participation by Enron after the transaction.
3.   Enron is moving down the path with other parties, so if i2 has an 
interest, we would need to start working with them soon.

Thank you for your assistance on this.  Please let us know if you need more 
information.