Thanks for your reply.  We certainly can appreciate the importance of focus
and not being able to devote cycles to activities which are not core.  We'll
keep you up to date with our progress and perhaps the time will be right in
the future.

Regards, Frank

-----Original Message-----
From: Jeffrey.McMahon@enron.com
To: franklevy@fairair.com; whalley@enron.com
Cc: singer@fairair.com
Sent: 5/19/2001 1:10 PM
Subject: RE: FairAir Proposal

Frank-

Sorry it has taken me so long to get back to you.? Unfortunately,
business
is such that at this time we do not have the resources to allocate for
someone to focus on your worthy effort.? It really is interesting, but
we
just have our hands full on a variety of new initiatives that are much
bigger in scope.? Basically, just bad timing.

Best of luck to you and your team in your efforts to bring some
efficiency
to this market.? If there still is opportunity at the beginning of next
year, please contact me.? Maybe we will have better luck then.

Regards,

Jeff McMahon

   -----Original Message-----
   From: Frank Levy <franklevy@fairair.com>@ENRON
   Sent: Mon 3/19/2001 8:26 PM
   To: 'whalley@enron.com'; McMahon, Jeffrey
   Cc: Jason Singer
   Subject: FairAir Proposal



   Jeff and Greg:

   Echoing Jason's message from last week, we enjoyed

   meeting you very much.? With this email I would like

   to follow up on comments you made regarding a possible

   investment that would allow FairAir to serve in a

   market-making role.

   As detailed in the attached presentation, we propose

   that Enron invest $3.5 million for 17% of our company

   as the lead investor in a $6 million round.? These funds

   would let us deploy $2 million toward market-making

   and grow our business over 12 months to the point

   where we are generating $250k in monthly profits.

   (Our projections are detailed in the attached

   spreadsheet.)

   FairAir is the industry's best hope for the creation of

   a true travel market down the road.? Now that our system

   is operational, we are poised for growth.? As we discussed,

   Northwest has verbally committed to expanding from seven

   trial markets to their full route system.? Additionally,

   in direct conversations with American and Continental,

   we received a strong indication that an investment from

   Enron would tip the balance in our favor.

   I will call you the morning of Monday, March 26th to

   follow up on this email.

   Regards,

   Frank

   ?<<Proposal 3_19_01.ppt>>? <<FA2 Pro Forma.xls>>

   =====================================================

   Frank Levy, CEO/Founder, FairAir.com

   385 Fremont Street, SF, CA? 94105

   mobile:? 415-378-4942

   efax:??? 508-302-8449

   email:? franklevy@fairair.com

   -----------------------------------------------------

   Coming soon from FairAir: the world's only

   transferable airline ticket.? Sell a ticket you

   can't use. Change the passenger name on a ticket.

   Beta signup:? http://www.fairair.com <http://www.fairair.com>.

   =====================================================


   ?- Proposal 3_19_01.ppt <<Proposal 3_19_01.ppt>>

   ?- FA2 Pro Forma.xls <<FA2 Pro Forma.xls>>