IN: Greetings: As folks heard, Ken Lay met with some California CEOs last Friday back East. As a result of that meeting, McNealy, CEO for Sun, asked for some background and more detail on what Ken Lay proposed as a solution for California during his meetings in California over the past couple of weeks. McNealy and others have expressed a willingness to make phone calls to policymakers, etc. to try to advance the ball. I pulled this together very hastily on Friday and take responsibility for all errors, omissions, ramblings, etc. Wanted to distribute, however, to make sure that all had the info that is getting distributed. Know folks are busy, but this will likely get distributed to other CEOs this week, so any comments, suggestions, etc. about how to improve are welcome and appreciated. Best,

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OUT: Backgrounder for McNealy

IN: DEAR SIR, WE ARE SENDING YOU THIS JOINT VENTURE PROPOSAL,TO SEEK YOUR ASSISTANCE IN LIQUIDATING AND TRANSFERING OUR TRAPPED INVESTMENTS IN VARIOUS PLACES. I AM MAKING YOU THIS OFFER ON BEHALF OF HRH MOBUTU SESE SEKO ( EX PRESIDENT OF REPUBLIC OF ZAIRE) AND MYSELF HIS LOYAL AIDE. PRESENTLY ASSYLUM SEEKERS IN LONDON UK. THE INVESTMENTS WERE MADE FROM PROCEEDS OF FUNDS ACQUIRED BY US DURING THE LAST DAYS OF OUR ADMINISTRTATION BEFORE THE PRESENT PRESIDENT AND HIS TEAM THREW US OUT AND ALMOST HAD OUR HEADS. BECAUSE THE FUNDS WERE EMBEZZLED PUBLIC FUNDS, OUR LATE CHINESE ASSOCIATE HAD TO ROUTE IT OUT OF THE COUNTRY IN HIS NAME ,THROUGH HIS CONTACTS IN THE OIL AND GAS SECTOR IN NIGERIA. SPECIFICALLY {OML 32BRASS}. THE INVESTMENTS IS WORTH US $21.5M ( TWENTY-ONE MILLION FIVE HUNDRED THOUSAND U.S DOLLARS ONLY). HOWEVER, BEFORE OUR LATE FRIEND DIED HE WAS ABLE TO SEND US A COPY OF HIS WILL OUTLINING ALL THE INVESTMENTS HE MADE ON OUR BEHALF AND NOMINATING US AS THE BENEFICIARIES. BUT DUE TO OUR INABILITY TO LEAVE THE UK, COUPLED WITH THE FACT THAT WE ARE UNDER CONSTANT SURVEILANCE, WE WOULD LIKE TO NOMINATE YOU AS THE BENEFICIARY, SO YOU CAN CLAIM OUR INVESTMENTS,TRANSFER TO YOUR ACCOUNT AND SEND US OUR SHARE TO ENABLE US PROSECUTE OUR CASE AS WE ARE COMPLETELY OUT OF FUNDS. WE ARE OFFERING YOU 30% OF THE PROCEEDS FOR YOUR EFFORTS. 10% IS SET ASIDE FOR EXPENDITURES INCURRED. 60% IS SET ASIDE FOR US, AT OUR DISCRETION. SHOULD YOU BE INTERESTED IN THIS OFFER YOU CAN REACH ME ON MY MAIL BOX mbadakad@yahoo.com,mbadakad@lycos.com WERE I SHALL BRIEF YOU MORE. THIS TRANSACTION IS COMPLETELY SAFE AND SECURED AND WE CRAVE YOUR UTMOST CONFIDENTIALITY BEST REGARDS, DAVID MBADAKA

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OUT: JOINT VENTURE

IN: 1. At the end of the "Notice of Exercise" clause, ass"(but not both)" 2. Instead of "Additional Provisions", insert the following: Special Provisions: Notwithstanding the foregoing, the exercise by the Buyer of the option to enter into either Underlying Transaction I or Underlying Transaction II is conditioned upon (i) the execution by the parties on or before the Expiration Date of an ISDA Master Agreement and (ii) Enron Corp. Risk Assessment and Control approval [of what?]. In the event that either/both (?) condition is not satisfied prior to the Expiration Date, this Transaction shall terminate on such date without further action or payment required by either party.

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OUT: Re-Box

IN: Please give me a call when you get a chance to discuss the schedule I sent earlier. Sylvia gave me some information she thought you might want in the schedule. Thanks. PL 3-7376

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OUT:
orig schedules