-----Original Message-----
From: Rand M. Curtiss [mailto:randmcurtiss@juno.com]
Sent: Thursday, August 24, 2000 10:15 AM
To: barbara.rayner@ey.com; jfrizzell@gibbs-bruns.com;
mtimberlake@worldnet.att.net; Scollings@gibbs-bruns.com;
thill@mcfallglidden.com
Subject: Appraisers' conference call results and next steps


Barbara Rayner and her team, Marlene Timberlake and her team (except for
Malcolm, who was unfortunately not available) and Randy teleconferenced
this morning as scheduled.  Here is what resulted:

1. We all think we can have values ready by Friday 8/31, but not full
reports which explain how we got to them and which are in formats
suitable for submission.  We need perhaps another week (but not a great
deal longer) to have suitable reports completed.  We believe this will
not be too much of a problem, based on Barbara's and Marlene's
discussions with respective counsels.

2. We all appear to be missing financial statements for Beal's Town car
for the year 1997.  Could Scarlett see if they are available and get them
to us?

3. There was minor confusion regarding Call Center as to which financial
forecast should be used.  There are at least three, but they are not
appreciably different.  Rand used the forecast accompanying the DASH.
Scarlett might want to double check to see which one is appropriate, if
this can be determined.  Not a major issue.

3. With regard to Tim's letter of 8/16 and Scarlett's response on 8/18:

A. None of us were influenced in any way by the Enron valuation numbers
submitted along with the Enron materials.  We are each preparing an
independent opinion.

B. On the Call Center interest, we will all address the issue of the
warrants: Rand pointed out that the warrants did not all vest
immediately, and that the 95.58% ownership assumption would incorrectly
reflect this.  I believe we all agreed that 82.3% is the proper ownership
interest as of 9/5/99, subject to revisiting the issue independently.

C. Everyone is treating Cynet as a separate item.  We all agree that
there is a legal issue as to whether an investment was made as of the
valuation date.  That is not an appraisal issue.

D. On the final accounting and the formula calculations, we would all
like the attorneys to explain to us exactly how these are to be treated.
Rand in particular is unclear as to how the final calculation should be
done.  We can discuss this at our Monday conference call, which Rand will
set up (through AT&T: they will call each of us) at 2:00 P.M. eastern
time, 1:00 Dallas.

4. We were unanimous in deciding that now is not the right time to share
results for several reasons:

A. We do not want to do anything that would contravene the Partnership
Agreement which might cause all of our good work (editorial comment!) to
be tossed out.
B. Sharing of "numbers only" results without final reports giving their
rationales is useless.
C. If we were to share "everything but the conclusions" now, we might
waste a great deal of time and money on minutiae, irrelevant things, or
arguments about issues on which appraisers can have legitimate
differences of opinion.

We propose instead the following:

A. We will each prepare reports and submit them as soon as possible
(relative to the 8/31 goal) as planned.  We will each submit full reports
that detail how we developed our conclusions, as well as what they are.

B. Counsels can then decide what they would like to do.  If they wish to
accept our reports and proceed, we are done.  If counsels agree
alternatively that they would like the appraisers to exchange reports, we
are equally amenable to that.  Each of us could then read the other
reports and (assuming counsels authorize this) reconsider our own
conclusions and revise them (if warranted) and/or comment on the others
in a constructive manner.  Again, we do not want to do anything that
would jeopardize the validity of what we have accomplished so far, but we
all want to cooperate to get this matter resolved.

I will talk with you all on Monday afternoon.

Rand M. Curtiss, FIBA, MCBA, ASA, ASA
Loveman-Curtiss e-Values Your Business
Vox 216-831-1795 Fax 216-292-6887
www.curtiss.com   www.businessval.com
Headquarters of the American Business Appraisers National Network
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