Dr. Kenneth L. Lay Chairman of the Board Enron Corp. Dear Dr. Lay, We met less than a week ago, on Wednesday 16 May 2001, during the OECD Forum 2001 in Paris. I'm an independent consultant and innovator, with a special interest in energy and new technologies. I have more than ten years experience in research and innovation in economics, business and technology. I attended the session on energy you chaired during that OECD Forum. After the session, I had a discussion with you. Unfortunately, your time was too short. You gave me your card and asked me to write you. As I told you, I think I can add value to your staff, bring new lines of businesses to Enron and with them, many new clients. And above all, unprecedented profits. I am writing you to propose my contribution in these purposes. I'm mainly making three proposals to Enron. 1.- Working for Enron as an external consultant. Here, I would rather like to work on assignments, medium or long term, with a preference for the following jobs: risk assessment and/or management, strategic analysis on geopolitical, macroeconomics and societal issues. I think these are important tasks for a company like Enron. The current problems with Enron's Dabhol power plant in the Maharashtra state in India stresses the kind of importance I'm mentioning. I can also conduct surveys and provide Enron with technical and fruitful information and policy recommendations. I've done a job like that recently, on the oil-pipeline project in Chad and Cameroon. As you may already know, this is a $4 billion project recently launched, with the support of the World Bank, and led by three major energy firms: Exxon and Chevron of the USA, and Petronas of Malaysia. I wrote a detailed and long report, which combined public and private sectors' concerns, and also communities' interests. Having operations worldwide, Enron I think needs the type of technical works I've done on that major energy project. I have a good expertise in energy economics. I attend international congresses on that subject, for instance in Boston in January 2000. Since more than five years, as a journalist or as an independent consultant, I have been covering the works and studies of, or participated to workshops and seminar organized by, the IEA (International Energy Association). I know Mr. Robert Priddle, IEA chair, who also attended that energy session during the OECD Forum 2001. I know the work he and his team of experts have been doing. 2.- Being fully employed by Enron. In this respect, I would prefer to work as a researcher for either Enron Project Development and Management or Capital and Risk Management departments. In these fields, I've also innovated. I've created among concepts, tools and processes. For instance, the "Sensible Guide for Action". This is a tool theoretically powerful and practically very efficacious. It's main goal is to help decision-makers, in both private and public sectors. The Sensible Guide for Action assists them in their approach to solve technical problems. The SGA is a five-leaf bough. I've also created a method to assess a firm capacity to create wealth. This method can be adapted to fit some particular projects. The method is very useful in countries where there's no stocks market, and where capital markets are not sufficiently large. That's the case of underdeveloped countries in general, where yet the energy demand if forecast to grow the most in the coming decades. Enron cannot overlook this, or miss the business and profit opportunities in this growth. 3.- The Business of Businesses. Dear Dr Lay, if you accept this third proposal, it will probably be the best investment Enron has ever made. I'm an independent researcher and entrepreneur, with a strong quantitative analysis competence, and a multidisciplinary background, both by education and professionally. I'm a graduate in mathematics and in mechanical engineering (University of Paris) and also in business and economics (Institut d'Etudes Politiques of Paris). In this third proposal I'm bringing to Enron two key inventions I've made, two types of financial products targeting consumers and companies. I believe they will interest Enron. These products have a market potential worldwide, unlimited. They will create an entirely new industry: the business of businesses. I'm currently looking for investors with whom I can launch those products. We will be the world leader here, and remain in that position for a long time before copycats try to reach us. I've created the products, and nobody knows about them or about their extraordinary markets. I started to talk to you about these products when we met, but you were hurrying, and the many solicitations and noises of the Forum made it difficult to explain my point. I'm writing you as you asked me, because firstly I believe these products will interest Enron. Secondly I know how these products will boost three types of Enron services: Online Marketplace; Broadband Services; and Energy & Commodities. Plus, these products, and the business of businesses they create are an excellent placement for Enron. Among the many reasons why I believe my products will interest Enron are these: (i) Their market is global. (ii) They are directly related to consumption and savings. (iii) They're excellent saving vehicles, for instance for pension or life insurance. (iv) They concern payment transactions and transmissions (And thanks to information technology, costs here decrease while productivity will grow). (v) They are both offline and online business (These products will be excellent for Enron e-business). (vi) I want to be and remain a global leader. (vii) The products' growth potential is borderless (viii) There's no competitor and before copycats arrive we would have strongly imposed ourselves as The Leader and the Reference, increasing chances that customers remain faithful to us. (ix) My products will allow Enron to beat its competitors. (x) Enron will earn a lot of revenues, many new clients, and very big and unprecedented profits. I'm looking for investors willing to put around $7 million. Given that the revenues generated can very rapidly reach the range of $500 million to $1 billion, that initial $7 million is a wise and very profitable investment. If you're interested, I'm ready to present the products and its business scenario to you. The business model is very innovative, unprecedented. These products' market is the whole world. But the first three markets I would like to attack are the UK, Germany and moreover, Japan. Today's news about Japan is rather bad. Economists and many observers see a declining Japan. Me not. They may be right from a pure statistical and macroeconomic viewpoint. But they fail to see deeper. They overlook the other face of Japan. For my part, I see great business opportunities in Japan, today and for the coming decade. Particularly for the financial products I'm proposing. These financial products I want Enron to launch with me in Japan, perfectly fit Japanese consumption manners, their problematic pension system, and life insurance structure there. Public pension systems are under pressure every where, particularly in Japan. In Germany they are trying to reform it. But there's no consensus in the governments (federal and states') or in the Parliaments (federal and states'). Last week, Chancellor Gerhard Schr?der won some parliamentary approval. But the package he proposed is far from solving the issue. In the meantime, problems may accumulate, the situation could worsen. What seems sure is that in a foreseeable future, governments, not only in Germany but in all developed and ageing countries, will no longer be able to pay pensions at the level they have promised or are continuing to promise. An additional bad news, even company pensions will suffer. In today's "Financial Times" (Tuesday 22 May 2001, page 17), Peter Thompson, incoming chairman of the British National Association of Pension Funds "warned UK workers that they would no longer rely on comfortable company". He adds that "many wold have to work until they were 75 -- 10 years longer than the

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Three proposals, following up our recent meeting.