Dear Ken: 

This note builds on the earlier voice mail, and a memorandum I have sent to  
you, following the Dave Dorman meeting. Given the initial ground work done 
by  
our team at ATT leadership level, the meeting between Jeff and David Dorman,  
we think did go as expected by us. I am sure Dave and Stewart, along with  
Jeff have shared their views of the meeting, and do feel positive about ?the  
process forward. 

Our take on the meeting is as follows: 

1. Dave Dorman is open and eager to explore ways ATT and Enron could  
cooperate across the board. 

2. Dave wants to move fast, but at a pace that will work within ATT, and is  
strategically sound for both the organizations 

3. He is now looking forward to specific value propositions from  
Enron-Adventis team, which he is prepared to discuss with us. 

4. On that basis I am sure he will guide us to the most appropriate guys  
within ATT who will need to understand and act on the value propositions. 

In view of the above the real work begins now. As discussed with Dave and  
Stewart, we will further reinforce our commitment to develop, and take the  
basic proposals with ATT forward. Our team is already on the job and will  
meet with Stewart early this week. 

I did indicate to both Dave and Stewart that we will like to take the next  
steps in a most expeditious and matured fashion so that all the strategic  
possibilities to create the new bandwidth dynamics between the two companies  
could be achieved. 

Given that there were some hesitation within Enron on the out come of the  
first meeting with ATT, we committed to the last 2.5 weeks of work with a  
reduced fee structure. Now that the first major step has been successfully  
taken, we plan to work with you along our normal professional fee schedule.  

As we do want to move as fast as possible and if at any point indications 
are  
that the desired out come will be difficult to achieve we could stop and  
review progress. As a result, although not common, we are willing to work  
with a weekly rate, adjusted to professional fees of $75,000/week and out of  
pocket expenses. In addition of course for an engagement of this nature 
which  
essentially leverages our firms professional credibility and trust in the  
industry, our clients pay us on the basis of successful execution of the  
alliance formation along preset milestones.  

Given the strategic nature of this engagement, and our commitment to assist  
you with all the major Telcos, -- incumbents and new, we will welcome to  
learn from you the basic structure of a formula which Enron is most  
comfortable with; typically in other situations in my professional life, we  
have been rewarded in three stages: 

1. On signing of ?the letter of intent(s) 
2. On ?signing of the agreement(s) 
3. On launch of the first project (s) 

Ken, while we look forward to formalizing the above, please enure we sustain  
and if not increase the momentum gained from the first summit meeting last  
Thursday. If we do the right things, the upside is indeed huge. We of course  
should also start thinking through how to build the same kind of work  
dynamics with the other Telcos, in most we do enjoy similar professional  
trust. 

We will call you tomorrow to firm up the next 3 -4 weeks of ?work --  
documentation of value propositions, actions, meetings, and decisions. 

Regards, 

Partha S Ghosh 

?