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
current retirement age - if they wanted to enjoy a financially comfortable
old age".

Therefore, workers and citizens should start, right no! to save for
themselves. My products are here the best saving vehicle I know.

And to what I know of Enron, it seems to me that Enron's shareholders also
will appreciate the kind of new business and investment opportunity I'm
bringing to their company. They will allow Enron to create a new and
unprecedented business model that all its competitors will envy. In a way,
Enron will change for its advantage, the way to do business in general, and
energy business in particular, thanks to the "business of businesses"
concept I've elaborated.


Dear Dr. Lay, as I read in Enron's web site, the list of awards you have
received: impressive. Congratulations! Two qualities common to all of them
are leadership and creativity. I wish these will help you to catch the
wonderful opportunity I'm bringing to you, in order to allow Enron to
accomplish a phenomenal progress.

Leadership and moreover creativity are also two qualities I've been trying
to put into practice. This effort creates a sort of affinity between us.
Thus, I think we can easily understand one another, speaking in some way,
the same language. Hence an additional reason that brings me to write you
and to make my proposal directly to you.

Given what I've learned of Enron's vision and values, I would like to stress
four of the twelve headings that are listed in Enron "vision and values"
page: innovation, diversity, change and excellence. Four headings that are
at work in each of the three proposals I've just made to you. When I knew
you were coming to that Forum, I prepared some materials for you and was
ready to present my proposals to you in details and to answer all your
questions. I'm still ready to do it. I'm even ready to come to Houston for
that purpose.


In one recent Enron's ad, I read : "Enron: Endless possibilities". Let's
make it true. Let's do it together. Let's reap the enormous benefits of "The
Business of Businesses"!

Thank you.

Best regards.

Francois Ndengwe
7, rue de Cambrai
75019 Paris
France
Tel: +33-1-4038 0946
Mobile: +33-6-7097 7206
Email: amepya2@hotmail.com


PS: May you please find my r?sum? here attached.
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 - r?sum?.doc