I.  I thought it would be helpful to put the following in writing for 
everyone based upon our conversations with Ron Astin.

In making ownership determinations the following applies:

1.  Where warrants are also owned:

warrants (exercisable within 60 days by "Enron") + stock owned   
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warrants (exercisable within 60 days by "Enron") + stock issued and 
outstanding

2.  Where preferred shares are owned:

If preferred class is public, it must be included.
If preferred class is private, but convertible to common public, it must be 
included.
If preferred class is private (and not convertible to common public), and we 
do not own 10% of any other class that is public, then it does not need to be 
included.

3.  Where the shares are owned via a joint arrangement of any type, please be 
sure that the share numbers that are being reviewed and to be provided to 
legal include the gross shares held in the joint arrangement, and the "Enron" 
net shares (our % interest applied to the gross).  We need both numbers to 
coordinate our analysis.  Only the net share number will be swapped.