FROM ROB WALLS AND JOHN ALE

First, thank you very much for your prompt responses to our requests for comments on the draft Agreement and Plan of Merger distributed Tuesday and for items that would go on a disclosure schedule.  This has been hard work in a short period.

More hard work is to come.  Although no decision has been made on whether our company wishes to pursue this alternative and, if so, whether acceptable terms can be reached, we have been instructed to be in a position to sign the agreement and deliver the disclosure letter by this Sunday night.  To this end, we are attaching a revised draft of the agreement.

Please review again the provisions of this agreement to see whether there are any further changes to be made.  We are collating the information you have provided for disclosure schedules and will circulate a draft tonight or Friday morning for your further comments.

Note that we are attempting to have the term "Subsidiary" defined to include only consolidated subsidiaires.  We must be prepared, however, to include some representations about significant off-balance-sheet entities.  Accordingly, as you review drafts of the agreement and the disclosure letter, please note any comments that apply only to unconsolidated entities.  Please return your comments to Rob Walls (EB 5012) or John Ale (3AC 1023) by Friday at 3:00 pm.  If you send matters by email, please send it to both of us and Norma Tidrow (at Azurix).  

As before, if you need to speak with someone else in your group, please clear that with one of us.  If you have any questions, please call one of us.  Also, given that we may need to make changes over the weekend, please let us know how we can reach you over the weekend.

Thanks in advance for your continued help.

Rob Walls							John Ale
x6-6017							x5-5263
Cell (713) 562-7572						Cell (713) 305-8263

cc:	Jim Derrick, Lance Schuler