Raj--
 
Attached to this  e-mail in two separate tif files are hand-marked pages from the Stockholders'  Agreement and the Registration Rights Agreement reflecting our comments  thereon.  To access these documents double click on the icons below.   If you are unable to access these documents, please contact my secretary,  Stephanie Kaczenski, at 713.758.2734 for a facsimile copy.
 
These documents and  our comments thereon have not been fully reviewed by representatives of Enron  and, thus, remain subject to the review and comment of such  persons.
 
Please forward this  e-mail to representatives of Warburg as early as possible on Friday morning so  that they may review our mark-ups and prepare for our conference  call.
 
Sincerely,  
 
Michael S.  Telle
 
 
 - Michael Telle (E-mail).vcf 
 - SA.TIF 
 - RRA.TIF