I tried one and returned it…..the Pro-X2 completely blows it out of the water for build quality, padding, suspension system, etc. The Telex frame feels like a bent coat hanger and I found the earpads hard and uncomfortable. Batteries are cheap at Costco, and actually the Pro-X2 has pretty good passive attenuation because the pads are so soft and pliable….sometimes I forget to turn on the ANR in the 737 and it’s just fine…..even better if you wear plugs underneath.