Dan--

Quantum & Enernet have verbally agreed to the attached terms.  Per Shonnie's 
suggestion, I have forwarded the proposal to you in hopes that you could help 
to incoporate the terms into the definitive purchase and gathering 
documents.  I thought maybe we could use the latest Coleman documents as our 
"standard" to incorporate these terms...I think its the best one so far.

A couple notes: (1) Quantum and Enernet will both be signatory parties to the 
contract (if this is okay...however, who do we send the money to?...)
  (2)  Ignore the "Gathering System Financing" section for now

Please call me to discuss any/all aspects of this deal.

Thanks!

Dan