The attached Exhibit represents our understanding of the above referenced 
transaction which you and Bill Brown verbally agreed to. 

If this accurately reflects your understanding of the transaction, please 
print out two copies, execute, and return both to oour office.? We will then 
have them executed by Tom Armstrong (VP/Gas Resources & Energy Services), and 
return an original for your files. 

If you have any questions regarding this transmission, please don't hesitate 
to contact Bill Brown at 702-876-7136, or william.brown@swgas.com. 

Thank you.
 - ENRN00-2.EXH.wpd