Kim:

This is to confirm my conversation with you this morning pertaining to
ENRON's 2002-2003 long-term gas supply (at a fixed price of $4.62/MMBtu)
offer.  Currently, EPE can not accept several of the terms and conditions
included in your confirmation draft letter (dated January 22, 2001) and the
attached ENFOLIO.

EPE appreciates your efforts in attempting to meet our LT gas supply
requirements and we look forward to a continued business relationship.

Thanks,

Barry