Master Agreement between Enron North America Corp. and Duke Energy ,
 Hello Debra:

As you know, Duke Energy Trading and Marketing, L.L.C. ("DETM") and Enron
North America Corp. ("ENA") are operating under a GISB Base Contract dated
December 1, 2000, which covers all of our companies' spot transactions.
However, we still need a contract to cover our companies' term
transactions.  Accordingly, DETM has reviewed ENA's standard master
agreement and has some proposed revisions to this document; attached is a
redlined agreement which reflects DETM's requested changes.

Please review DETM's changes to ENA's agreement and let me know if they are
acceptable.  We would like to execute this agreement as soon as possible
since we currently do not have an agreement that covers our term
transactions, so your immediate attention to this matter is appreciated.
Thank you for your assistance.

- Julie Roberts
Phone:  (801) 531-5443
Fax:  (801) 531-5490

(See attached file: Enron Contract as of October 19, 2001.doc)
 - Enron Contract as of October 19, 2001.doc
debra.perlingiere@enron.com