PG&E Energy Trading, Canada Corporation

We have received an executed Settlement, Assignment and Assumption Agreement
- Number 3, dated effective as of January 25, 2001, by and among Enron Canada
Corp. ("ECC"), PG&E Energy Trading, Canada Corporation ("PGET") and Duke
Energy Marketing Limited Partnership ("DEM"). This agreement (a) PGET
assigns to DEM its rights and obligations under five (5) PGET/ECC
transactions (effective as of 2/1/2001), (b) ECC consents to the assignment
to DEM, and © ECC and DEM agree that the five (5) PGET/ECC transactions
(being deal nos. EX8670.1, EZ5155.2, N09864.1, N22126.1 & NC9595.1), shall be
governed by and subject to the terms of the December 10, 1996 ISDA Master
Agreement between ECC and DEM.

Copies will be distributed.

Cordially,
Susan S. Bailey
Enron North America Corp.
1400 Smith Street, Suite 3806A
Houston, Texas 77002
Phone: (713) 853-4737
Fax: (713) 646-3490
E:mail: Susan.Bailey@enron.com