Diana,

Further to our conversation, attached is a draft of a Master Firm
Purchase/Sale Agreement between Duke and Houston Pipe Line Company.

Please give me a call with your questions or comments regarding the draft.

Very truly yours,

Debra Perlingiere
Enron North America Corp.
1400 Smith Street, EB 3885
Houston, Texas 77002
Phone 713-853-7658
Fax 713-646-3490