June 21, 2000

Judy Maclachlan
TransCanada Energy Marketing
Calgary, Alberta Canada

Judy,

Further to our conversation, attached is a draft of a Master Agreement for
TransCanada Energy Marketing. I anticipate sending a draft of the Master
Agreement for TransCanada Gas Services Inc. late today or early tomorrow.

Also as you may recall, with regards to the guaranties, I have left Section
4.5 in the draft however, the exhibits noted are not attached to this
document.

I look forward to working with you in completing these agreements.

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