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