Jeff, this Agreement should replace the GISB and any other gas agreement
between the parties.  The collateral language is incorporated into the
document.  Also, with respect to the Collateral Agreement for Duke Energy
Merchants LLC ("DEM"), Duke would like to propose assigning all of the
Enron transactions with DEM into one Enron entity and then using the form
of collateral agreement submitted to ENA (with some tweaking to allow for a
Guaranty from Duke Capital Corporation) to cover the transactions between
the Enron counterparty and DEM.  Duke can present a list of companies which
it has outstanding transactions with if Enron would like.  Please let me
know if you have any questions in this regard.  Thanks - Joe

(See attached file: DETM Master 10-29-01.doc)
 - DETM Master 10-29-01.doc