Dear Carissa:

Further to our conversation, attached is a redline draft of a Master Firm Gas
Purchase/ Sale Agreement between Enron North America Corp. and Aquila Canada
Corp. for your review.

In response to your letter of May 9, 2000, all revisions as agreed have been
incorporated in this draft. With regards to "#5" in your letter, you are
correct, there are reciprocal guarantees in place. Exhibits C and D as
contained herein will be copies of same.

Finally, concerning "# 4" in you letter, Article 14 Force Majeure. Please
note the change to your suggested request. Please do not hesitate to give
me a call with any questions or comments regarding the agreement.

Thanks for your assistance.

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