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                                                                    EXHIBIT 10.5


                      First Amendment to Services Agreement

         This First Amendment to the Services Agreement (this "Amendment") is
made this 1st day of October, 2000, but effective as of December 31, 2000, by
and between Duke Energy Corporation, Duke Energy Business Services LLC, Pan
Service Company and Duke Energy Gas Transmission Corporation (collectively
"Duke"), and Duke Energy Field Services, LLC (the "Company") (each, a "Party",
and collectively, the "Parties").

                                    RECITALS:

         WHEREAS, Duke and the Company are parties to that certain Services
Agreement dated March 14, 2000 (the "Services Agreement") (capitalized terms
used but not defined herein shall have the meaning given thereto in the Services
Agreement); and

         WHEREAS, Duke and the Company desire to amend the Services Agreement as
discussed in this Amendment.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:

1.       The rate sheet found in Exhibit A, Article I of the Services Agreement
         shall be replaced in its entity with the Rate Sheet attached hereto as
         Exhibit A, Article I.

2.       The Services listed in Exhibit A, Article II of the Services Agreement
         shall be replaced in their entirety with the Services attached hereto
         as Exhibit A, Article II.

3.       Section 3.1 of the Services Agreement shall be terminated in its entity
         and replaced with the following new Section 3.1:

         Term. The term of this Agreement shall begin on January 1, 2001 and
         remain in effect until December 31, 2001. If both Duke and the Company
         desire to renew this Agreement for an additional 12-month term to begin
         on January 1 of a particular year, then beginning on August 1 of the
         existing year, the Parties shall renegotiate the terms and conditions
         of this Agreement (including without limitation the Services to be
         provided and their associated expense) which shall be applicable solely
         for the extended 12-month term.

4.       Except as amended hereby, the Services Agreement shall remain in full
         force and effect as previously executed and the Parties ratify the
         Services Agreement as amended hereby.



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         IN WITNESS WHEREOF, each of the undersigned has caused this Amendment
to be duly executed and delivered on the date first set forth above.



DUKE ENERGY CORPORATION                     DUKE ENERGY BUSINESS SERVICES LLC





By:        /s/ SANDRA P. MEYER              By:    /s/ CECIL O. SMITH, JR.
   -------------------------------------       --------------------------------
   Name: Sandra P. Meyer                       Name: Cecil O. Smith, Jr.
   Title: VP & Corporate Controller            Title: SVP & CIO




PAN SERVICE COMPANY                         DUKE ENERGY GAS TRANSMISSION
                                            CORPORATION


By:        /s/ DOROTHY M. ABLES             By:      /s/ DOROTHY M. ABLES
   --------------------------------------      ---------------------------------
   Name: Dorothy M. Ables                      Name: Dorothy M. Ables
   Title: Sr. VP                               Title: Sr. VP & CFO





DUKE ENERGY FIELD SERVICES, LLC


By:        /s/ DAVID D. FREDERICK
   --------------------------------------
   Name: David D. Frederick
   Title: Senior Vice President and Chief
          Financial Officer



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