Exhibit 10.23

                              COAL SUPPLY AGREEMENT



     THIS COAL SUPPLY AGREEMENT  ("Agreement") is entered into effective the 1st
day of  January,  2004  between  Vectren  Fuels,  Inc.,  an Indiana  corporation
("Seller"),   whose  principal  business  address  is  20  N.W.  Fourth  Street,
Evansville,  Indiana 47708,  and Vectren Energy Delivery of Indiana,  Inc. a/k/a
Southern Indiana Gas and Electric Company  ("Buyer"),  whose principal  business
address is 20 N.W. Fourth Street, Evansville, Indiana 47708.

                                WITNESSETH, That:

     WHEREAS,  Buyer desires to secure to the extent of the  quantities  and for
the period  hereinafter  stated,  a supply of bituminous  coal or synfuel of the
quality  hereinafter set forth,  for use in its Warrick Unit 4 generating  plant
("Plant"); and

     WHEREAS,  Seller  represents  that  it is  experienced  in  the  commercial
production and preparation of coal and that it owns, has leased, or controls the
hereinafter  mentioned  reserves of  bituminous  coal which are  assigned to its
Prosperity  Mine located near Hazelton,  Indiana (in Gibson  County)  ("Seller's
Mine" or "Mine"),  with the quality and  characteristics  hereinafter set forth;
and

     WHEREAS,  Seller desires to sell coal or synfuel to Buyer and Buyer desires
to buy coal or synfuel from Seller,  upon the terms and  conditions  hereinafter
set forth.

     NOW THEREFORE,  in consideration of the mutual covenants  contained herein,
Seller  agrees to sell and deliver  coal or synfuel to Buyer and Buyer agrees to
purchase and accept  delivery of coal or synfuel  from  Seller,  pursuant to the
terms and conditions set forth as follows:


                                    ARTICLE I
                         AGREEMENT OF SALE AND PURCHASE

     1.1 Sale and  Purchase;  Source  of Coal.  Seller  agrees to sell and Buyer
agrees to purchase,  the  quantity  and quality of coal or synfuel  (hereinafter
collectively  referred to as "coal")  specified herein, on the terms and subject
to the conditions hereinafter set forth. The source of coal to be supplied under
this  Agreement  shall be the Seller's Mine.  Alternate  Source Coal (as defined
hereinafter) may be supplied by Seller, subject to the provisions of Section 6.5
of this Agreement.

     1.2 Dedication of Reserves.  Seller represents that it owns, or has leased,
and will dedicate and set aside for this Agreement, such quality and quantity of
coal reserves in Seller's Mine, as are required for full performance of Seller's
obligations  hereunder.  Seller  represents  and warrants  that it has the legal
right to mine and sell such coal reserves. Seller will not sell, nor contract to
sell to  others,  coal from said  reserves  in such  quantity  as to  jeopardize
Seller's  ability to deliver the total  quantity of coal Seller is  obligated to
deliver to Buyer under this Agreement.

     1.3 Title and Risk of Loss.  The sale of coal  under this  Agreement  shall
occur,  and  ownership  and risk of loss shall pass from  Seller to Buyer,  upon
delivery of the coal at the Plant.

                                   ARTICLE II
                                      TERM

     2.1 Term. The term of this Agreement shall commence on January 1, 2004, and
shall continue until and including December 31, 2004 (the "Term"). No suspension
of an  obligation  under this  Agreement by reason of Force Majeure shall extend
the Term of this Agreement, except upon mutual agreement of Seller and Buyer.

                                   ARTICLE III
                               QUANTITY AND OPTION

     3.1 Quantity.  Seller shall sell and deliver,  and Buyer shall purchase and
accept  delivery  of,  coal at the Plant in the amount of 25,000  tons per month
during each month of the Term of this Agreement. Buyer may adjust the tonnage to
be  delivered  in any month to any amount  within a range from  22,500 to 27,500
tons with fifteen (15) days' advance notice to Seller.  Unless  otherwise agreed
by Buyer at least  twenty-four (24) hours in advance,  no daily delivery of coal
shall exceed 1,500 tons.

     3.2 Option Quantity.  If Seller is able to produce more than 25,000 tons of
coal per month at Seller's Mine that meets the quality  specifications set forth
on Exhibit A, Buyer shall have the option,  but not the obligation,  to purchase
all, or a portion of,  such  additional  production  at the  pricing,  terms and
conditions set forth in this Agreement.  In order to permit Buyer to effectively
exercise such option,  Seller shall provide  reasonable prior notice of any such
anticipated additional production.

                                   ARTICLE IV
                   PRICE AND ADJUSTMENT; INVOICING AND PAYMENT

     4.1 Price. Effective January 1, 2004, the price of coal shall be $23.20 per
ton plus $5.30 per ton for  transportation  charges  to deliver  the coal to the
Plant.  The  transportation  charges  specified  herein  shall be  adjusted on a
monthly  basis to adjust  for  fluctuations  in the price of  diesel  fuel.  The
adjustments  made by  Seller  shall  be  identical  to the  adjustments  made by
Seller's  contract  carrier under the contract  carrier's Coal Hauling  Contract
with Seller.

     4.2 Invoicing.  Seller shall invoice Buyer semi-monthly.  Invoices, without
backup data,  shall be telecopied to Buyer  promptly  after the last shipment of
the pertinent  semi-monthly  period and promptly thereafter the original invoice
shall  be  mailed  along  with   appropriate   backup  data.   As  used  herein,
"semi-monthly  period" means the first fifteen (15) days of a calendar  month or
the days remaining in a calendar month following the 15th day of the month.

     4.3 Payment.  Buyer shall mail payment  within  fifteen (15) days following
Buyer's receipt of Seller's semi-monthly  invoices. In the event that Buyer does
not mail payment in accordance with the terms of this Agreement, then delinquent
payments  shall bear  interest  at the prime rate of  interest  reported  in the
"Money Rates" section of "The Wall Street Journal" (the "Prime Rate"), as of the
first day of any such delinquency.

     4.4 Errors or  Omissions.  In the event that any  Seller's  invoice  can be
demonstrated by Buyer to contain a material error or omission which  unavoidably
delays  Buyer's  ability to process  payment of such invoice in a timely manner,
Seller shall extend the payment due date for the portion of the invoiced  amount
which is  affected,  by the same  number  of days  (from  the time  Buyer  first
notified  Seller of the error or  omission)  as it takes  Seller to provide  the
corrected or additional data required by Buyer.

     4.5 Disputed Amount.  If Buyer disagrees with the amount of any invoice for
reasonable cause, Buyer shall promptly notify Seller by facsimile  transmission,
followed  promptly by written  confirmation  which shall set forth the basis for
such  disagreement,  so that the dispute may be resolved  before the payment due
date.  If any portion of an invoice is not  reconciled  prior to the payment due
date,  the  undisputed  amount shall be paid when due and the  disputed  portion
shall be held in  abeyance  until the  dispute is  resolved.  Buyer may,  at its
option,  pay the disputed  portion of any invoice  without  thereby  waiving its
right to contest such disputed portion of the invoice.  Upon final resolution of
the dispute,  any  adjustment  due either Buyer or Seller shall bear interest at
the Prime Rate in effect as of the date upon which Buyer notifies  Seller of the
existence of a dispute.

                                    ARTICLE V
                                     QUALITY

     5.1 Quality;  Specifications.  The coal supplied under this Agreement shall
meet the  quality  specifications  set forth on  Exhibit  A on an "as  received"
basis. If Moisture %, Ash % or SO2 lb/mmbtu monthly weighted averages  specified
in Exhibit A are not met for any reason, the Buyer shall impose penalties on the
Seller as  outlined  in Exhibit  B. If the  Seller is able to exceed  these same
monthly  weighted  averages,  the Buyer  shall pay a  premium  to the  Seller as
indicated in Exhibit B. The term "as  received"  for purposes of this  Agreement
shall have that meaning  defined in  specifications  promulgated by the American
Society for Testing and Materials.  The coal supplied under this Agreement shall
be washed,  crushed to two (2) inch maximum top size, and shall be substantially
free of impurities,  such as bone,  slate,  rock,  wood,  tramp metal,  and mine
debris. In the event that the coal supplied  hereunder  contains  non-authorized
components,  Seller shall  indemnify,  defend and hold  harmless  Buyer from and
against any and all claims,  liabilities,  damages, fines, penalties,  costs and
expenses,  including  reasonable attorney fees, that Buyer may incur as a result
of any  non-conforming  coal delivered  hereunder.  Such  indemnification  shall
include,  but shall not be limited to, any costs, fines and penalties associated
with environmental remediation incurred by Buyer.

     Seller  recognizes that Buyer must comply with applicable state and federal
environmental regulations,  including sulfur and particulate standards, and that
Buyer  is  required  to  receive  a  substantially  uniform  coal  quality  on a
day-to-day  basis in order to comply  with such  regulations.  Seller  agrees to
carefully  utilize  proper mining  techniques  and  procedures,  and to properly
maintain  and  operate  the  preparation  plant at the Mine,  so as to  minimize
day-to-day deviations in quality.

     5.2 Weights. The weight of the coal delivered hereunder shall be determined
by Buyer on the basis of certified  scales  maintained  at the Plant.  Empty and
full truckload weights shall be ascertained for each truckload delivery of coal.
Buyer shall furnish to Seller the weight of each shipment of coal to be received
by Buyer within twenty-four (24) hours after delivery to the Plant.

     5.3 Sampling and Analysis. Each daily shipment of coal shall be sampled and
analyzed within  twenty-four (24) hours of delivery to the Plant.  Such analysis
of the coal  designated  for delivery to Buyer shall be  undertaken  as a "quick
analysis" by an independent laboratory acceptable to Buyer. Seller shall furnish
the results of such  analysis by  facsimile  transmission  to the Warrick  Power
Plant at (812) 491-4701, within twenty-four (24) hours of delivery to the Plant.
Such analyses shall govern for the purposes of determining  compliance  with the
quality  specifications  required  under  this  Agreement,  except as  otherwise
provided herein below:

     A.   All  sampling  and analysis  shall meet ASTM  Standards.  Seller shall
          retain  sample  splits at  Seller's  Mine for a period of ninety  (90)
          days. Upon Buyer's request, the retained sample split shall be sent to
          an  independent  laboratory  for  analysis  and  the  results  of such
          analysis  shall  govern as to the  quality of the coal  shipment as to
          which such sample pertains.

     B.   Sampling and analysis shall be performed on not greater than 1,500-ton
          batches.

     C.   If it is  determined  that  samples  have been  obtained  incorrectly,
          Seller and Buyer shall  attempt to  determine  the effect,  if any, on
          quality  determinations  as the same may  apply to the  price for coal
          paid by Buyer with  respect to  samples  previously  used by Buyer and
          Seller in their analyses.  If required, a reasonable  adjustment shall
          be made in amounts  invoiced and payments made to  compensate  for any
          differences in the gross calorific value of coal tested versus that of
          the coal which  should  have been  tested.  If it is  determined  that
          sample analyses are in error,  whether due to improper  preparation of
          samples  to  be  analyzed,  faulty  analytical  equipment,  or  faulty
          laboratory methods, an appropriate adjustment shall be made in amounts
          invoiced  and payments  made to correct for errors in gross  calorific
          values  determined  by the sample  analyses.  However,  no  adjustment
          hereunder  shall be retroactive  for a period in excess of ninety (90)
          days prior to either (i) the date that either  party first  questioned
          in writing the correctness of the sampling  procedures or the accuracy
          of the sample analyses, or (ii) the date that the inaccuracy was first
          determined, whichever was the earlier date.

     D.   Coal not complying  with the quality  specifications  set forth herein
          will not be accepted by Buyer unless authorized prior to shipment.  At
          the  option of the Buyer,  acceptance  of  non-conforming  coal may be
          conditioned  upon  reductions  in price  which shall be agreed upon in
          writing prior to delivery of any such non-conforming coal.

     5.4 Limitation of Seller's Warranties.  Seller agrees to fully meet Buyer's
specifications  for all coal provided pursuant to this Agreement.  Provided that
Seller  strictly  complies with Buyer's  specifications,  then Buyer agrees that
Seller makes no other warranty,  express or implied,  including, but not limited
to, warranties of merchantability or of fitness for a particular purpose.

     5.5 Buyer's Extraordinary Termination Rights. If Buyer is suffering damages
at the Plant from (a) unit derating;  (b) increased  forced outage rates; or (c)
other abnormal operating conditions, due to characteristics of the coal supplied
by Seller,  although the coal  supplied by Seller  hereunder  may be meeting the
quality  specifications set forth in Exhibit A, Buyer shall notify Seller of the
nature of the operating problem, and the specific coal characteristic(s) that is
(are) causing such problem. Buyer and Seller shall promptly undertake good faith
efforts  to   determine  if  there  are   practical   methods  to  eliminate  or
substantially  mitigate any such problem and, with mutual agreement by Buyer and
Seller, shall take appropriate  corrective action. If, after a period of one (1)
month from the date Buyer notifies  Seller of a problem with burning the coal of
the quality being supplied,  the parties have not reached agreement and executed
a document  defining a mutually  acceptable  way to eliminate  or mitigate  such
problem, which agreement and execution shall not be unreasonably withheld, Buyer
shall have the option of terminating  this Agreement by giving written notice to
Seller,  with such termination to be effective one (1) month after the giving of
such notice.


                                   ARTICLE VI
                                    DELIVERY

     6.1 Deliveries. Coal conforming to Buyer's specifications shall be supplied
to Buyer at the Plant. Truck delivery will normally be between the hours of 6:00
A.M. and 6:00 P.M., Monday thru Friday,  except during periods when the Plant is
closed due to scheduled vacations, holidays, or periods of Force Majeure, unless
special restricted or extended hours are mutually agreeable to Buyer and Seller.
Seller shall obtain all applicable  tariffs or transportation  contracts for the
truck movement of coal hereunder.  Buyer shall pay all transportation  costs per
the terms  specified in this  Agreement,  and Seller shall bear all risk of loss
until the coal is delivered to the Plant.

     6.2  Rejection.  Buyer  shall have the right to reject  coal which does not
conform to the specifications set forth in Exhibit A, on a per shipment basis. A
"shipment" is the quantity of coal delivered to Buyer on a given day, upon which
ASTM  sampling and analysis  have been  performed.  A shipment  shall not exceed
1,500 tons,  unless  Buyer shall agree to the delivery of  quantities  in excess
thereof.  Any  shipments  rejected  by Buyer  shall be  returned  to Seller,  at
Seller's  expense,  and shall be credited against Buyer's purchase  requirements
hereunder.

     6.3  Redirection of Deliveries.  Buyer shall have the right to redirect the
delivery of coal purchased under this Agreement to any destination other than to
the  Plant,  so long as Buyer  agrees to  reimburse  Seller  for any  additional
transportation   or  handling  costs  incurred  by  Seller  to  effectuate  such
redirected deliveries.

     6.4  Failure of Seller's  Trucks to  Perform.  In the event that any person
retained  by  Seller to  deliver  coal to the Plant  fails to  provide  adequate
equipment and drivers to deliver coal purchased under this  Agreement,  and such
failure to perform  shall  continue for a period of thirty (30) days,  Buyer may
arrange  for an  alternate  trucker  to  provide  trucking  services  to make-up
shortfall  tonnage caused by Seller's  contracted  trucker's failure to perform.
Seller  shall  reimburse  Buyer for  trucking  costs  incurred  to deliver  such
shortfall  tonnage so long as the cost per ton  incurred by Buyer's  alternative
trucker does not exceed the price paid to Seller's contracted trucker.

     6.5 Alternate  Supply Source.  The source of coal subject to this Agreement
shall be Seller's Mine. Seller, with Buyer's prior written approval, may deliver
to Buyer coal conforming to the  specifications  set forth in Exhibit A, from an
alternate  source  ("Alternate  Source  Coal").  Buyer shall retain the right to
revoke such approval at Buyer's  discretion upon providing Seller with seven (7)
days' prior written notification. The Alternate Source Coal will be delivered to
the Plant at the same  delivered  cost per million BTU as the delivered cost per
million  BTU of coal from  Seller's  Mine,  unless  otherwise  mutually  agreed.
Delivered  cost from the  Alternate  Source Coal shall be computed on the actual
monthly  weighted  average BTU per pound of the coal supplied from the Alternate
Source Coal.

                                   ARTICLE VII
                         MINING FACILITIES AND PRACTICES

     7.1  Seller's  Warranty.  Seller  shall  maintain  at the  Mine,  efficient
machinery,  equipment, and other facilities required to produce, prepare, supply
and deliver the quality and  quantity of coal  contemplated  by this  Agreement.
Seller  further  agrees to operate and maintain  the  machinery,  equipment  and
facilities  at the  Mine in  accordance  with  good  mining  practices  so as to
efficiently  produce,  prepare and deliver the coal.  In addition,  Seller shall
conduct all  operations  at the Mine in compliance  with any and all  applicable
federal,  state and local laws, rules and regulations,  and Seller shall observe
and perform all terms and  provisions  of any contract or  agreement  with third
parties relative to the recovery and sale of coal from the reserves dedicated to
this Agreement.

                                  ARTICLE VIII
                                  FORCE MAJEURE

     8.1. Definition.  The term "Force Majeure",  as used herein, shall mean any
causes beyond the control of the party  affected  thereby,  such as acts of God;
acts of the public enemy; insurrections;  riots; strikes; labor disputes; fires;
explosions;  floods; breakdown of or damage to plants,  equipment, or facilities
through  no fault,  error or  omission  of the party  asserting  Force  Majeure;
accidents of navigation;  interruptions to transportation;  embargoes; orders or
acts of military  or civil  authority  (executive,  judicial,  or  legislative),
including,  but not limited to, any  regulation,  direction,  order,  or request
(whether valid or invalid) made by any  governmental  authority or person acting
therefor,  which is  complied  with in good  faith;  or other  such  causes of a
similar  or  dissimilar  nature  which  wholly or  partly  prevent  the  mining,
delivering, and/or loading of the coal by Seller, or the receiving, transporting
and/or  delivering  of the coal by the  carrier of the coal,  or the  accepting,
utilizing and/or unloading of the coal by Buyer. The doctrine of ejusdem generis
shall not be applied to exclude any event  dissimilar to the enumerated  events,
but which is beyond the control of a party.

     8.2 Excuse of  Performance.  If,  because of Force  Majeure,  either  party
hereto is  reasonably  prevented  from  performing  its  obligations  under this
Agreement,  or Buyer is reasonably  prevented  from  receiving or utilizing that
coal at the Plant, and if such party promptly gives to the other party notice of
the Force  Majeure,  the  obligations  of the party  giving such notice shall be
excused as of the commencement of the Force Majeure event to the extent affected
by the Force  Majeure  and its  continuance,  provided  the effect of such Force
Majeure is eliminated  insofar as possible  with all  reasonable  dispatch.  Any
deficiencies  in  deliveries  of coal  hereunder,  which  are  excused  by Force
Majeure,  shall not be made up except by mutual written  consent of the parties.
Nothing herein shall be construed as requiring  either party to settle any labor
dispute or as requiring Buyer to treat or alter the  characteristics of the coal
or blend the coal with any  other  fuel  including  other  coal,  or to make any
modifications  to the Plant to utilize  such coal,  or to change  Seller's  then
existing arrangements for transportation.

     8.3 Notice.  Notice of a Force  Majeure  event must be confirmed in writing
within fifteen (15) days of the  commencement  of the Force Majeure  event,  and
shall  specify the nature of the event and include a good-faith  estimate of the
period of time for which, and the degree to which, performance will be affected.
During the estimated period of time, the other party may make other arrangements
to sell or purchase the estimated quantity of coal so affected for the estimated
time period.

     8.4 Allocation in Event of Reduced Capability.  If Force Majeure occurs and
results in, or is  projected  to result in, (i) a  reduction  or  limitation  of
Seller's  ability to supply coal from  Seller's  Mine or (ii) the  inability  of
Buyer to accept or utilize coal at the Plant, then in the case of Seller, Seller
shall allocate available supplies of coal from Seller's Mine on a pro-rata basis
among its  customers,  or others as  required  by law,  to the  extent  that its
contracts  with  other  customers  give  Seller  the right to reduce  its supply
obligations  as a result of the  Force  Majeure.  In the case of Buyer,  it will
spread its reduced  ability to accept or utilize coal at the Plant among all its
suppliers to the Plant,  committed at the time the Force Majeure occurred,  on a
pro-rata basis to the extent that its contracts with other  suppliers give Buyer
the right to reduce purchase  obligations as a result of the Force Majeure.  Any
such  allocation  shall be determined on the basis of the number of tons of coal
which  Seller is  obligated  to deliver to its  committed  customers or Buyer is
obligated to receive from its committed  suppliers at the time the Force Majeure
occurred.


                                   ARTICLE IX
               RIGHT TO TERMINATE AGREEMENT; SPECIFIC PERFORMANCE

     9.1 Non-Exclusive Remedy. The rights of one party or the other, or of both,
to terminate this Agreement without liability,  which are specifically stated in
this Article and other parts of this  Agreement,  are not exclusive,  but are in
addition to any other rights  recognized at law or in equity which may accrue to
one party or the other by reason of circumstances  and conditions not dealt with
in these specific provisions.

     9.2 Force  Majeure.  If a Force  Majeure  event  prevents  the  delivery or
purchase  of more than fifty  percent  (50%) of the  minimum  tons of coal to be
supplied or received during a one (1) month period or longer, then the party not
suffering the Force Majeure,  may, on fifteen (15) days written notice terminate
this Agreement;  provided, that if the event of Force Majeure on which the right
of  termination  was  based  is  eliminated  prior  to  the  effective  date  of
termination, the termination right is voided.

     9.3  Change in  Regulations.  In the event that  Buyer  determines  that it
either is or will be at a future  date  unable to burn the coal  supplied  under
this Agreement due to the quality of the coal and legally  imposed  regulations,
Buyer  shall  promptly  notify  Seller in writing.  The parties  agree to make a
good-faith  effort to resolve the problem in a manner to allow Buyer to continue
using  Seller's  coal.  If after  thirty (30) days the parties  have not reached
agreement on a mutually acceptable solution,  then Buyer shall have the right by
written  notice  given as early as possible to terminate  this  Agreement on the
future date after which it cannot legally burn coal from Seller's Mine.  Nothing
herein  shall be construed as  requiring  Buyer to incur any  significant  added
expense  or   significant   capital   investment  to  (i)  treat  or  alter  the
characteristics  of the coal,  (ii) blend the coal with any other fuel including
other coal,  or (iii) make any  modifications  to the Plant to utilize  Seller's
coal.

     9.4 Default.  Subject to the  provisions of Article XX, in the event of the
failure  of  either  party  to  comply  with  any  material  obligation  of this
Agreement,  either party shall have the right to terminate this Agreement at any
time by  giving  to the other  fifteen  (15)  days'  notice  in  writing  of its
intention to so terminate,  specifying  in  reasonable  detail the nature of the
default.  At the  expiration  of said  fifteen  (15)  days,  unless the party in
default shall have cured such  default,  the party not in default shall have the
right at its  election to  terminate  this  Agreement  forthwith.  Such right to
terminate  shall be in addition to any other  remedies at law or equity that the
non-defaulting party may have against the defaulting party.

     9.5 Specific Performance. It is expressly recognized and understood between
the parties that prompt and full  deliveries  by the Seller in  accordance  with
this  Agreement  are  essential to Buyer.  Therefore,  the parties agree that in
addition to, and not in limitation of, any and all other remedies to which Buyer
may be  entitled  by law,  Buyer  shall  have  the  right  to  require  specific
performance of this Agreement by the Seller,  and Buyer shall have the right, if
necessary,  to enter any appropriate  judicial forum and,  without bond or other
security,  to obtain injunctions or other appropriate remedies against Seller to
prevent  deliveries  of any coal by the Seller to any third parties while Seller
is in default of or threatens  default in the delivery of coal in quantities and
of a quality conforming to the specifications provided in this Agreement.


                                    ARTICLE X
                                 INDEMNIFICATION

     10.1 Scope.  The Seller agrees to  indemnify,  defend and hold harmless the
Buyer, its affiliates,  and their agents and employees from any claims, demands,
loss,  cost,  damages,  expense or  liability  of any kind or nature,  including
attorneys' fees,  resulting from the performance of this Agreement or arising in
any manner from any product  supplied  or activity  required by this  Agreement,
unless such claim, demand, loss, cost, damage, or liability arises from the sole
negligence or intentional misconduct of the Buyer.

     10.2 Effect of Release. If the Seller obtains a release from any person for
damages  resulting from the performance of this  Agreement,  it shall not affect
the Buyer's rights nor the Seller's obligations herein.



     10.3 Notice. The Seller agrees to immediately notify the Buyer in the event
any accident,  injury, or damage occurs during the course of performance of this
Agreement,  or in the event that anyone  makes any claim for damages  alleged to
have resulted from the performance or nonperformance of this Agreement,  or from
the negligence of the Seller, its agents, or employees.

                                   ARTICLE XI
                                    RESERVED


                                   ARTICLE XII
                                     NOTICES

     12.1 Notices.  Any official notice,  request for approval or other document
required to be given under this Agreement shall be in writing,  unless otherwise
provided herein,  and shall be deemed to have been sufficiently given (i) on the
date of delivery  in person or  transmitted  by  facsimile  or other  electronic
media,  (ii) one business day after delivery to an established  mail service for
overnight delivery,  or (iii) two (2) business days after dispatch in the United
States mail,  postage  prepaid,  for mailing by certified  mail,  return receipt
requested, and addressed as follows:

If the notice is to Seller:

Randy Beck
Vectren Fuels, Inc.
20 N.W. Fourth Street
Evansville, IN 47708

If the notice is to Buyer:

Vectren Energy Delivery of Indiana, Inc.
Attention:  Ron Jochum
20 N. W. Fourth Street
Evansville, IN   47741

With a copy to:
Ronald E. Christian
Executive Vice President, General Counsel and Secretary
Vectren Corporation
20 N.W. Fourth Street
Evansville, IN  47741

                                  ARTICLE XIII
                              GOVERNING LAW; FORUM

     13.1  Governing  Law.  This  Agreement  and any  questions  concerning  its
validity, construction or performance shall be governed by the laws of the State
of Indiana without  reference to any choice of law provisions.  Any action which
may be  commenced  based  upon  this  Agreement,  shall be  brought  only in the
Vanderburgh Superior Court or Circuit Court, in Evansville,  Vanderburgh County,
Indiana.

                                   ARTICLE XIV
                           RELATIONSHIP OF THE PARTIES

     14.1  Relationship.  The Seller, and any person or entity performing on its
behalf, shall not be an employee of the Buyer, but shall operate as and have the
status  solely as that of a vendor.  The Buyer shall not be required to withhold
or pay FICA tax, unemployment,  workers' compensation, or other insurance or tax
on behalf of the Seller,  its agents or  employees.  The Seller shall not at any
time hold  itself out as an  employee  of the  Buyer.  This  Agreement  does not
create,  nor shall it be deemed  to  create,  as  between  Seller  and Buyer any
relationship other than that of vendor and purchaser.

                                   ARTICLE XV
                                   ASSIGNMENT

     15.1  Assignment.  Either  party may assign this  Agreement  and its rights
hereunder to its parent  company,  or any  affiliate or subsidiary of its parent
company or of itself, and only to such a party, without the consent of the other
party. Otherwise, this Agreement may not be assigned wholly or in part by either
party without the written consent of the other party, which consent shall not be
unreasonably  withheld.  No  assignment  shall  release  the  assignor  from its
financial responsibility hereunder, unless expressly agreed to in writing by the
other party. Subject to the foregoing limitations, all of the provisions of this
Agreement  shall inure to the benefit of and be binding upon the parties hereto,
their successors, and assigns. Nothing stated herein shall be construed to limit
Buyer's  unilateral  right to resell,  transfer,  pledge or assign the  delivery
right to any coal  delivered  under  this  Agreement  after  Buyer  takes  title
thereto.

                                   ARTICLE XVI
                            BUYER'S INSPECTION RIGHTS

     16.1  Inspection.  The Buyer and it duly authorized  representatives  shall
have the right during regular  business hours to make reasonable  inspections of
the Seller's records pertaining to this Agreement,  which shall include Seller's
records  pertaining to the quantity and quality of the coal supplied  hereunder,
along with shipping records relating to said coal. Buyer and its duly authorized
representatives  shall also at all reasonable times have the right and privilege
to inspect the Mine and its facilities.  The Buyer shall provide the Seller with
reasonable notice before exercising any of the foregoing inspection rights.

                                  ARTICLE XVII
                     COMPLETE AGREEMENT AND CONFIDENTIALITY

     17.1 Entire Agreement. This Agreement contains the entire agreement between
the parties hereto,  and no alteration or modification  thereof shall be binding
unless in writing and signed by Buyer and Seller. The titles of the Articles and
Sections in this  Agreement  have been inserted as a matter of  convenience  for
reference  only and shall not control or affect the meaning or  construction  of
the terms and provisions thereof.

     17.2  Confidentiality.  Buyer and Seller agree to use reasonable efforts to
maintain this  Agreement  (including  attachments)  as  confidential  and not to
disclose, without the consent of the other party, the terms of this Agreement to
any third  parties  (other than  consultants,  legal  counsel,  and  accountants
retained by a party)  except in  response  to or to avoid the  issuance of legal
process;  provided that the parties may, without the consent of the other party,
disclose this Agreement, with the request that it be treated as confidential, in
connection  with securing or maintaining  any permits or license,  in connection
with  any  financing  of   securities,   complying   with  reporting  or  filing
requirements with any local,  state, or federal  agencies,  or responding to any
inquiries or requests by any state,  local, or federal  agencies,  Neither party
shall incur any  monetary  damage or liability to the other party for failure of
or breach of the provisions of this Section 17.2.


                                  ARTICLE XVIII
                                    HEADINGS

     18.1 Headings.  The headings of the Articles and Sections of this Agreement
are included  only as reference  and shall not limit or alter the meaning or any
of the terms and conditions of this Agreement.



                                   ARTICLE XIX
                                  SEVERABILITY

     19.1 Severability.  The provisions of this Agreement are severable, and the
invalidity or  unenforceability of any one or more provision shall not affect or
limit the validity of the remaining provisions.  Should any particular provision
be held to be unreasonable or unenforceable for any reason,  then such provision
shall be given effect and enforced to whatever  extent would be  reasonable  and
enforceable under the applicable law.

                                   ARTICLE XX
                         DISPUTE RESOLUTION; TERMINATION

     20.1 Moratorium on Actions. Except as otherwise specifically provided in or
permitted  by  this  Agreement,   all  disputes,   differences  of  opinion,  or
controversies arising in connection with this Agreement shall be resolved first,
by the use in good faith for a period of ten (10) days,  of mutual best  efforts
to arrive at an agreeable resolution.

     IN WITNESS  WHEREOF,  Seller and Buyer have  caused  this  Agreement  to be
signed in their respective  corporate names by their respective proper corporate
officer.


Vectren Fuels, Inc.

By: /s/ Randy L. Beck
    -----------------------------------------
    Randy L. Beck

Its: President
    -----------------------------------------
         (Printed Name and Title)


VECTREN ENERGY DELIVERY OF INDIANA, INC.

By:  /s/ Ronald G. Jochum
     ----------------------------------------
     Ronald G. Jochum

Its: Vice President, Power Supply for SIGECO
    -----------------------------------------
         (Printed Name and Title)


<PAGE>


<TABLE>
<CAPTION>


                                    EXHIBIT A


                           COAL QUALITY SPECIFICATIONS


         The following coal quality specifications must be met with respect to
each shipment of coal prepared for daily shipment during the Term of this
Agreement. All of the following specifications are on an "as received" basis.

                                               Specifications             Monthly                  Shipment
                                                                         Weighted                 Rejection
            COAL CHARACTERISTICS                                          Average                   Limits
---------------------------------------------- ------------------------- -------------------- --------------------
<S>                                                 <C>                  <C>                     <C>
Calorific value, as received                   Min. 10,750 BTU/lb        11,400 BTU/lb          <10,750 BTU/lb
% Moisture, as received                        Max. 15.0%                15.0%                       >15.0%
% Ash, as received                             Max. 10.5%                10%                         >10.5%
SO2 (lb/mmBTU)                                 Max. 4.0 lb SO2/mmbtu     3.85 lb/mmbtu          >4.0 lb SO2/mmbtu
Ash Fusion, softening, H=W red                 Min. 2100 deg, F          2200 deg, F                <2100 deg, F
Hardgrove Grindability Index                   Min. 55                   55                           <55
Slagging Index                                 Max. 2.0                  1.0                          >2.0
Nominal Size                                   Max. 2" x 0"              2" x 0"                      >2" x 0"
Percent passing 1/4 inch screen                Max. 45%                  45%                          >45%
Mineral Analysis of Ash:
           Ferric Oxide, Fe203                 Max. 25%                  18%                         >25%
Coal Seam:                                                               #5
County coal mined in:                          Pike
</TABLE>

The above coal quality  specifications must be met with respect to each shipment
of coal prepared for daily shipment  against this Agreement  with, such shipment
not to exceed 1,500 tons.









<PAGE>


<TABLE>
<CAPTION>


                                    EXHIBIT B

Penalties:


                                                                           Penalty per Unit for Exceedance
                                                                           or any portion thereof (Penalty
      Monthly Weighted Average                Unit of Exceedance                      per MMBTU)
------------------------------------- ----------------------------------- -----------------------------------
<S>                                                   <C>                                <C>
             Moisture %                               1%                                 $.01
               Ash %                                  1%                                 $.01
            SO2 lb/MMBTU                            .1 lb                                $.01



Premiums:

                                                                              Premium per Unit for
                                                                            Overachievance or any portion
      Monthly Weighted Average             Unit of Overachievance           thereof (Premium per MMBTU)
------------------------------------- ----------------------------------- -----------------------------------
             Moisture %                               1%                                $.005
               Ash %                                  1%                                $.005
            SO2 lb/MMBTU                            .1 lb                               $.005

</TABLE>

<TABLE>
<CAPTION>
                   EXAMPLE OF HOW PENALTIES WILL BE CALCULATED


                                                 1 - Moisture            2 - Ash               3 - SO2
----------------------- --------------------- -------------------- --------------------- --------------------
 Hypothetical Monthly
<S>                              <C>                 <C>                  <C>                   <C>
   Weighted Average              A                   15.4%                10.2%                 4.05#
       Monthly
 Weighted Average Per            B                   15.0%                 10%                  3.85#
      Exhibit A
      Exceedance               A - B                  .4%                  .2%                   .2#
# of Exceedance Units
  or Portion Thereof             C                    .4                    .2                    2
     Penalty Per
   Exceedance Units              D                    .01                  .01                   .01
  Penalty Per MMBTU
                               C x D                 .004                  .002                  .02
   Penalty on 3,000
 tons (assumes 11,400                               $273.60              $136.80              $1368.00
     BTUs per lb)







               EXAMPLE OF WHEN & HOW PREMIUMS WILL BE CALCULATED

                                                 1 - Moisture            2 - Ash               3 - SO2

----------------------- --------------------- -------------------- --------------------- --------------------
 Hypothetical Monthly
   Weighted Average              A                   14.6%                 9.8%                 3.65#
   Monthly Weighted
Average Per Exhibit A            B                   15.0%                10.0%                 3.85#
    Overachievance             B - A                  .4%                  .2%                   .2#
 # of Overachievance
   Units or Portion              C                    .4                    .2                    2
       Thereof
     Premium Per
 Overachievance Units            D                   .005                  .005                 .005
  Premium Per MMBTU
                               C x D                 .002                  .001                  .01
Premium on 3,000 tons
 (assumes 11,400 BTUs                               $136.80               $68.40               $684.00
       per lb)


</TABLE>