Exhibit 10.22

                              COAL SUPPLY AGREEMENT



     THIS COAL SUPPLY AGREEMENT  ("Agreement") is entered into effective the 1st
day of October, 2003 between Vectren Fuels, Inc., an Indiana corporation,  whose
principal business address is 20 N. W. Fourth Street, Evansville,  Indiana 47708
("Seller"),  and Vectren Energy Delivery of Indiana, Inc. a/k/a Southern Indiana
Gas and Electric  Company,  an Indiana  corporation,  whose  principal  business
address is 20 N.W. Fourth Street, Evansville, Indiana 47708 ("Buyer").

                                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 Buyer's  Warrick  Plant Unit No. 4
("Plant");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 from the Gibson County Mine located near  Princeton,  IN
("Mine").  Alternate  Source  Coal (as defined  hereinafter)  may be supplied by
Seller, subject to the provisions of Section 6.4 of this Agreement.


     1.2 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 coal to the Plant.

                                   ARTICLE II
                                      TERM

     2.1 Term. The term of this Agreement shall commence on October 1, 2003, 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 10,000  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 9,000 to 11,000 tons
per month with thirty ( 30) days' advance written notice to Seller.

     3.2 Additional  Quantity.  Seller,  in its sole discretion,  may offer more
than  11,000 tons of coal per month that meets the  quality  specifications  set
forth on Exhibit A. If  additional  coal is offered by Seller,  Buyer shall have
the  option to  purchase  all,  or a portion  of,  such  additional  coal at the
pricing, terms and conditions set forth in this Agreement.  Seller shall provide
reasonable prior written notice of any such additional coal that Seller may have
available for sale to Buyer. Within three (3) business days from Buyer's receipt
of Seller's notice offering  additional coal, Buyer shall provide written notice
of its acceptance or rejection of any additional coal offered by Seller. Buyer's
failure  to respond  within  three (3)  business  days from  Buyer's  receipt of
Seller's notice shall be deemed a rejection of any additional coal.


                                   ARTICLE IV
                   PRICE AND ADJUSTMENT; INVOICING AND PAYMENT

     4.1 Price.  Effective  October 1, 2003,  the price of coal delivered to the
Plant shall be $1.1477 per million BTU's, plus $4.35 per ton for  transportation
charges.  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
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
averages specified,  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  fails  to  meet  the  quality
requirements specified herein , 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
has incurred as a direct result of Seller's  failure to deliver coal meeting the
quality specifications specified herein. Such indemnification shall include, but
shall not be  limited  to,  any  costs,  fines  and  penalties  associated  with
environmental remediation incurred by Buyer. .

     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 one (1) business day after delivery to the Plant.

     5.3 Sampling and Analysis. Each daily shipment of coal shall be sampled for
the purpose of analysis  prior to delivery to Buyer.  Such  analysis of the coal
shall be undertaken as a "quick  analysis" by a mutually  agreed to  independent
laboratory.  Seller shall furnish the results of such analysis to the Buyer , by
no later than three (3) business  days after the day of delivery.  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,  as they apply for
"quick   analysis".   All  samples   collected  by  Seller  or  its   designated
representative  shall be divided into four sample splits. One sample split shall
be sent to the initial  mutually  agreed to  independent  laboratory for initial
analysis and such analysis shall initially  govern as to the quality of the coal
shipment  as to which such sample  pertains.  The second  sample  split shall be
retained by Seller for its analysis. A third sample split shall be sent to Buyer
for Buyer's analysis.  If either Buyer or Seller, based upon its analysis of its
sample split, disputes the initial analysis,  they may request the fourth sample
split be sent for analysis to a second mutually agreeable independent laboratory
(the "Referee Lab"). If the results of the Referee Lab analysis are outside ASTM
reproducibility  tolerance from the initial  analysis,  the Referee Lab analysis
shall be binding  upon the parties.  Notice of  objection  to analysis  shall be
given  within  fifteen  (15) days of receipt of the initial  reported  analysis.
Otherwise  the  initial  reported  analyses  shall  conclusively  establish  the
characteristics  of the coal. All Referee Lab analytical charges associated with
a disputed  analysis  shall be paid by the party that requested such Referee Lab
analysis.

     B.  Sampling  and  analysis  shall be performed on not greater than 750 ton
batches, unless otherwise mutually agreed.

     C. Coal not complying with the quality specifications set forth herein will
not be accepted by Buyer unless  authorized prior to delivery.  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 the
quality  specifications  required herein for all coal provided  pursuant to this
Agreement.   Provided   that   Seller   strictly   complies   with  the  quality
specifications  required  herein,  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
substantial  damages at its Plant from (a) unit derating;  (b) increased  forced
outage  rates;  or  (c)  other  abnormal  operating  conditions,  solely  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 three (3) months  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 two (2) months 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.  Delivery will normally be between the hours of 7:30 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.
The monthly  quantity of coal,  as  established  pursuant to the  provisions  of
Article  III,  shall  be  delivered  under a  mutually  agreed  to  schedule  in
substantially  equal daily  quantities.  All Buyer's Trucks will be scheduled by
Buyer and  coordinated  with Seller for the shipment of coal in accordance  with
this  Agreement.  Buyer shall obtain all  applicable  tariffs or  transportation
contracts  for the truck  movement of coal  hereunder.  Seller agrees to provide
reasonable assistance as requested by Buyer.

     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 750
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 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 Alternate  Supply Source.  The source of coal subject to this Agreement
shall be from the 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.

                                   ARTICLE VII


     7.1 Reserved.

                                  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 which arise through no
fault, error or omission of the party asserting Force Majeure; and to the extent
covered by this definition,  include,  but are not limited to, acts of God; acts
of the public enemy;  insurrections;  riots;  strikes;  labor  disputes;  fires;
explosions;  floods;  roof falls, roof and floor  intrusions,  geologic pressure
which traps equipment,  underground flooding,  aquifers, build up of methane gas
or any other mining conditions which cause unusual or material dangers or unsafe
working conditions at the Mine; breakdown of or damage to plants,  equipment, or
facilities  ;  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
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.

     8.2 Excuse of  Performance.  If,  because of Force  Majeure,  either  party
hereto is  reasonably  prevented  from  performing  its  obligations  under this
Agreement,  or Seller  is  reasonably  prevented  form  transporting  coal to be
supplied  under this  Agreement  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
change Seller's then existing  arrangements for  transportation.  A reduction in
electrical  demand or a reduction  in coal  supply  demand or a change in market
conditions  shall not  constitute a basis for claiming  force  majeure by either
party.

     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.

                                   ARTICLE IX
                          RIGHT TO TERMINATE AGREEMENT

     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 continuous three (3) month period or longer,  then
the party not  suffering  the Force  Majeure,  may, on ninety (90) 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 Reserved.

     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 thirty (30) days' notice in writing of its intention
to so terminate,  specifying in reasonable detail the nature of the default.  At
the expiration of said thirty (30) 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.

                                    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 negligence or willful  misconduct of Seller
during the performance of this Agreement.

     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.

<PAGE>

                                   ARTICLE XI

     11.1 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 Buyer:

Ron Jochum
Vice President, Energy Generation
Vectren Energy Delivery of Indiana, Inc.
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


If the notice is to Seller:

Randy Beck, President
Vectren Fuels, Inc.
20 N. W. Fourth Street
Evansville, IN   47741


                                  ARTICLE XIII
                                  GOVERNING LAW

     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.


                                   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 or agent of the Buyer.  This  Agreement does
not create,  nor shall it be deemed to create,  as between Seller and Buyer,  or
any affiliate of either party,  any  relationship  other than that of vendor and
purchaser.

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

<PAGE>

                                   ARTICLE XVI
                                INSPECTION RIGHTS

     16.1 Inspection.  Each party and its duly authorized  representatives shall
have the right during regular  business hours to make reasonable  inspections of
the other  party's  records  pertaining to this  Agreement,  which shall include
records  pertaining to the quantity and quality of the coal supplied  hereunder,
along with shipping records relating to said coal. The party requesting an audit
and/or  inspection  shall provide the other party with reasonable  notice before
exercising any of the foregoing audit and/or inspection rights.  Notwithstanding
the forgoing provisions of this Section 16.1, neither party shall have the right
to review the operating costs and/or profits of the other party, unless there is
a claim made by one party to the other party on such basis.

                                  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  affiliates ,  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.

                                  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

     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, Sellerand Buyer have caused this Agreement to be signed
in  their  respective  corporate  names  by their  respective  proper  corporate
officers.

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>





                                    EXHIBIT A

                           COAL QUALITY SPECIFICATIONS


The following coal quality  specifications  ("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.
<TABLE>
<CAPTION>

                                                                               Monthly                    Shipment
                                                                               Weighted                   Rejection
            COAL CHARACTERISTICS                Specifications                 Average                     Limits
---------------------------------------------- --------------------- ----------------------------- -------------------------
<S>                                                 <C>                     <C>                            <C>
Calorific value, as received                   Min. 10750 BTU/lb            11,000 BTU/lb                 <10,750 BTU/lb
% Moisture, as received                        Max. 16.0%                     15.0%                      > 16.0%
% Ash, as received                             Max. 11%                       10.0%                      > 11.0%
SO2 (lb/mmBTU)                                 Max. 3.0 lb                1.60 lb SO2/mmbtu               >3.0 lb SO2/mmbtu
                                               SO2/mmbtu
Ash Fusion, softening, H=W red                 Min. 2100 deg, F               2,350                     < 2100 deg, F
Hardgrove Grindability Index                   Min. 45                           50                     < 45
Slagging Index                                 Max. 2.0                         .20                     > 2.0
Nominal Size                                   Max. 2" x 0"                11/2" x 0"                      > 2" x 0"
Percent passing 1/4 inch screen                Max. 60%                          60%                        > 60%
Mineral Analysis of Ash:                       Max. 25%                          10%                      > 25%
           Ferric Oxide, Fe203
Coal Seam:                                     Springfield #5
County coal mined in:                          Gibson

</TABLE>


The above coal quality  specifications must be met with respect to each shipment
of coal prepared for daily shipment against this Agreement.  Such daily shipment
shall not exceed 750 tons, unless otherwise mutually agreed to by the parties.


<PAGE>
<TABLE>
<CAPTION>

                                    EXHIBIT B

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



Premiums:

                                                                                 Penalty per Unit for
      Monthly Weighted Average              Unit of Overachievance          Overachievance or any portion
                                                                             thereof (Premium per MMBTU)
------------------------------------- ----------------------------------- -----------------------------------
             Moisture %                               1%                                 $.01
               Ash %                                  1%                                 $.01
            SO2 lb/MMBTU                            .1 lb                                $.01

</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%                 1.8#
   Monthly Weighted
Average per Exhibit A            B                   15.0%                10.0%                 1.6#
      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 11,000                               $264.00              $132.00              $1,320.00
     BTUs per lb)


                   EXAMPLE OF HOW PREMIUMS WILL BE CALCULATED



                                                 1 - Moisture            2 - Ash               3 - SO2

----------------------- --------------------- -------------------- --------------------- --------------------
 Hypothetical Monthly
   Weighted Average              A                   14.6%                 9.8%                 1.4#
   Monthly Weighted
Average per Exhibit A            B                   15.0%                10.0%                 1.6#
    Overachievance             B - A                  .4%                  .2%                   .2#
 # of Overachievance
   Units or Portion              C                    .4                    .2                    2
       Thereof
     Premium Per
 Overachievance Units            D                    .01                  .01                   .01
  Premium Per MMBTU
                               C x D                 .004                  .002                  .02
Premium on 3,000 tons
 (assumes 11,000 BTUs                               $264.00              $132.00              $1,320.00
       per lb)


</TABLE>