Transcolorado Gas Transmission Company
                      Partnership Agreement


     This Agreement, Effective on the 30th day of June, 1990, is entered into
between K N TransColorado, Inc., El Paso TransColorado Company, successor in
interest to Westgas TransColorado, Inc. as of September 25, 1995, and Questar
TransColorado, Inc.

1.   Parties.  The following are parties to this Agreement and each shall
have a one-third interest in the partnership.

     1.1  K N TransColorado, Inc., a Colorado corporation with its principal
     place of business located at 12055 West 2nd Place, Lakewood, Colorado
     80228-1506.

     1.2  El Paso TransColorado Company, a Delaware corporation with its
     principal place of business located at 100 North Stanton, El Paso, Texas
     79901.

     1.3  Questar TransColorado, Inc., a Utah corporation with its principal
     place of business located at 79 South State Street, Salt Lake City, Utah
     84111.

2.   Definitions.  The terms defined in this section shall have the meanings
set out below for purposes of the Agreement.

     2.1  Affiliate.  An affiliate is any person which, directly or
     indirectly through one or more intermediaries, controls or is controlled
     by or is under common control with another person.

     2.2  Capital Account.  A capital account consists of the capital
     contributions and profits credited to the account of a partner, less the
     distributions and losses debited to the account, in accordance with
     section 6.  The capital accounts are maintained for purposes of
     reflecting the economic arrangement among the partners and making
     allocations.  The capital accounts of the partners shall not be, nor
     have the same meaning as, the "capital account" of the partnership under
     Section 12 of the Natural Gas Act.

     2.3  Capital Contribution.  A capital contribution consists of the
     capital contributed to the partnership by a partner.

     2.4  Default.  A default is a failure by a partner to make one or more
     capital contributions required under section 6 on the date specified for
     payment by the management committee under section 6.5.2(iii). 

     2.5  Defaulting Partner.  A defaulting partner is a partner who is in
     default.

     2.6  Expansion.  An expansion is any pipeline, including appurtenances
     such as compression facilities, which increases the capacity of the
     project that is owned by the partnership.

     2.7  FERC.  The FERC refers to the Federal Energy Regulatory Commission
     or any federal commission, agency or other governmental body succeeding
     to the powers of the Federal Energy Regulatory Commission.

     2.8  Initial Line.  The initial line is the proposed main trunk
     pipeline proposed for the project, consisting of approximately 315 miles
     of 22 and 24 inch pipe commencing at Questar Pipeline Company's system
     in Rio Blanco County, Colorado and running south to Blanco, New Mexico
     and including two compressor stations.

     2.9  Management Committee.  The management committee is the committee
     provided for in section 4.

     2.10 Operating Agreements.  The operating agreements are the agreements
     that will be entered into between the partnership and affiliates of the
     partners to operate the project.

     2.11 Operators.  The operators are the companies designated by the
     management committee in accordance with section 5.

     2.12 Out-of-Pocket Costs.  Out-of-pocket costs are costs paid by a
     partner or its affiliate to any third party for the benefit of the
     project, but do not include affiliate employee expenses for travel,
     lodging and incidental items.

     2.13 Partner.  A partner is a company listed in Section 1 or any person
     who acquires a partnership interest in accordance with the terms of this
     Agreement.

     2.14 Partnership.  The partnership is the entity created by this
     Agreement.

     2.15 Partner's Percentage.  A partner's percentage is the percentage
     that is determined by dividing a partner's capital account by the sum
     total of all partners' capital accounts.  Initially, each partner's
     percentage shall be one-third.

     2.16 Person.  A person is an individual, corporation, voluntary
     association, joint stock company, business trust, partnership,
     proprietorship or other legal entity, however constituted. 

     2.17 Project.  The project is the TransColorado Gas Transmission
     System, an interstate natural gas transportation pipeline and related
     facilities to be designed, constructed and operated by the partnership
     and extending from its proposed interconnection with the facilities of
     Questar Pipeline Company located in northwestern Colorado to proposed
     interconnections with other interstate or intrastate pipelines located
     in Colorado and New Mexico.

     2.18 Project Agreement.  The project agreement is the agreement between
     Rocky Mountain Natural Gas Company, Western Gas Supply Company, and
     Questar Pipeline Company dated March 19, 1990, that preceded this
     Agreement.

     2.19 Project Manager.  The project manager is the person designated by
     the management committee to perform the duties described in section 5.

     2.20 Project Management Agreement.  The project management agreement is
     the agreement to be entered into between the partnership and the project
     manager to manage the design and construction of the project.

     2.21 Secondary Facilities.  Secondary facilities are pipelines and
     attendant facilities that are connected to the project.

     2.22 Shipper.  A shipper is any person who has signed a letter of
     intent, a precedent agreement or a similar agreement to obtain
     transportation service on the project.

3.   Formation, Term and Purpose.  The parties form the partnership described
below for the indicated purposes.

     3.1  Formation.  By this Agreement the parties create a general
     partnership under the Uniform Partnership Law as in force pursuant to
     C.R.S. Sections 7-60-101 et seq.

     3.2  Name.  The name of the partnership is the TransColorado Gas
     Transmission Company.

     3.3  Partnership Office.  The principal office of the partnership shall
     be at the offices of K N TransColorado, Inc. or such other place as the
     management committee may determine.  The management committee may also
     determine the location for other offices of the partnership.

     3.4  Purpose.  The partnership shall design, construct, own and operate
     the project.  Prior to receiving initial regulatory authorization to
     construct the project, however, the partnership shall only conduct such
     business as is necessary to seek regulatory approvals and acquire
     interests in land and shall not acquire any assets other than interests
     in land or incur any liabilities or engage in any other acts except as
     determined by the management committee.

     3.5  Term.  The initial term of the Agreement shall be 25 years from
     the date of this Agreement and thereafter from year to year unless
     terminated in accordance with Section 13.

     3.6  Regulatory Approvals.  The partners will cooperate in seeking
     authority to construct and operate the project under the FERC's optional
     certificate procedures or any successor or alternate authority that is
     determined to be appropriate by the management committee.  The partners
     will cooperate in seeking any additional authorizations, rulings,
     permits and approvals from other governmental authorities having
     jurisdiction that may be required to construct or to own and operate the
     project.

     3.7  Secondary Facilities.  The right of the partners or the
     partnership to acquire, construct, own or operate secondary facilities
     interconnecting with the project shall be governed by this section.

          3.7.1  Any partner or its affiliate shall have the right to
          purchase, construct or acquire and may own any secondary facility,
          which will not be considered to be part of the project and will
          not be credited to the capital account of the partner.

          3.7.2  If any partner or its affiliate would like the partnership
          to purchase, construct, acquire or own any secondary facility, the
          partner may submit a written request to the partnership.  The
          partner shall notify each member of the management committee of
          the proposed location of the line, facility or extension, its
          estimated cost, appropriate engineering data, flow diagrams and
          maps and the proposed completion date.  If any FERC application is
          required, any additional information needed for the filing should
          also be provided.

          3.7.3  Within 30 days after the information described in section
          3.7.2 has been provided to the management committee, it shall
          either unanimously approve the proposal or advise the partner
          requesting approval that it does not approve the proposal.  If the
          proposal is approved, the partners agree to have applications
          prepared for any necessary regulatory authorizations or other
          approvals and to contribute to the partnership the appropriate
          portion of the cost of the proposed line, facility or extension.

     3.8  Expansion of the Project.  The rights and obligations of the
     partners to expand the project shall be governed by the provisions of
     this section.

          3.8.1  Any partner that requests the partnership to construct an
          expansion shall notify the management committee of the amount of
          additional transportation requested, the proposed shippers who
          would use the additional capacity, the likely receipt and delivery
          points for the additional gas, the proposed completion date for
          the expansion and such other information as is requested by the
          management committee.

          3.8.2  As soon as possible after receiving the proposal the
          management committee shall cause the preparation of cost estimates
          of the expansion and shall send them to the partners together with
          appropriate engineering data, flow diagrams and maps describing
          the expansion and such other information as is reasonably
          necessary to evaluate the proposal.

          3.8.3  Within 60 days after the information described in section
          3.8.2 has been sent to each partner, the management committee
          shall either unanimously approve the expansion proposed as set
          forth or as modified by the management committee or inform the
          partner making the proposal that it will not accept the proposal. 
          If the management committee accepts the proposal, it shall direct
          that any necessary applications for regulatory approvals be
          prepared and shall direct the partners to contribute to the
          partnership the appropriate portion of the cost of the expansion
          or shall arrange for such other financing as the management
          committee unanimously approves.

4.   Management Committee.  The business of the partnership shall be managed
by the management committee, which shall have exclusive authority and full
discretion to manage the affairs of the partnership.  Unless otherwise
expressly provided for in this Agreement, no partner shall have the authority
to act for or to assume any obligation or responsibility on behalf of the
partnership without the prior approval of the management committee.  The
management committee shall not have authority to take any action inconsistent
with the terms of this Agreement, as it may be amended from time to time.

     4.1  Management Committee Members.  Each of the partners shall appoint
     in writing one member of the management committee and two alternates,
     either of whom may serve in the absence of the member.  Any action that
     a member may perform under this Agreement may be performed, in his
     absence, by the alternates, and the member may delegate to the
     alternates as many of his powers and duties as he determines to be
     appropriate.  The member and alternates shall be officers of the partner
     that appointed them or of an affiliate of the partner.  Members and
     alternates shall serve until replaced by the partner that appointed
     them.

     4.2  Powers of the Management Committee.  Without limiting the general
     powers of the management committee described in this section, the
     management committee is specifically empowered to do the following:

          4.2.1     Designate a project manager for the project to serve for the
          time and perform the duties specified in the project management
          agreement.

          4.2.2     Appoint such agents as are necessary to assist the project
          manager or the operators.  Appoint such technical and other
          committees and individuals as necessary and direct them to
          undertake all activities needed for the planning, construction,
          and operation of the project.

          4.2.3     Determine what FERC or other regulatory approvals or
          certificates are required to construct and operate the project and
          direct the preparation and filing of any needed applications.

          4.2.4     Except as otherwise provided in this Agreement or as
          delegated in the project management agreement or the operating
          agreements, authorize all agreements needed for the project,
          including but not limited to agreements with consultants and third
          parties to undertake activities or studies for the benefit of the
          project, financing arrangements, and commitments for
          transportation services for shippers.

          4.2.5     Determine all policy or other matters for the project.  

          4.2.6     Adopt partnership rules and amendments concerning the
          conduct of the affairs of the partnership and the management
          committee, including procedures for determining the rates to be
          charged when the applicable FERC tariff allows discretion in
          setting rates.  Adopt rules for such other matters as the
          management committee determines to be appropriate that are not
          inconsistent with this Agreement.

          4.2.7     Have prepared and adopt, amend or reject capital and
          operating budgets. 

          4.2.8     Initiate litigation or arbitration, approve termination of
          litigation, arbitration or settlement of disputes involving claims
          against the partnership; approve all attorneys or agents
          representing the partnership in such matters.

          4.2.9     Adopt an insurance and indemnity program covering the
          interest and obligations of the partnership, and, as appropriate,
          the partners.

          4.2.10    Approve all tax policy matters regarding the
          partnership, including, but not limited to elections relating to
          federal income taxes required to be made by the partnership under
          Code Section 703(b), state income tax, preparation and filing of
          partnership returns, the handling of and participation in tax
          audits conducted by any government entity, and designation of a
          tax matters partner.

          4.2.11    Appoint audit committees for the partnership with such
          powers and duties as are specified by the management committee. 
          The audit committees shall report to the management committee.

          4.2.12    Have developed accounting and payment procedures
          mutually acceptable to the management committee and the operators.

     4.3  Management Committee Meetings.  Meetings of the management
     committee may be held in person or by a telephone conference call during
     which each member may hear at the same time.  In lieu of a meeting, the
     members may act upon unanimous written consent.  Each partner shall have
     one vote equal to its partner's percentage at the time of the meeting. 
     Minutes of each meeting shall be kept and shall be approved by each
     member or alternate acting at the meeting.  Action by unanimous consent
     shall be placed in writing and signed by the members.  A quorum shall
     consist of the members or their alternates representing all
     nondefaulting partners.

     4.4  Effect of Management Committee Decisions.  Any action taken by the
     partnership at the direction of the management committee shall be
     binding on the partnership and on each partner, whether approved by the
     regular members of the management committee or their alternates. 

     4.5  Voting Requirements.  Unless otherwise provided in the Agreement,
     matters shall be decided by a vote of the members representing not less
     than a majority of the partners' percentages in the partnership.  The
     following matters, however, shall require the unanimous approval of all
     of the partners.

          4.5.1     The means of financing the project or any expansions of the
          project.

          4.5.2     Selection of project route and design.

          4.5.3     The filing of an application for certificates or other
          regulatory approvals for the initial line.

          4.5.4     To proceed with the acquisition of right of way for the
          initial line.

          4.5.5     Acceptance of certificates authorizing the initial line that
          have been granted by the FERC or other regulatory authority.

          4.5.6     After receipt and acceptance of all necessary prior
          regulatory approvals and authorizations, the decision to begin
          construction of the project.

          4.5.7     The form and content of any tariff to be used by the
          project.

          4.5.8     Any agreement to purchase, construct, acquire or own any
          secondary facilities or expansions of the project.

          4.5.9     Except as provided in sections 11.2.1 and 11.2.2, consent to
          the transfer of a partner's interest.

          4.5.10    Except as provided in sections 10, 11 and 12, the
          decision to add a new partner to the partnership.

          4.5.11    Except as otherwise provided in this Agreement, the
          decision to dissolve the partnership.

          4.5.12    Any amendment of this Agreement.

     4.6  Officials of the Partnership.  One of the members of the
     management committee shall serve as chairman.  A chairman shall serve
     for a term of three years unless he resigns or is removed.  The first
     chairman shall be the management committee member representing K N
     TransColorado, Inc.  Subsequent chairman shall be selected by a majority
     vote of the partners, and a chairman may be removed by a majority vote
     of the partners.  A chairman may succeed himself for one or more
     subsequent terms.  If the chairman's position changes to a member
     representing a different partner, then the operating agreements will be
     reexamined to determine if responsibilities should be reassigned to
     other partners or their affiliates.  If the partners agree by majority
     vote, the operating agreements will be appropriately amended.  The
     chairman shall have the power and responsibility for the general
     supervision of the business and property of the partnership in
     accordance with this Agreement and shall perform other administrative
     duties commonly incident to this responsibility.  The chairman or his
     alternate shall chair meetings of the management committee.  The
     management committee shall have the power to appoint officials or agents
     for the partnership to perform such duties as the management committee
     may direct.

     4.7  Removal of Officials.  Each partner may remove an official that it
     previously appointed at any time and shall have the right to fill
     vacancies occurring in the positions occupied by its appointees.  The
     management committee may remove an official previously appointed by the
     management committee at any time and shall fill vacancies occurring in
     the positions occupied by its appointees.

     4.8. Indemnification.  The partnership shall indemnify and hold
     harmless the partners, the members of the management committee and those
     officials and agents appointed in writing by the management committee
     against all actions, claims, demands, costs and liabilities arising out
     of the acts or failures to act of any of the members or officials in
     good faith within the scope of their authority in the course of the
     partnership's business.  These persons shall not be liable for any
     obligations, liabilities or commitments incurred by or on behalf of the
     partnership as a result of any such acts or failure to act.

5.   Project Manager and Operators.

     5.1  Project Manager.  The partnership shall enter into a project
     management agreement with a project manager to serve during the
     preconstruction and construction periods.  The project manager shall
     serve until it resigns or is removed by a majority vote of the
     management committee. 
          
     5.2  Operators.  The partnership shall enter into operating agreements
     with affiliates of each of the partners to operate the project.

6.   Capital Accounts and Capital Contributions.

     6.1  Capital Accounts.  The capital account of a partner consists of
     the total capital contributions made by the partner in accordance with
     sections 6.3 and 6.4, plus all profits of the partnership and less all
     distributions and all losses of the partnership allocated to such
     account.  Capital contributions shall be made in money or property
     acceptable to the management committee, other than a note or other
     obligation of a partner.  Profits and losses shall be determined in
     accordance with the accounting rules and regulations, if any, prescribed
     by the regulatory body or bodies under the jurisdiction of which the
     partnership is then operating, and to the extent of matters not covered
     by such rules or regulations, generally accepted accounting principles
     prevailing for companies engaged in a business similar to the
     partnership. 

     6.2  Allocation of Profits and Losses.  At the end of each calendar
     month, each of the partners shall share in all net profits and net
     losses of the partnership for that month (determined in accordance with
     section 6.1) in proportion to its partner's percentage as of the
     beginning of the month for which profits and losses are being allocated,
     and the amount allocated to each partner shall be debited or credited,
     as the case may be, to the capital account of the partner, as provided
     in section 6.1.  Except as provided below, all items of income, gain,
     loss (including depreciation recapture), deduction or credit for federal
     income tax purposes for each month shall be allocated in accordance with
     the foregoing allocation of net profits and net losses and are not
     subject to any special allocation.  However, income, gain, loss and
     deduction for federal income tax purposes that is attributable to any
     property contributed to the partnership by a partner shall be allocated
     to the partners in the manner provided under Internal Revenue Code Section
     704(c) and any regulations issued under that section.  

     6.3  Preconstruction and Construction Capital Contributions.  Each
     partner agrees to contribute to the capital of the partnership one-third
     of the amount necessary to meet the cash requirements of the partnership
     prior to and during the construction of the project.  These requirements
     include, but are not limited to, the costs of preparing and filing an
     application for FERC approval, preparing necessary environmental impact
     studies, obtaining interests in land and performing preliminary
     marketing activities.  The capital contributions required by this
     section 6.3 shall be made in the amount and at the time specified by the
     management committee. 

     6.4  Post Construction Capital Contributions.  Each partner agrees to
     contribute to the capital of the partnership one-third of the amount
     determined to be necessary by the management committee for the operation
     and maintenance of the project and the purchase or construction of any
     secondary facilities or expansions of the project approved by the
     management committee.

     6.5  Payment of Capital Contributions.  

          6.5.1.    The management committee shall cause the project
          manager or the appropriate operator to prepare and deliver to each
          partner budgets, cash flow projections and other financial
          forecasts with respect to the partnership as may be reasonably
          requested by any partner.  The management committee shall cause to
          be issued a written request for payment of each capital
          contribution to be made in accordance with sections 6.3 and 6.4,
          at such times and in such amounts as the management committee
          directs.  All amounts received by the partnership from a partner
          on or before the date specified in section 6.5.2(iii) shall be
          credited to such partner's capital account as of the specified
          date and all amounts received from a partner after the date
          specified in section 6.5.2(iii) shall be credited to such
          partner's capital account as of the date of its receipt.

          6.5.2     Each written request for payment issued pursuant to section
          6.5.1 shall state: (i) the amount of the capital contribution
          requested from each partner; (ii) the purposes for which the
          capital contributions are to be applied, in such reasonable detail
          as the management committee shall direct; and (iii) the date on
          which the payments shall be made and the method of payment.

          6.5.3     Each partner will make payment of its capital contributions
          in accordance with the requests issued under section 6.5.1.  If a
          capital contribution is made 10 or more days after the date
          specified for payment by the management committee under section
          6.5.2(iii), interest on the delinquent amount shall accrue daily
          from the date payment should have been made until the date payment
          is received by the partnership.  Interest shall be calculated on a
          daily basis using 365 days for a year at 2% plus the base rate on
          corporate loans at large U. S. money center commercial banks
          (prime rate) as quoted in The Wall Street Journal under "Money
          Rates" for each relevant day.  A partner's payment of interest
          shall not be used to increase its capital account.  Any interest
          paid by the defaulting partner shall be allocated as income to the
          nondefaulting partners' capital accounts and distributed
          immediately.  In addition, if a payment is 10 or more days late,
          and there has been a reduction in the allocations made under
          section 6.2 to the defaulting partner, that partner must make any
          necessary payments to bring its capital account into balance with
          those of the nondefaulting partners, including additional capital
          contributions to its own capital account, or in the case of a
          disproportionate allocation of loss, contributions to increase the
          capital accounts of the nondefaulting partners, whichever is
          appropriate.  If a payment is less than 10 days late and there has
          been a reduction in the allocations made to the defaulting partner
          under section 6.2, such reduction shall be reversed through an
          accounting adjustment to all of the partners' capital accounts.

     6.6  Unsolicited Contributions.  No partner shall make any capital
     contributions to the partnership except as requested by the management
     committee pursuant to section 6.5.

7.   Distributions of Excess Cash.  The management committee will determine
the cash requirements of the partnership at least semiannually.  Distributions
of any amount in excess of the cash requirements shall be made only to all
partners simultaneously in proportion to their respective partners'
percentages at the time of distribution, in such total amounts and at such
times as directed by the management committee.  However, if section 10.1(c)
applies, distribution of excess cash shall be made to each nondefaulting
partner in the proportion that its partner's percentage bears to the partners'
percentages of all nondefaulting partners.

8.   Records, Accounting and Taxation.

     8.1  Fiscal Year.  The fiscal year of the partnership shall begin on
     January 1 and end on the following December 31.

     8.2  Location of Records.  The books of account and other records for
     the partnership shall be kept and maintained at the principal office of
     the partnership or at such other location as the management committee
     directs.  Any partner wishing to make copies of any such records of the
     partnership may do so at the expense of the partner.

     8.3  Books of Account.  The books of account for the partnership shall
     be maintained on an accrual basis in accordance with the accounting
     rules and regulations, if any, prescribed by the regulatory body under
     the jurisdiction of which the partnership is operating, and, to the
     extent of matters not covered by such rules or regulations, generally
     accepted accounting principles prevailing for companies engaged in a
     business similar to that of the partnership.  The books of account shall
     be audited by certified public accountants selected by the management
     committee following the end of each fiscal year at the expense of the
     partnership and, if reasonably required by any partner, at the end of
     the partner's fiscal year at the expense of the partner.

     8.4  Annual Financial Statements and Tax Returns.  Within 60 days
     following the end of the fiscal year, the project manager or appropriate
     operator shall prepare and deliver to each partner (with footnote
     disclosure) an income statement, a statement of cash flows for the
     fiscal year, a statement of financial position and a statement of
     changes in each partner's capital account as of the end of the fiscal
     year, together with an auditor's opinion by the certified public
     accountants.  Within 120 days following the end of the fiscal year, the
     tax matters partner shall cause to be prepared the federal, state and
     local income tax returns and other accounting and tax information and
     schedules as shall be necessary for the preparation by each partner of
     its income tax returns for the fiscal year.  The tax matters partner
     shall also cause to be prepared and timely filed the federal and any
     state and local income tax returns of the partnership. 

     8.5  Interim Financial Statements.  As soon as practicable after the
     end of each calendar month in each fiscal year, the project manager or
     appropriate operator shall prepare and deliver to each partner, together
     with an appropriate certificate of the person preparing the document, an
     income statement, a statement of cash flows, a statement of financial
     position, a tax schedule and a statement of changes in each partner's
     capital account for the month (including sufficient information to
     permit the partners to calculate their tax accruals), for the portion of
     the fiscal year then ended and for the 12 month period then ended.

     8.6. Taxation of Partnership.  The partners intend that the partnership
     shall be treated as a partnership for federal, state and local income
     tax purposes.  The partners will take all action, including amending
     this Agreement and executing other documents, needed to qualify for and
     receive this tax treatment.

     8.7  Government Reports.  The project manager or appropriate operator
     shall prepare and file all reports prescribed by the FERC and any other
     regulatory or governmental agency having jurisdiction.

     8.8  Inspection of Facilities and Audit by Partners.  Each partner
     shall have the right at reasonable times during regular business hours
     to inspect the facilities of the partnership and to audit and make
     copies of the books of account and other records of the partnership,
     including partnership minutes, resolutions and contracts.  This right
     may be exercised through any agent or employee of the partner designated
     in writing by it or by an independent public accountant or attorney so
     designated.  Each partner shall bear all expenses incurred in any
     inspection or audit made at the partner's request.

     8.9  Deposit and Withdrawal of Funds.  Funds of the partnership shall
     be deposited in the financial institutions designated by the management
     committee.  All individuals authorized as signatories for the
     partnership shall be designated by the management committee.  All
     withdrawals of funds shall be made only by checks, wire transfer, debit
     memorandum or other written instrument.  

     8.10 Record Retention.  All records that are required by this Agreement
     or other agreements of the partnership shall be retained by the
     partnership for the longer of the period of time required by the FERC or
     any other federal or state agency having jurisdiction or by state law
     or, the period during which any state or federal tax audit may occur, or
     as determined by the management committee, but in no event for less than
     three years.

     8.11 Section 754 Election.  At the direction of the management
     committee, the tax matters partner shall file an election with the
     Internal Revenue Service under Section 754 of the Internal Revenue Code
     in the manner prescribed in regulations issued under Section 754.  The
     election shall provide that the basis of partnership property shall be
     adjusted in the case of a distribution of property, in the manner
     provided in Code Section 734, and, in the case of a transfer of a
     partnership interest, in the manner provided in Code Section 743.

     8.12 Tax Matters Partner.  The management committee shall designate a
     tax matters partner within the meaning of Internal Revenue Code Section
     6231(a)(7) in the manner required by regulations issued under that
     Section. 

9.   Reimbursement of Costs.  Certain costs incurred by the partners or their
affiliates shall be reimbursed by the partnership as provided in this section.

     9.1  Out-of-Pocket Costs.  Out-of-pocket costs have been or will be
     incurred by the partners or their affiliates.  After the execution of
     this Agreement, but not more often than monthly, the partners shall
     present a detailed accounting of these costs to the partnership for
     reimbursement.  If approved by the management committee, the partnership
     shall reimburse the appropriate partner or affiliate for out-of-pocket
     costs.

     9.2  In-house Costs.  One or more of the partners or their affiliates
     may have accrued or may accrue in-house costs, as specified in Exhibit A
     to this Agreement, to help with the formation of the partnership and the
     design or construction of the project.  Each partner that has
     accumulated in-house costs shall present a detailed accounting of them
     to the partnership for payment as of each April 1 and October 1.  If
     approved by the management committee, the partnership shall reimburse
     the appropriate partner or affiliate for the amount of its accrued
     in-house costs.

10.  Default.

     10.1 Consequences of Default.  For as long as a partner is in default,
     (a) the representative of the defaulting partner on the management
     committee shall not have any vote as a member of the management
     committee and action by the management committee shall require the
     unanimous vote of the remaining members during the period of default;
     (b) the defaulting partner shall continue to be liable to make capital
     contributions to the partnership in accordance with section 6; and (c)
     no distributions shall be made to the defaulting partner, except as
     provided in section 13.3.2.  A defaulting partner shall be liable to the
     partnership and the other partners for all losses, damages and expenses
     sustained or incurred by the partnership or the partners as a result of
     the default.

     10.2 Action by Management Committee.  In the event of default, the
     members of the management committee representing the nondefaulting
     partners shall promptly vote on a course of action to be taken, which
     may include requiring all of the nondefaulting partners to make capital
     contributions or lend funds to the partnership proportionate to their
     then-existing partners' percentages in a total amount equal to the
     amount of the default.

     10.3 Sale of Defaulting Partner's Interest.  If any default continues
     for more than 60 consecutive days, each of the nondefaulting partners
     shall have the right to purchase equal percentages of the defaulting
     partner's partnership interest.  If any of the nondefaulting partners
     elects not to purchase equal percentages of such partnership interest,
     upon unanimous approval of the nondefaulting partners, they may purchase
     unequal percentages of the defaulting partner's partnership interest,
     including a purchase of the entire partnership interest by a single
     partner, or they may sell all or part of the partnership interest to a
     third party.  If the nondefaulting partners cannot reach unanimous
     agreement on the sale of the defaulting partner's partnership interest
     in unequal percentages to the nondefaulting partners or to a third
     party, the partnership shall be dissolved.  Any sale or assignment of
     the defaulting partner's partnership interest may be made without the
     consent or other agreement of the defaulting partner.

     10.4 Price for Nondefaulting Partners.  The price payable by one or
     both of the nondefaulting partners for the defaulting partner's
     partnership interest shall be the lesser of: (a) the fair market value
     of the partnership interest, as determined by the management committee,
     or (b) the amount reflected in the defaulting partner's capital account
     at the time of the sale.  The proceeds from a sale to one or both of the
     nondefaulting partners shall be paid to the partnership and applied
     first in an amount equal to any losses, damages or expenses, including
     attorney's fees, sustained by the partnership as a result of the
     default.  The proceeds shall next be applied to any nondefaulting
     partner in an amount equal to the losses, damages or expenses, including
     attorney's fees, incurred by such partner as a result of the default. 
     Any remaining proceeds shall be paid to the defaulting partner.

     10.5 Price for Third Party.  The management committee may sell a
     defaulting partner's partnership interest to a third party at a
     reasonable price, as determined by the management committee.  The
     proceeds from the sale of the defaulting partner's partnership interest
     shall be paid to the partnership, which shall act as an escrow agent in
     disbursing such proceeds.  The proceeds shall be disbursed in the
     following order: (a) to the partnership to the extent of any losses,
     damages or expenses, including attorney's fees, sustained or incurred by
     the partnership as a result of the default; (b) to any partner to the
     extent of any losses, damages or expenses, including attorney's fees,
     sustained or incurred by the partner as a result of the default; (c) to
     the partnership up to the amount of the arrears in the defaulting
     partner's capital account; and (d) to the defaulting partner up to the
     balance in that partner's capital account to liquidate its interest in
     the partnership.  Any proceeds used to satisfy the arrears in the
     defaulting partner's capital account shall be treated as a capital
     contribution by the new partner and credited to its capital account. If
     any proceeds remain after making the payments described in (a) through
     (d), the excess proceeds shall be distributed to each nondefaulting
     partner, excluding the new partner, in the proportion that its partner's
     percentage bears to the partners' percentages of all such nondefaulting
     partners.

     10.6 Additional Remedies.  Nothing in section 10 shall prevent the
     partnership or any partner from recovering from a defaulting partner the
     amount of any losses, damages or expenses incurred or sustained as a
     result of such default and not recovered pursuant to section 10, or from
     pursuing any other remedies that may be available in law or equity.  The
     nondefaulting partners may place a lien on the future cash distributions
     to a partner who was in default to recover their losses, damages and
     expenses.

     10.7 Continuation of Partnership.  If a defaulting partner's interest
     in the partnership is assigned to a third person or purchased by one or
     both of the nondefaulting partners, the partnership shall not be
     dissolved and shall continue to carry out the business of the
     partnership.  If one or both of the nondefaulting partners purchases the
     interest of a defaulting partner, the obligation to make capital
     contributions pursuant to section 6, the capital accounts, the partners'
     percentages, and voting rights on the management committee shall be
     appropriately adjusted to reflect the reduction in the number of
     partners.

     10.8 Cure of Default.  A defaulting partner shall have a right to cure
     one or more defaults at any time prior to the time its interest in the
     partnership is sold as provided in this section 10.  A defaulting
     partner can cure a default by doing all of the following: (a) paying to
     the partnership the amount of the capital contributions it failed to
     make.  These capital contributions shall be paid in the manner specified
     by the management committee and shall be credited to the defaulting
     partner's capital account.  If the nondefaulting partners were required
     to make additional capital contributions due to a default, the
     partnership shall make cash distributions to them in the amount of such
     additional capital contributions; (b) making all payments required under
     section 6.5.3; (c) paying to the partnership the amount of any losses,
     damages or expenses, including attorney's fees, sustained or incurred by
     the partnership as a result of the default, excluding any amounts
     described in (a) and (b); and (d) paying to any partner the amount of
     any losses, damages or expenses, including attorney's fees, sustained or
     incurred by the partner as a result of the default, excluding any
     amounts described in (a) and (b). 

     10.9 Status of Partner in Default as Partner.  A defaulting partner
     that has not been required to transfer its interest shall continue to be
     a partner.

11.  Sale, Transfer or Pledge of Partnership Interest.  Except with the
unanimous consent of the management committee, or as permitted by section 11.2
of this Agreement, no partner may (or allow any of its affiliates to) sell,
assign, pledge, hypothecate or otherwise transfer in any manner all or any
part of its right, title or interest in the partnership or in this Agreement.

     11.1 Sale of Partnership Interest.  A partner may sell some or all of
     its interest in the partnership to an unaffiliated party only with the
     unanimous consent of the remaining partners and subject to the following
     provisions.

          11.1.1    If a partner wishes to sell some or all of its
          interest in the partnership, it shall submit to the management
          committee a notice of intent to sell containing a list of proposed
          buyers unaffiliated with any partner.  The management committee
          must unanimously agree on the acceptability of the buyers before
          the selling partner may negotiate on price and terms with those
          parties that are approved.  The selling partner shall provide such
          information as the management committee reasonably requests about
          the prospective buyers.  If the management committee cannot
          unanimously approve one or more of the proposed buyers, the
          selling partner may withdraw from the partnership, as provided in
          section 12.  The management committee shall notify the selling
          partner of the acceptable prospective buyers, if any, within 30
          days of receiving the notice of intent to sell.

          11.1.2    If the selling partner is able to reach agreement on
          the terms and conditions for sale of all or part of its interest
          to an approved proposed buyer, it must then give the remaining
          partners a right of first refusal to purchase the interest on the
          same terms and conditions.  The remaining partners shall have 30
          days from the date they receive the offer to exercise their right
          of first refusal.  Unless the remaining partners unanimously agree
          otherwise, they must purchase the selling partner's partnership
          interest in equal percentages.

          11.1.3    If the remaining partners elect not to purchase the
          selling partner's interest, the sale to the approved buyer must be
          on the same terms and conditions as those offered to the remaining
          partners.

     11.2 Permitted Transfers by a Partner.  Provided that a transfer does
     not result in a termination of the partnership for federal income tax
     purposes, nothing in this Agreement shall prevent:

          11.2.1    The transfer by any partner of its entire right, title
          and interest in the partnership and in this Agreement to an
          affiliate of the partner if the affiliate assumes by express
          agreement with the partnership, in a way satisfactory to the
          management committee, all of the obligations of the transferor
          under this Agreement and if the transfer does not relieve the
          transferor of its obligations under the Agreement without the
          approval of the management committee, which approval shall not be
          unreasonably withheld.  Upon approval, the affiliate shall be
          substituted as a partner.

          11.2.2    An assignment, pledge or other transfer creating a
          lien or security interest in all or any portion of a partner's
          right, title or interest in the profits and surplus of the
          partnership or in any indebtedness of the partnership under any
          mortgage, indenture or deed of trust created by such partner;
          provided that the assignee, pledgee, mortgagee or trustee shall
          hold the same subject to the terms of this Agreement.
      
     11.3 Effect of Permitted Transfers or Withdrawals.  No assignment,
     pledge or other transfer or withdrawal pursuant to section 12 shall give
     rise to a right in the transferring or withdrawing partner to dissolve
     the partnership.  An assignment, pledge or other transfer shall not give
     rise to a right in any transferee to become a partner in the partnership
     unless agreed to by unanimous vote of the management committee, except
     that affiliates will be substituted as partners, as provided in section
     11.2.1.

     11.4 Effect of Prohibited Transfers.  Any transfer of an interest in
     the partnership by a partner in violation of the terms of this Agreement
     shall not cause a dissolution of the partnership, but shall result in
     the forfeiture of the partner's right to participate in the management
     of the partnership.  This section does not limit any right the
     partnership or the other partners may have against the partner making
     the prohibited transfer.

12.  Withdrawal of a Partner.  A nondefaulting partner shall have the right
to request withdrawal from the partnership if agreement on an acceptable
course of action cannot be reached at any meeting of the management committee. 
The withdrawing partner shall give 60 days' notice of its intent to withdraw
to the other partners.  If any of the partners gives notice of withdrawal from
the partnership, the following provisions shall apply.

     12.1 Purchase by Partners.  The remaining partners shall decide whether
     to purchase the interest of a withdrawing partner.  Unless the remaining
     partners unanimously agree otherwise, each remaining partner shall
     purchase equal percentages of the partnership interest at the price
     provided for in section 12.4.  If the remaining partners unanimously
     agree to purchase unequal percentages of the withdrawing partner's
     partnership interests, the new interests shall be reflected by
     appropriate adjustments in the partner's capital accounts and partners'
     percentages and voting rights on the management committee.

     12.2 Sale to Third Party.  If the remaining partners do not purchase
     the partnership interest, by unanimous vote the remaining partners may
     permit or direct the withdrawing partner to assign its partnership
     interest to a third person who will become a partner in the partnership. 
     However, the withdrawing partner shall have no obligation to assign its
     partnership interest to a third party for less than the price specified
     in section 12.4.

     12.3 Need to Agree.  If the remaining partners of the management
     committee do not unanimously agree either to purchase the withdrawing
     partner's partnership interest or to permit its assignment, the
     partnership shall be dissolved.

     12.4 Price of Partnership Interest.  Unless otherwise agreed, the price
     to be paid to any withdrawing partner by the remaining partners as
     consideration for the transfer of its interest in the partnership shall
     be the amount contained in the withdrawing partner's capital account.

13.  Dissolution of the Partnership.  Voluntary and involuntary dissolution
of the partnership shall be governed by this section.

     13.1 Voluntary Dissolution.

          13.1.1    After the initial term of the Agreement, any partner
          may elect to dissolve the partnership and terminate this Agreement
          by giving the other partners written notice of such election not
          less than 1 year prior to the date the termination is to take
          place.

          13.1.2    By unanimous vote of the management committee, the
          partners may elect to dissolve the partnership and terminate this
          Agreement at any time during or after its initial term.

          13.1.3    Winding up of the partnership business shall include
          securing any necessary prior approval of the FERC and, upon such
          election of the management committee and receipt of any necessary
          FERC approval, the partnership shall undertake sale or abandonment
          of all or substantially all of the partnership's business and
          assets.

     13.2 Automatic Dissolution.  The partnership shall automatically and
     without notice be dissolved upon the happening of any of the following
     events:

          13.2.1    Ninety days have elapsed since the commencement of any
          proceedings by or against any of the partners for any relief under
          any bankruptcy or insolvency law, or any law relating to the
          relief of debtors, readjustment of indebtedness, reorganization,
          arrangement, composition or extension, and, if such proceedings
          have been commenced against any of the partners, the proceedings
          have not been dismissed, nullified, stayed or otherwise rendered
          ineffective (but then only so long as the stay continues in
          force);

          13.2.2    Ninety days have elapsed since the entry of a decree
          or order of a court having jurisdiction for the appointment of a
          receiver or liquidator or trustee or assignee in bankruptcy or
          insolvency of any of the partners or of a substantial part of a
          partner's property, or for the winding up or liquidation of its
          affairs, when the decree or order remains in force undischarged
          and unstayed for a period of 90 days, or any substantial part of
          the property of any of the partners shall be sequestered or
          attached and is not returned to the possession of the partner or
          released from the attachment within 90 days;

          13.2.3    Any of the partners makes a general assignment for the
          benefit of creditors or admits in writing its inability to pay its
          debts generally as they become due;

          13.2.4    The filing of a certificate of dissolution by any
          partner under the laws of the state of its incorporation or the
          entering of a final order dissolving any partner by any court of
          competent jurisdiction;

          13.2.5    The sale or abandonment of all or substantially all of
          the partnership's business and assets;

          13.2.6    Any event which makes it unlawful for the business of
          the partnership to be carried on or for the partners to carry on
          such business in a partnership; or

          13.2.7    Failure of the management committee to agree to permit
          or require the assignment or purchase of a withdrawing partner's
          interest in the partnership as provided in section 12.3.

     13.3 Winding Up and Liquidation.  If the partnership is dissolved
     pursuant to the provisions of section 13, the management committee shall
     continue to exercise the powers vested in it by this Agreement and
     continue to operate the project in the normal course to the extent
     appropriate for the purpose of winding up the business of the
     partnership and liquidating the assets in an orderly manner. 
     Partnership assets will be treated as follows:

          13.3.1    Unrealized appreciation and depreciation on
          partnership assets that are not sold or otherwise disposed of in
          connection with the winding up and liquidation of the partnership
          shall be allocated to the partners' capital accounts as if such
          assets had been sold for their fair market value on the date the
          partnership is liquidated.  If on the date of liquidation of the
          partnership any partner has a deficit in its capital account after
          reflecting in its capital account (i) the items specified in
          section 6.1 for the period ending on the date of liquidation of
          the partnership, and (ii) the allocations required under the first
          sentence of this section 13.3.1, that partner shall be required to
          contribute sufficient cash to the partnership to eliminate the
          deficit.

          13.3.2    The net assets of the partnership remaining after the
          payment or provision for payment of all of the liabilities of the
          partnership shall be distributed to all of the partners in
          accordance with the positive capital account balances of the
          partners determined after adjustment of the partners' capital
          accounts in accordance with section 13.3.1.

          13.3.3    No termination or dissolution shall deprive any
          partner not in default of any remedy otherwise available to it.

     13.4 Termination Subject to the Natural Gas Act.  The right and power
     to dissolve the partnership shall at all times be subject to the
     obligations and duties of the partnership as a natural gas company under
     the Natural Gas Act or any successor or parallel statutes and the
     jurisdiction of the FERC, and no dissolution under this section 13 shall
     be accomplished unless all applicable provisions of the act and any
     conditions or obligations of any certificates issued by the FERC have
     been complied with or fulfilled.

14.  Limitation of Liabilities and Litigation.

     14.1 Claims against Partners.  If a claim or cause of action is
     prosecuted against a partner for a third-party liability incurred by the
     partnership, the partner against whom the claim or cause of action was
     prosecuted shall have the right to reimbursement of a judgment or
     reasonable settlement of the claim, plus costs and attorney's fees from
     and to the extent of the assets of the partnership.  The management
     committee may advance costs and expenses of litigation to a partner.  A
     partner that has a claim made against it that may result in liability to
     the partnership or to any other partner shall promptly notify the
     partnership and the other partners of the claim and shall provide the
     partnership a reasonable opportunity to participate in any litigation.

     14.2 Claims against the Partnership.  The management committee shall
     give each partner timely notice of all claims or litigation against the
     partnership.  In addition, any partner that is sued as a partner in the
     partnership shall give every other partner and the partnership timely
     notice of the litigation.

     14.3 Contract Restrictions.  Unless approved by the management
     committee, the partnership or its agents or representatives shall not
     enter into any contracts, leases, subleases, notes, deeds of trust or
     other obligations unless the agreements or instruments contain
     appropriate provisions limiting the claims of all parties to or
     beneficiaries of the agreements or instruments to the assets of the
     partnership and expressly waiving any rights of the parties or
     beneficiaries to proceed against the partners individually.

15.  Representations and Warranties of the Partners.  Each partner
represents, warrants and agrees that:

     15.1 It is a corporation duly incorporated and validly existing, that
     it is in good standing under the laws of its jurisdiction of
     incorporation and that it is or will be authorized to do business in
     Colorado and other states, as necessary.

     15.2 It will not voluntarily cause a dissolution or termination of the
     partnership by failure to maintain its corporate existence;

     15.3 The execution, delivery and performance of this Agreement have
     been duly authorized by each partner's board of directors, and this
     Agreement, when executed, will be valid and binding on it; and

     15.4 The execution of this Agreement does not contravene any provision
     of, or constitute a default under, any relevant indenture, mortgage or
     other agreement binding on the partner or any valid order of any court,
     commission or governmental agency to which the partner is subject.

16.  Miscellaneous Provisions.

     16.1 Notices.  Any written notices or other communication may be mailed
     by certified or registered mail, return receipt requested, postage
     prepaid, or sent by overnight delivery service, fax or other electronic
     means to each of the partners at the addresses below or at any other
     address designated by the partner by written notice, and to the
     partnership at its principal office specified in section 3.3 or at any
     other address designated by written notice to each of the partners. 
     Notice shall be deemed given three days following mailing or upon
     receipt if sent by any other means.

K N TransColorado, Inc.
12055 West 2nd Place
Lakewood, CO 80228-1506
Attn: President
Telephone: (303) 989-1740
Fax: (303) 989-0368

El Paso TransColorado Company
P.O. Box 1492
El Paso, TX 79978
Attn:  A. W. Clark, Vice President
Telephone: (915) 541-2600
Fax: (915) 541-2122

Questar TransColorado, Inc.
79 South State Street
Salt Lake City, UT
84111
Attn: President
Telephone: (801) 530-2150
Fax: (801) 530-2570

     16.2 Subject to Applicable Law.  This Agreement and the obligations of
     the partners hereunder are subject to all applicable laws, rules, court
     decisions, orders and regulations of governmental authorities having
     jurisdiction and in the event of conflict, said laws, rules, court
     decision, order and regulations of governmental authorities having
     jurisdiction shall control.

     16.3 Further Assurances.  Each of the partners agrees to execute and
     deliver all such other and additional instruments and documents and to
     do such other acts and things as may be necessary more fully to
     effectuate this Agreement and the partnership created hereby and to
     carry on the business of the partnership in accordance with this
     Agreement.

     16.4 Amendment.  This Agreement may be amended, supplemented or
     restated only in writing and with a written consent of each of the
     partners.  Except as provided in section 11.2, if any partner is added
     to the partnership for any reason, this Agreement will be amended to add
     the partner as a party.

     16.5 Choice of Law.  This Agreement and the partnership shall be
     governed by and interpreted in accordance with the laws of Colorado.

     16.6 Headings.  The headings contained in this Agreement are for
     reference purposes only and shall not affect the meaning or
     interpretation of this Agreement.

     16.7 Waiver.  A waiver by any partner of any provision, condition or
     requirement shall not be deemed to be a waiver or release of any other
     partner from performance of any other provision, condition or
     requirement in this Agreement or release of any future performance of
     the same provision, condition or requirement.

     16.8 Attorney's Fees.  Should there be any litigation between the
     partners concerning any provision of or the rights and duties under this
     Agreement, the party prevailing in such litigation shall be entitled, in
     addition to such other relief as may be granted in such proceeding, to a
     reasonable sum from the nonprevailing partners (but not from the
     partnership) for their attorney's fees in the litigation.

     16.9 Entire Agreement and Termination of Prior Agreements.  This
     Agreement, amended and restated September 25, 1995, constitutes the
     agreement between the partners concerning its subject matter and
     supersedes any prior understanding or written or oral agreements
     concerning the subject matter.  The Project Agreement dated March 19,
     1990, and the letters of intent dated August 18, 1989, and February 9,
     1990, among the partners are terminated as of the effective date of this
     Agreement.

     16.10     Severability.  Any provision of this Agreement prohibited by
     applicable law shall be invalid to the extent of such prohibition unless
     it is determined by unanimous consent of the management committee the
     such prohibition invalidates the purposes or intent of this Agreement.

          This Agreement is effective on the day first set forth above and
     is entered into as of the date set forth below by the authorized
     representatives whose signatures are shown below.

                         K N Transcolorado, Inc.
                           

                         By:   /s/ S. Wesley Hawn
                              S. Wesley Haun, Vice President
                         


                         El Paso TransColorado Company


                         By:   /s/ A. W. Clark
                              A. W. Clark, Vice President



                         Questar TransColorado, Inc.  


                         By:   /s/ A. J. Marushack
                              A. J. Marushack, President and
                                  Chief Executive Officer
                         
Date: September 25, 1995