Exhibit 10.4

             Transcolorado Gas Transmission Company
                      Partnership Agreement

     This Agreement, Effective on the 1st day of July, 1997, is 
entered into between KN TransColorado, Inc. (KN) and Questar 
TransColorado, Inc. (Questar).  This Agreement reflects the withdrawal 
of El Paso TransColorado Company from the TransColorado Partnership in 
the Agreement Concerning Withdrawal from Partnership and Release and 
Indemnification dated June 30, 1997.

1.   Parties.  The following are Parties to this Agreement and each 
shall have a one-half interest in the Partnership.

     1.1  KN TransColorado, Inc., a Colorado corporation with its 
     principal place of business located at P.O. Box 281304, 370 Van 
     Gordon Street, Lakewood, Colorado 80228-8340.

     1.2  Questar TransColorado, Inc., a Utah corporation with its 
     principal place of business located at P.O. Box 45433, 180 East 
     100 South, Salt Lake City, Utah 84145-0433.

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  Construction-Engineering Agreement.  The 
     Construction-Engineering Agreement was entered into between the 
     Partnership and the Construction Project Manager on January 1, 
     1991, and amended February 28, 1995, to manage the design and 
     construction of the Project.

     2.5  Construction Project Manager.  The Construction Project 
     Manager is Questar Pipeline Company (Questar Pipeline) and it has 
     been designated by the Management Committee to perform the duties 
     described in section 5.

     2.6  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). 

     2.7  Defaulting Partner.  A Defaulting Partner is a Partner who 
     is in Default.

     2.8  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.

     2.9  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.
     
     2.10 June 27, Agreement.  The KN TransColorado, Inc. and Questar 
     TransColorado, Inc., Agreement of June 27, 1997, attached as 
     Exhibit A to this Agreement.
     
     2.11 June 30, Agreement.  The Agreement concerning Withdrawal 
     From Partnership and Release and Indemnification of June 30, 
     1997, between KN TransColorado, Inc., Questar TransColorado, Inc. 
     and El Paso TransColorado Company, attached as Exhibit B to this 
     Agreement.                           

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

     2.13 Operating Agreements.  The Operating Agreements are the 
     agreements that will be entered into between the Partnership, 
     Affiliates of the partners or other third parties to operate the 
     Project.

     2.14 Operators.  The Operators are the companies designated by 
     the Management Committee in accordance with section 5.

     2.15 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.

     2.16 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.

     2.17 Partnership.  The Partnership is the entity created by this 
     Agreement.

     2.18 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-half.

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

     2.20 Phase I.  The southern-most 22.5 mile, 24-inch diameter 
     segment of the Project and a 2 1/2 mile, 16-inch diameter residue 
     lateral connecting the Coyote Gas Treating Ltd. Liability Company 
     plant with the TransColorado main line segment and related 
     facilities.  

     2.21 Phase II.  The extension of Phase I of the Project from 
     Coyote Gulch North to an interconnection with Questar Pipeline.  

     2.22 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 a proposed interconnection 
     with the facilities of Questar Pipeline located in northwestern 
     Colorado to proposed interconnections with other interstate or 
     intrastate pipelines located in Colorado and New Mexico.

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

     2.24 Secondary Facilities.  Secondary Facilities are pipelines 
     and attendant facilities that are connected to the Project.

     2.25 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 KN 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.  

     3.5  Term.  The initial term of the Agreement shall commence on 
     its execution and shall terminate 25 years after the in-service 
     date of Phase II.  

     3.6  Regulatory Approvals.  The Partners have and will continue 
     to 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 
          identified.

          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 potential Shippers who would use the additional 
          capacity, the likely receipt and delivery points for the 
          additional gas, the intended 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 up 
     to 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 that member's absence, by the 
     alternate, and the member may delegate to the alternate as many 
     of that member's powers and duties as that member 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 Construction Project Manager for the 
          Project to serve for the time and perform the duties 
          specified in the Construction-Engineering Agreement.  

          4.2.2 Appoint such agents as are necessary to assist the 
          Construction 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 Construction-Engineering 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 Internal Revenue 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, by telephone conference call or 
     by video conference call.  In lieu of a meeting, the members may 
     act upon written consent, by majority vote if there are three or 
     more Partners, except for those items specifically set forth in 
     this Agreement requiring unanimity.  Each Partner shall have one 
     vote equal to its Partner's Percentage at the time of the meeting 
     on behalf of the member.  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.  If the Partnership has two Partners, 
     then all matters are to be decided by a unanimous vote of the 
     Partners.  If the Partnership has three or more Partners, then 
     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 Partners.

          4.5.1 The means of financing the Project.

     
          4.5.2 The form and content of any tariff to be used by the 
          Project.

          4.5.3 Any agreement to purchase, construct, acquire or own 
          any Secondary Facilities or Expansions of the Project.

          4.5.4 Except as provided in sections 12.2.1 and 12.2.2, 
          consent to the transfer of a Partner's interest.

          4.5.5 Except as provided in sections 11, 12 and 13, the 
          decision to add a new Partner to the Partnership.

          4.5.6 Except as otherwise provided in this Agreement, the 
          decision to dissolve the Partnership.

          4.5.7 Any amendment of this Agreement.

     4.6  Officials of the Partnership.  One of the members of the 
     Management Committee shall serve as chairman.  The chairman as of 
     the execution of this Agreement shall be the Management Committee 
     member representing KN with a term ending three years after the 
     in-service date of Phase II.  After KN's term expires, the 
     chairmanship shall be open to election every two years by a 
     majority of the Partners with no prohibition upon a chairman 
     being elected to serve consecutive terms.  If there are only two 
     Partners, the chairmanship shall rotate between Partners if the 
     Partner who is not Chairman at the end of KN's initial term 
     desires the chairmanship.  A chairman may be removed by a 
     unanimous vote if there are two Partners or a majority vote if 
     there are three or more Partners.  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.   Construction Project Manager, Operators and Partnership 
Assignments.

     5.1  Construction Project Manager.  The Partnership has entered 
     into a Construction-Engineering Agreement with the Construction 
     Project Manager, Questar Pipeline, to serve during the 
     preconstruction and construction periods.  The Construction 
     Project Manager shall serve until the completion of the Project, 
     or until it resigns or is removed by the unanimous vote of the 
     Management Committee. 
          
     5.2  Operators.  The Partnership may enter into Operating 
     Agreements with Affiliates of each of the Partners, third parties 
     or directly employ personnel to operate various discrete 
     functions related to the Project. 

     5.3  Partnership Assignments.  Attached as Exhibit C to this 
     Agreement is a current designation of duties related to the 
     construction and operation of Phase II of the Project and other 
     duties as related to Phase I of the Project not delegated to El 
     Paso in the operating agreement with El Paso for Phase I.

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 in proportion to its Partner's Percentage, 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 in 
     proportion to its Partner's Percentage, 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 Construction 
          Project Manager, during the construction of Phase II, or the 
          designated Operator thereafter, 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 Capital Accounts of the 
          nondefaulting Partner(s) 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 that of the nondefaulting Partner(s), including 
          additional Capital Contributions to its own Capital Account, 
          or in the case of a disproportionate allocation of loss, 
          contributions to increase the Capital Account of the 
          nondefaulting Partner(s), 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 the defaulting Partner's Capital 
          Account.

     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 Partner's Percentage at the time of 
distribution, in such total amounts and at such times as directed by 
the Management Committee.  However, if section 11.1(c) applies, 
distribution of excess cash shall be made to each nondefaulting 
Partner in the proportion that its Partner's Percentage bears to the 
Partner's Percentage of the nondefaulting Partner(s).

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 Construction Project 
     Manager, during construction of Phase II or the designated 
     Operator thereafter, 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 
     Construction Project Manager, during construction of Phase II or 
     the designated Operator thereafter, 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), and other information 
     as may be requested by the Management Committee 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 Management Committee will direct 
     the appropriate entity to 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 D 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.  Miscellaneous Agreements between KN and Questar.  The Partners 
agree upon the following contractual arrangements for ownership of 
Phase I and Phase II of the Project, as are set forth in the June 27 
Agreement and the June 30 Agreement.  These agreements are 
incorporated into this Agreement.  To the extent that there are 
conflicting provisions in the June 27 Agreement, the June 30 Agreement 
and this Agreement, this Agreement shall control.

     10.1 Purchase of El Paso's Phase II Interest.  Notwithstanding 
     anything to the contrary in this Agreement, the June 27 Agreement 
     or the June 30 Agreement, on the in-service date of Phase II of 
     the Project, KN and Questar shall each pay El Paso 50% of the 
     balance of El Paso's then-remaining net book value of Phase II 
     that is currently estimated to be approximately $2,026,000.

     10.2 Purchase by Questar of El Paso's Phase I Interest in 
     TransColorado. Notwithstanding anything to the contrary in this 
     Agreement, the June 27 Agreement or the June 30 Agreement, or any 
     contrary provisions of the TransColorado Project-Phase I 
     Construction, Ownership and Operation Agreement dated April 18, 
     1996, (April 18, 1996, Agreement), on the in-service date of 
     Phase II of the Project, Questar will pay to El Paso 100% of El 
     Paso's then net book value of Phase I and will assume 100% of El 
     Paso's financial obligations in connection with Phase I, 
     currently estimated to total approximately $8,000,000, El Paso 
     and El Paso Energy Corporation have agreed to continue to be 
     responsible for performing their obligations under the Revolving 
     Credit Agreement between TransColorado Gas Transmission Company 
     and Credit Lyonnais dated July 19, 1996, until the obligations 
     are assumed by Questar on the in-service date of Phase II.  KN 
     shall be allocated all net profits from Phase I, paid by cash 
     disbursements, until the in-service date of Phase II.  Upon the 
     in-service date of Phase II, the assets and operations of Phase I 
     will be consolidated with those of Phase II.  Thereafter, net 
     profits from Phase I shall be combined with those from Phase II 
     and allocated in the same manner as is set forth in section 6.2.  

     10.3 Election to sell.  Notwithstanding anything to the contrary 
     in this Agreement, the June 27 Agreement or the June 30 
     Agreement, Questar, beginning 24 months after the in-service date 
     of Phase II of the Project, will have a 12-month period (Purchase 
     Period) in which it may, on its own election, sell to KN its 
     Partnership interest in the Project at an amount equal to 
     Questar's Partnership interest percentage, at that time, of 
     TransColorado's book equity, including net working capital 
     (Questar's Equity).  KN may negotiate with any other Partner to 
     allow it to acquire a portion of Questar's Partnership interest.  
     If no other Partner  negotiates successfully with KN to purchase 
     a portion of Questar's Partnership interest, then KN will be 
     obligated to purchase all of Questar's Partnership interest.  
     Further, if Questar elects to sell its interest in the 
     TransColorado Partnership to KN and any additional Partners 
     during the Purchase Period, KN and any other Partner who 
     negotiates successfully to purchase Questar's interest in the 
     Project will either assume or refinance all TransColorado 
     Partnership debt within the 90-day time frame established to 
     purchase Questar's Equity as is set forth in subsection 10.4 of 
     this Agreement and will be solely liable and obligated for any 
     TransColorado Partnership debt assumed or refinanced.  

     10.4 Notice and Payment.  Notwithstanding anything to the 
     contrary in this Agreement, the June 27 Agreement or the June 30 
     Agreement, Questar may give written notice to the other Partners 
     to this Agreement beginning 90 days prior to the Purchase Period 
     up until the final day of the Purchase Period of Questar's 
     election to sell its interest in TransColorado to KN and any 
     other Partner who has negotiated successfully to purchase a 
     portion of Questar's Partnership interest with KN.  Upon 
     receiving written notice from Questar that it elects to sell its 
     Partnership interest in TransColorado, KN and any other Partner 
     who has negotiated successfully with KN to acquire a portion of 
     Questar's Partnership interest (Purchasing Partners), shall 
     purchase Questar's Partnership interest in TransColorado and pay 
     to Questar, within 90 days by wire transfer to a bank account 
     designated by Questar, the value of Questar's Equity in the 
     Project. 

     10.5 Permanent Release of Capacity by Questar.  If Questar elects 
     to exercise its option to sell its Partnership interest to KN 
     and/or the Purchasing Partners pursuant to this Agreement, 
     Questar or any affiliate, subsidiary or parent holding firm 
     transportation capacity (Questar Capacity Holder) on the Project 
     that was acquired to fulfill the terms and conditions of the 
     November 13, 1997, agreement between TransColorado Gas 
     Transmission Company and Enron Pipeline Company, attached as 
     Exhibit E to this Agreement, the Questar Capacity Holder may then 
     reduce that firm transportation contract demand on TransColorado 
     by an amount equal to the firm transportation capacity held by it 
     that is not at that time under capacity release contract to other 
     shippers without any further liability to TransColorado for any 
     reservation charges, reservation surcharges, or any other charges 
     associated with the capacity returned to TransColorado.  
     Thereafter as each capacity release contract is terminated, the 
     Questar Capacity Holder may further reduce its firm 
     transportation contract demand by the amount of the expiring 
     capacity release contracts without any further liability to 
     TransColorado for any reservation charges, reservation 
     surcharges, or any other charges associated with the capacity 
     returned to TransColorado.

     10.6 Indemnification upon election.  Notwithstanding anything to 
     the contrary in this Agreement, the June 27 Agreement or the June 
     30 Agreement, if during the Purchase Period Questar elects to 
     sell its Partnership interest in the Project to the Purchasing 
     Partners, then the Purchasing Partners will defend, indemnify and 
     hold Questar, Questar Pipeline and their respective officers, 
     directors, employees, agents, parent companies, Affiliates and 
     subsidiaries, harmless against all claims, damages (including 
     consequential damages), judgments, causes of action, legal 
     liability, attorneys' fees, accountants' fees and court costs and 
     all costs of debt, including, but not limited to, interest and 
     principal arising out of, in connection with, or in any way 
     related to the Project, whether fixed, occurring or coming due, 
     before or after Questar's notice to Purchasing Partners to sell 
     its Partnership interest to Purchasing Partners during the 
     Purchase Period, except for those claims, damages, judgments, 
     causes of action, legal liability, attorneys' fees, accountants' 
     fees, court costs and costs of debt, that are due to the gross 
     negligence, recklessness or intentional misconduct of Questar, 
     Questar Pipeline and their respective officers, directors, 
     employees, agents, parent companies, Affiliates and subsidiaries.  
     Further, this indemnification survives this Agreement and shall 
     exist until the end of the applicable statute of limitations 
     period.  

     10.7 Indemnification for Past Acts of KN and Questar.  KN and 
     Questar agree to indemnify each other for past acts as follows:  

          10.7.1  Notwithstanding anything to the contrary in this 
          Agreement, the June 27 Agreement or the June 30 Agreement, 
          KN will defend, indemnify and hold TransColorado, Questar 
          and Questar Pipeline and their respective officers, 
          directors, employees, agents, parent companies, Affiliates 
          and subsidiaries, harmless against all claims, damages 
          (including consequential damages), judgments, causes of 
          action, legal liability, attorneys' fees, accountants' fees 
          and court costs to any Person arising out of or in 
          connection with any work performed by KN and its 
          contractors, agents or Affiliates, prior to the date of this 
          Agreement, and for any obligations incurred by KN and its 
          contractors, agents and Affiliates, prior to the date of 
          this Agreement, on the Project that have not been authorized 
          by the Management Committee and have not been specifically 
          ratified or assumed by Questar.  Further, this 
          indemnification survives this Agreement and shall exist 
          until the end of the applicable statute of limitations 
          period.  

          10.7.2  Notwithstanding anything to the contrary in this 
          Agreement, the June 27 Agreement or the June 30 Agreement, 
          Questar will defend, indemnify and hold TransColorado and KN 
          and their respective officers, directors, employees, agents, 
          parent companies, Affiliates and subsidiaries, harmless 
          against all claims, damages (including consequential 
          damages), judgments, causes of action, legal liability, 
          attorneys' fees, accountants' fees and court costs to any 
          Person arising out of or in connection with any work 
          performed by Questar and its contractors, agents or 
          Affiliates, prior to the date of this Agreement, and for any 
          obligations incurred by Questar and its contractors, agents 
          and Affiliates, prior to the date of this Agreement, on the 
          Project that have not been authorized by the Management 
          Committee and have not been specifically ratified or assumed 
          by KN.  Further, this indemnification survives this 
          Agreement and shall exist until the end of the applicable 
          statute of limitations period.  

11.  Default.

     11.1 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 member(s) 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 14.3.2.  
     A Defaulting Partner shall be liable to the Partnership and the 
     other Partner(s) for all losses, damages and expenses sustained 
     or incurred by the Partnership or the Partner(s) as a result of 
     the Default.

     11.2 Action by Management Committee.  In the event of Default, 
     the member(s) of the Management Committee representing the 
     nondefaulting Partner(s) shall promptly vote on a course of 
     action to be taken, which may include requiring (all of) the 
     nondefaulting Partner(s) to make Capital Contributions or lend 
     funds to the Partnership proportionate to each then-existing 
     Partner' Percentage in a total amount equal to the amount of the 
     Default.

     11.3   Sale of Defaulting Partner's Interest.  If any Default 
     continues for more than 60 consecutive days, the nondefaulting 
     Partner(s) shall have the right to purchase equal percentages of 
     the Defaulting Partner's Partnership interest.  If the 
     nondefaulting Partner(s) elect(s) not to purchase equal 
     percentages of such Partnership interest, upon unanimous approval 
     of the nondefaulting Partner(s), 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 Partner(s) 
     cannot reach unanimous agreement on the sale of the Defaulting 
     Partner's Partnership interest in unequal percentages to the 
     nondefaulting Partner(s) 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.

     11.4 Price for Nondefaulting Partners.  The price payable by the 
     nondefaulting Partner(s) for the Defaulting Partner's Partnership 
     interest shall be the lesser of: (a) the fair market value of the 
     Partnership interest, as determined by an independent third-party 
     valuation, 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 more of the nondefaulting Partner(s) shall 
     be paid to the Partnership and applied first in an amount equal 
     to any losses, damages or expenses, including attorneys' 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 
     attorneys' fees, incurred by such Partner as a result of the 
     Default.  Any remaining proceeds shall be paid to the Defaulting 
     Partner.

     11.5 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 an independent third-party 
     valuation.  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 attorneys' fees, sustained or incurred by the 
     Partnership as a result of the Default; (b) to any nondefaulting 
     Partner to the extent of any losses, damages or expenses, 
     including attorneys' 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 total of the Partner's Percentage of all the nondefaulting 
     Partner(s).

     11.6 Additional Remedies.  Nothing in section 11 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 11, or from pursuing any other remedies that may be 
     available in law or equity.  The nondefaulting Partner(s) may 
     place a lien on the future cash distributions to a Partner who 
     was in Default to recover their losses, damages and expenses.

     11.7 Continuation of Partnership.  If a Defaulting Partner's 
     interest in the Partnership is assigned to a third Person or 
     purchased by the nondefaulting Partner(s), the Partnership shall 
     not be dissolved and shall continue to carry out the business of 
     the Partnership.  If the nondefaulting Partner(s) purchase(s) 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.

     11.8 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 
     11.  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 Partner(s) was 
     (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 attorneys' 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 attorneys' 
     fees, sustained or incurred by the Partner as a result of the 
     Default, excluding any amounts described in (a) and (b). 

     11.9 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.

12.  Sale, Transfer or Pledge of Partnership Interest.  Except with 
the unanimous consent of the Management Committee, or as permitted by 
section 12.2 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.

     12.1 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 Partner(s), and 
     subject to the following provisions.

          12.1.1 If a Partner wishes to sell some or all of its 
          interest in the Partnership, it shall notify the other 
          Partner(s) to allow it (them) to purchase the selling 
          Partner's interest.  If more than one Partner desires to 
          purchase a selling Partner's interest, then such sale shall 
          be on a pro rata basis based on the Partner's Percentage of 
          the acquiring Partners.  If no Partner(s) express(es) 
          interest within 30 days to purchase the selling Partner's 
          interest, the selling Partner shall submit to the Management 
          Committee a notice of intent to sell containing a list of 
          proposed buyers unaffiliated with any Partner(s).  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 13.  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.

          12.1.2 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 Partner(s) a right of first refusal to 
          purchase the interest on the same terms and conditions.  The 
          remaining Partner(s) shall have 30 days from the date each 
          Partner receives the offer to exercise their right of first 
          refusal.  

          12.1.3 If the remaining Partner(s) elects 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 Partner(s).

     12.2 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:

          12.2.1The 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 transfer 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.

          12.2.2 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.
 
     12.3 Effect of Permitted Transfers or Withdrawals.  No 
     assignment, pledge or other transfer or withdrawal pursuant to 
     section 13 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 12.2.1.

     12.4 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 Partner may 
     have against the Partner making the prohibited transfer.

13.  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 Partner(s).  If any 
Partner gives notice of withdrawal from the Partnership, the following 
provisions shall apply.

     13.1 Purchase by Partners.  The remaining Partner(s) shall decide 
     whether to purchase the interest of a withdrawing Partner.  
     Unless the remaining Partner(s) unanimously agree(s) otherwise, 
     each remaining Partner shall purchase equal percentages of the 
     Partnership interest at the price provided for in section 13.4.  
     If the remaining Partner(s) unanimously agree(s) to purchase 
     unequal percentages of the withdrawing Partner's Partnership 
     interest, the new interest(s) shall be reflected by appropriate 
     adjustments to the Capital Account(s), Partner's Percentage and 
     voting rights on the Management Committee of each remaining 
     Partner(s).

     13.2 Sale to Third Party.  If the remaining Partner(s) does (do) 
     not purchase the Partnership interest, by unanimous vote the 
     remaining Partner(s) 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 13.4.

     13.3 Need to Agree.  If the remaining Partner(s) of the 
     Management Committee does (do) not unanimously agree either to 
     purchase the withdrawing Partner's Partnership interest or to 
     permit its assignment, the Partnership shall be dissolved.

     13.4 Price of Partnership Interest.  Unless otherwise agreed, the 
     price to be paid to any withdrawing Partner by the remaining 
     Partner as consideration for the transfer of its interest in the 
     Partnership shall be the amount contained in the withdrawing 
     Partner's Capital Account.

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

     14.1 Voluntary Dissolution.

          14.1.1 After the initial term of the Agreement, any Partner 
          may elect to dissolve the Partnership and terminate this 
          Agreement by giving the other Partner(s) written notice of 
          such election not less than 1 year prior to the date the 
          termination is to take place.

          14.1.2 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.

          14.1.3 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.

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

          14.2.1 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);

          14.2.2 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;

          14.2.3 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;

          14.2.4 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;

          14.2.5 The sale or abandonment of all or substantially all of 
          the Partnership's business and assets;

          14.2.6 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

          14.2.7 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.

     14.3 Winding Up and Liquidation.  If the Partnership is dissolved 
     pursuant to the provisions of section 14, 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:

          14.3.1 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 14.3.1, that Partner shall be 
          required to contribute sufficient cash to the Partnership to 
          eliminate the deficit.

          14.3.2 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 
          14.3.1.

          14.3.3 No termination or dissolution shall deprive any 
          Partner not in Default of any remedy otherwise available to 
          it.

     14.4 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 14 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.

15.  Limitation of Liabilities and Litigation.

     15.1 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.

     5.2  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.

     15.3 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.

16.  Representations and Warranties of the Partners.  Each Partner 
represents, warrants and agrees that:

     16.1 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.

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

     16.3 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

     16.4 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.

17.  Miscellaneous Provisions.

     17.1 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.


     KN TransColorado, Inc.    Questar TransColorado, Inc.
     P.O. Box 281304           P.O. Box 45433
     370 Van Gordon Street     180 East 100 South 
     Lakewood, CO 80228-8340   Salt Lake City, UT 84145-0433
     Attn: Vice President      Attn: Vice President and General 
                               Manager
     Telephone: (303) 989-1740 Telephone: (801) 324-2551
     Fax: (303) 989-0368       Fax: (801) 324-2678


     17.2 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 decisions, orders and 
     regulations of governmental authorities having jurisdiction shall 
     control.

     17.3 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.

     17.4 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 12.2, if any Partner 
     is added to the Partnership for any reason, this Agreement will 
     be amended to add the Partner as a Party.

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

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


     17.7 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.

     17.8 Attorneys' 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 
     attorneys' fees in the litigation.

     17.9 Entire Agreement and Termination of Prior Agreements.  This 
     Agreement, amended and restated July 1, 1997, constitutes the 
     agreement between the Partners concerning its subject matter and 
     supersedes any prior understanding or written or oral agreements 
     concerning the subject matter, with the exception of the June 30 
     Agreement.  This Agreement incorporates within all provisions of 
     the June 27 Agreement.  The Project Agreement dated March 19, 
     1990, and the letters of intent dated August 18, 1989, and 
     February 9, 1990, among the Partners were terminated as of the 
     effective date of the amended and restated September 25, 1995, 
     Partnership Agreement.

     17.10 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.

                         KN Transcolorado, Inc.


                         By: ______________________________________
                               H. Rickey Wells, Vice President

                        Questar TransColorado, Inc.  


                         By: ______________________________________
                               D. N. Rose, President and
                               Chief Executive Officer
                         
Date: _____________ 1997



                      Partnership Agreement

                             between

                     KN TransColorado, Inc.,
                                
                               and

                   Questar TransColorado, Inc.



                    As Amended and Restated 


                          JULY 1, 1997
                                

                           EXHIBIT B 

                PARTNERSHIP ASSIGNMENT AND DUTIES


Questar:
Construction Project Manager.
Regulatory Affairs
Accounting
Tax Matters

KN:
Finance
Marketing