CONFIDENTIAL TREATMENT REQUESTEDREDACTED VERSION

Exhibit
10.2

|             |        |                      
|------------ | ------ | ---------------------
|             |        |                      
|INERGY,
L.P. | INERGY | INERGY HOLDINGS, L.P.





Physical Sale Agreement





|                                                                                                                   |                                                                                                        
|------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------
|                                                                                                                   |                                                                                                        
|Buyer: Florida
Public Utilities Company
Attn:
Christopher M. Snyder
401 S. Dixie
Highway
West Palm
Beach, FL 33041 | Seller: Inergy
Propane, LLC
Attn: Emily
Thrasher
Two Brush Creek
Blvd., Suite 200
Kansas City, MO
64112



Contract #: 37106 and
37109



Buyer and Seller
hereby agree as follows:



1.

Term:
 The initial term of this agreement is from May 1, 2008 through April 30,
2009.



2.

Product:
HD5 Propane - odorized



3.

During
the Term, Buyer agrees to buy from Seller 100% of its requirements for the
Product and Seller agrees to supply the Product to satisfy such requirements.
Buyer anticipates, but does not represent or warrant, that the annual volume of
Product to be purchased will be approximately [*****] gallons.



4.

Pricing:
It is anticipated that approximately [*****] gallons of Product will be sourced
out of the Alma terminal via the Dixie Pipeline. It is further anticipated that
the remaining balance of Product will be sourced out of the Sea-3 terminal in
Tampa, Florida.



For
all Product delivered to a terminal via the Dixie Pipeline, Buyer will pay
Seller for Product at the rate set forth in Exhibit A.



For
all such Product sourced out of the Sea-3 Terminal in Tampa, Florida, Buyer will
pay Seller for Product at the rate set forth in Exhibit A.



Weather
and other events may dictate Seller needing to bring in Product from locations
other than those specified above. In this event, Buyer and Seller will negotiate
in good faith to determine a means of delivering Product and the price per
gallon for such Product.



5.

Transportation:
Seller (through its affiliate, L & L Transportation, LLC) will handle and
manage all transportation of Product from any pipeline terminal to Buyer's final
delivery locations. Buyer will pay Seller's then current rates for delivery of
Product to Buyer's locations. Seller's current transportation rates are set
forth on Exhibit B. Additionally, Buyer shall pay for all surcharges
(fuel, tolls, etc.)relating to such transportation. Seller's current
fuel surcharge guide is set forth in Exhibit C. The rates set forth on
Exhibit C are current rates only and are subject to change based on
prevailing prices in a particular market.







6.

Payment
Terms: Buyer will make payment by wire transfer or electronic funds transfer for
all Products within ten days of shipment.



7.

Risk
Management Services: Buyer agrees that all risk management services (e.g. fixed
pricing, financials) will be managed by Seller. The Buyer and Seller will
negotiate in good faith to determine pricing for the Risk Management Services as
may be needed by Buyer.



8.

General
Terms and Conditions: Seller's General Terms and Conditions for Product Sale,
Purchase, and Exchange Agreements, is attached hereto as Exhibit D and is
incorporated herein and made a part hereof.





|                                                                                                                            |                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------
|                                                                                                                            |                                                                                                           
|FLORIDA PUBLIC
UTILITIES COMPANY

By:/s/ John
T. English
Name: John T.
English
Title:
President & CEO

Date: April 30,
2008 | INERGY PROPANE,
LLC

By: /s/ Bill
Gautreaux
Name: Bill
Gautreaux
Title: Vice
President

Date: May 01,
2008







Addendum to our
General Terms and Conditions:



Section 7 Delivery
and Title: All Product will be sold on a delivered basis. Delivery of the
Product shall be deemed to occur when the product passes the flange of our truck
into the customer's tank.



Section 15 Supply
Insufficiencies: In the event that Seller is unable to physically supply
Purchaser with propane, Purchaser has the right to seek and buy supply from
another company.





TWO BRUSH CREEK BLVD., SUITE 200  KANSAS CITY, MISSOURI
 64112  PHONE 816-842-8181  FAX 816-531-0746



CONFIDENTIAL TREATMENT REQUESTEDREDACTED VERSION







Exhibit A

Product Cost

Supply Season: May
2008 - April 2009



|                |                     |                    |             
|--------------- | ------------------- | ------------------ | ------------
|                |                     |                    |             
|                |                     | Total Product Cost
|Division        | Tank
Locations      | Summer Terms       | Winter Terms
|South Florida   | West Palm Beach,
FL | MB
+ [*****]       | MB
+ [*****]
|Lantana,
FL     | MB
+ [*****]        | MB
+ [*****]      
|Lauderhill.
FL  | MB
+ [*****]        | MB
+ [*****]      
|Central Florida | DeBary,
FL          | MB
+ [*****]       | MB
+ [*****]
|Orlando,
FL     | MB
+ [*****]        | MB
+ [*****]      
|Inglis,
FL      | MB
+ [*****]        | MB
+ [*****]      







| |  |                                                   | 
| |  | ------------------------------------------------- | 
| |  |                                                   | 
| |  | Total Product Cost with Current Pipeline Tariff
*



|                              |                               |              |             
|----------------------------- | ----------------------------- | ------------ | ------------
|                              |                               |              |             
|Division                      | Tank
Locations                | Summer Terms | Winter Terms
|Northeast
Florida             | Fernandina Beach, FL          | Lesser of    | Lesser of   
|MB+
[*****]                   | MB+
[*****]                  
|Hatties + [*****]             | Hatties + [*****]            
|Inergy Alma posting + [*****] | Inergy Alma
posting + [*****]



|                              |                               |           |          
|----------------------------- | ----------------------------- | --------- | ---------
|                              |                               |           |          
|Northeast
Florida             | Callahan, FL                  | Lesser of | Lesser of
|MB
+ [*****]                  | MB
+ [*****]                 
|Hatties + [*****]             | Hatties + [*****]            
|Inergy Alma posting + [*****] | Inergy Alma
posting + [*****]



|                              |                                   |           |          
|----------------------------- | --------------------------------- | --------- | ---------
|                              |                                   |           |          
|Wholesale                     | Ritz Carlton
Fernandina Beach, FL | Lesser of | Lesser of
|MB
+ [*****]                  | MB
+ [*****]                     
|Hatties + [*****]             | Hatties + [*****]                
|Inergy Alma posting + [*****] | Inergy Alma
posting +[*****]     

*
  Differentials include current Alma terminal pipeline differential of
[*****]/ga11on



Notes:

MB
- Mont Belvieu OPIS LDH any average day of lifting

Hatties·-
Hattiesburg OPIS In-line average day of lifting

Summer
terms·- April thru September

Winter
terms - October thru March

Prices
are subject to any changes to tariff rates, terminating fees, or

any
reclassification or addition of fees

Federal
Perc tax of .005/gallon will be assessed on invoice

Florida
state Perc tax of .001/gallon will be assessed on invoice

Exhibit B

Base Freight
Rates

Supply Season: May
2008 - April 2009

Denomination:
Cents per gallon





|                     |           |         
|-------------------- | --------- | --------
|                     |           |         
|                     | Origin   
|Destination          | Tampa, Fl | Alma, GA
|West Palm Beach,
FL  | [*****]   | [*****] 
|Lantana.
FL          | [*****]   | [*****] 
|Lauderhill,
FL       | [*****]   | [*****] 
|DeBary,
FL           | [*****]   | [*****] 
|Orlando,
FL          | [*****]   | [*****] 
|Inglis,
FL           | [*****]   | [*****] 
|Fernandina
Beach. FL | [*****]   | [*****] 
|Callahan,
FL         | [*****]   | [*****] 



Note: Fuel
surcharge is calculated bypercentage of freight
rate



Exhibit
C

Fuel Surcharge
Guide

Supply Season: May
2008  April 2009

|         |              |                      
|-------- | ------------ | ---------------------
|         |              |                      
|Cost per | Gallon Range | L&L
Surcharge
Percent
|$2.500   | $2.549       | 16.5%                
|$2.550   | $2.599       | 17.0%                
|$2.600   | $2.649       | 17.5%                
|$2.650   | $2.699       | 18.0%                
|$2.700   | $2.749       | 18.5%                
|$2.750   | $2.799       | 19.0%                
|$2.800   | $2.849       | 19.5%                
|$2.850   | $2.899       | 20.0%                
|$2.900   | $2.949       | 20.5%                
|$2.950   | $2.999       | 21.0%                
|$3.000   | $3.049       | 21.5%                
|$3.050   | $3.099       | 22.0%                
|$3.100   | $3.149       | 22.5%                
|$3.150   | $3.199       | 23.0%                
|$3.200   | $3.249       | 23.5%                
|$3.250   | $3.299       | 24.0%                
|53.300   | $3.349       | 24.5%                
|$3.350   | $3.399       | 25.0%                
|$3.400   | $3.449       | 25.5%                
|$3.450   | $3.499       | 26.0%                
|$3.500   | $3.549       | 26.5%                
|$3.550   | $3.599       | 27.0%                
|$3.600   | $3.649       | 27.5%                
|$3.650   | $3.699       | 28.0%                
|53.700   | $3.749       | 28.5%                
|53.750   | $3.799       | 29.0%                
|$3.800   | $3.849       | 29.5%                
|$3.850   | $3.899       | 30.0%                
|$3.900   | $3.949       | 30.5%                
|$3.950   | $3.999       | 31.0%                
|$4.000   | $4.049       | 31.5%                
|$4.050   | $4.099       | 32.0%                
|$4.100   | $4.149       | 32.5%                
|$4.150   | $4.199       | 33.0%                
|$4.200   | $4.249       | 33.5%                
|$4.250   | $4.299       | 34.0%                
|$4.300   | $4.349       | 34.5%                
|S4.350   | $4.399       | 35.0%                
|$4.400   | $4.449       | 35.5%                
|$4.450   | $4.499       | 36.0%                
|$4.500   | $4.549       | 36.5%                
|$4.550   | $4.599       | 37.0%                



Note: This
schedule is used as a guide. (If prevailing prices are higher or lower in a

particular market,
adjustments will be made appropriate to that market



CONFIDENTIAL TREATMENT REQUESTEDREDACTED VERSION

Exhibit
10.2



Exhibit D

INERGY PROPANE,
LLC

GENERAL TERMS AND
CONDITIONS FOR

PRODUCT SALE,
PURCHASE, AND EXCHANGE AGREEMENTS



1.

AGREEMENT
- The parties, Inergy and Counterparty, agree that in the future Inergy shall
sell Products to, purchase Products from, or exchange Products with,
Counterparty, as provided in the Agreement.

2.

DEFINITIONS
- As used herein, the following terms shall be given the following meanings:

"Agreement"
shall mean the contract between Inergy and Counterparty for the sale, purchase
or exchange of Products, which contract may be comprised of one or more of the
following: (i) a sale, purchase, or exchange agreement for the Products, as may
be agreed to by the parties from time to time, (ii) these General Terms and
Conditions, (iii) the exhibits, schedules and other attachments to any document
comprising a part of the Agreement, or that the parties otherwise agree is to be
made a part of the Agreement; and (iv) any and all amendments and modifications
to any document comprising a part of the Agreement that are executed pursuant to
the provisions of these General Terms and Conditions.

"GPA"
shall mean Gas Processors Association

"Counterparty"
shall mean the party to the Agreement, other than Inergy, who is to sell
Products to, purchase Products from, or exchange Products with, Inergy.

"Inergy"
shall mean Inergy Propane, LLC and its successors and assigns.

"Products"
shall mean the products which are the subject of the Agreement.

"Purchaser"
shall mean the party to the Agreement who is to lift and/or take delivery of
Products from the other party.

"Seller"
shall mean the party to the Agreement who is to sell or otherwise provide
Products to the other party.

3.

RECORDED
TELEPHONE CONVERSATIONS - Inergy may monitor and record telephone conversations
between Counterparty and Inergy that are made to or from any of Inergy's
telephone extensions. By Counterparty's execution and delivery of any document
comprising a part of the Agreement (or commencement by Counterparty of its
obligations under the Agreement), (i) Counterparty acknowledges, consents and
agrees, for itself and its employees, agents and representatives, that all such
telephone conversations may be monitored and recorded by Inergy for use in the
conduct of Inergy's business, (ii) Counterparty agrees that it will inform each
of its employees, agents and representatives who may have telephone
conversations with Inergy of the provisions of this Section 3 and obtain their
acknowledgement, consent and agreement to Inergy's monitoring and recording of
their telephone conversations with Inergy, and (iii) Counterparty agrees to
indemnify and hold harmless Inergy from and against any and all losses, costs
and expenses resulting from Counterparty's failure to obtain any such
acknowledgement, consent and agreement from its employees, agents and
representatives. Inergy's monitoring and recording of its telephone
conversations with Counterparty is intended to improve customer service, to
protect Inergy from counterparty risk, and to assist in resolving contract
disputes.

4.

CREDIT
ITERMS OF PAYMENT - If, in the sole judgment of Inergy, the financial
condition of Counterparty deteriorates or is found to be unsatisfactory or if
Counterparty fails to make any payment to Inergy when due, Inergy may require
that Counterparty make all future payments under the Agreement in cash in
advance of delivery or that Counterparty provide security of such nature and
amount as is acceptable to Inergy (including, but not limited to, a letter of
credit issued by a financial institution acceptable to Inergy). If Counterparty
fails to provide such advance cash payment or security as required by Inergy,
Inergy, without giving notice to Counterparty and without waiving any of its
rights, may withhold further deliveries until such time as the required payment
or security is received. Invoices will be prepared by Inergy and transmitted to
Counterparty from time to time during the month in which the Product is lifted
by Counterparty or delivered to Counterparty, as applicable. Original or telex
invoice copies are acceptable as presentation for payment. Payment for all
Product purchases is due as specified in the Product Sale, Purchase, and
Exchange Agreement or in the Product invoice, and is payable in U.S. dollars
from the date of invoice. Invoices not paid by the specified payment due date
are considered delinquent. In situations of delinquency, Inergy may take one or
more of the following actions: (i) charge interest on any delinquent monies due
at the lesser of one and one-half percent (1 1⁄2 %) per month or the highest rate
permitted by Missouri law, (ii) suspend deliveries to Counterparty until Inergy
has received payment in full for all previous deliveries of Product to
Counterparty, (iii) require that Counterparty make advance cash payment for all
future Product shipments or (iv) terminate this Agreement or any Product
delivery contemplated thereunder. Inaddition, Inergy shall be entitled
to recover its reasonable costsof collection, including attorney
fees.

5.

SET-OFF
- In the event a party fails to make a timely (i) delivery of any Products due
and owing to the other party, or (ii) payment of any monies due and owing to the
other party, then the non-defaulting party may, at its option and in its
discretion, to the extent permitted by law, offset and apply any obligations
owed by the non-defaulting party to the defaulting party, whether matured,
unmatured, contingent, or otherwise, against the amounts owed by the defaulting
party under the Agreement or any other oral or written agreement between the
parties or their affiliates (including agreements unrelated to the purchase or
delivery of Product, such as financial derivative agreements). In such event,
the obligations of the non-defaulting party shall be deemed satisfied and
discharged to the extent of any such offset. The right of setoff set forth
herein shall be cumulative of and in addition to any common law or other
contractual right of setoff. If an obligation

Exhibit D



is unascertained,
the non-defaulting party may in good faith estimate such obligation and set-off
in respect of the estimate, subject to the relevant party accounting to the
other party when the obligation is ascertained.

6.

FAILURE
TO LIFT AND/OR TAKE DELIVERY OF PRODUCT - In addition to any other rights which
Seller may have as set forth in the Agreement or as otherwise allowed by law,
including, but not limited to, Seller's right to sue for specific performance
and/or damages, if Purchaser fails to lift and/or take delivery of Product
within the period(s) designated in the Agreement, Seller shall have the right,
but not the obligation, upon expiration of the period(s) designated in the
Agreement, to sell all or any portion of the Products that Purchaser failed to
lift and/or take delivery of (the "Remaining Volumes") on terms and at such
prices as Seller, in its sole discretion, deems appropriate under the then
existing circumstances and to collect from Purchaser the difference between the
price Purchaser agreed to pay to Seller for such Products, as set forth in the
Agreement, and the Net Price Seller receives in connection with the sale of such
Remaining Volumes. For the purpose of this Section 6, "Net Price" shall mean the
gross proceeds received by Seller in the sale of the Remaining Volumes less (i)
all of Seller's costs and expenses associated with any such sale, (ii) a sales
commission equal to five percent (5%) of the gross proceeds of such sale, and
(iii)any additional fees and expenses incurred by
Seller that arise out of, or are in any way connected with,
Purchaser's failure to lift and/or take delivery of the Remaining Volumes,
including, but not limited to, any additional storage and/or transportation
costs.

7.

DELIVERY
AND TITLE - Delivery of the Product shall be deemed to occur: (i) if to a ship,
at the point when the Product has passed the vessel's loading flange; (ii) if to
a tank truck, when the Product has actually been delivered into the truck; (iii)
if to a tank car, when the carrier accepts the Product for shipment; (iv) if to
a pipeline, upon metering of the Product; (v)when into storage (other than vessels), as the Product enters the
tank; or (vi) if by book transfer, on the effective date of the transfer. Title
shall pass to Purchaser upon delivery as set forth above. All deliveries shall
be subject to normal pipeline allocation and proration schedules. All overages
will be invoiced at Seller's posted price in effect at the time the Product is
delivered. Seller shall not be liable to Purchaser for reductions in quantity or
degradation of quality of Product after delivery of the Product has occurred.
After delivery, the handling, care or use of the Product shall be at Purchaser's
sole risk and expense.

8.

ODORIZATION
- Unless otherwise expressly specified in the Agreement or by Purchaser in
writing prior to delivery, Seller will stench or odorize propane for delivery to
domestic reseller accounts to meet or exceed minimum odorization standards on
the date of delivery as stated in the Department of Transportation Code of
Federal Regulations, 49 CFR 173.315(b)(l).  Purchaser will inspect, monitor
and maintain the odorant in any Product required to be stenched hereunder and
will not commingle such Product with unodorized Product or with Product
containing odorant in concentrations less than those concentrations mandated by
law. Purchaser recognizes certain conditions may occur WHICH WILL RENDER
PROPERLY ODORIZED PROPANE UNDETECTABLE including, but not limited to, the
following:

ODORANT
MAY FADE over a period of time or if subjected to certain metals or conditions
of metal.

ODORANT
MAYBE ABSORBED OR ADSORBED by tanks, piping, soil, masonry or other building
materials.

STRATIFICATION
OF ODORIZED PROPANE may occur, thereby changing the intensity of the odorant at
different levels.

SOME
INDIVIDUALS LACK A SENSE OF SMELL OR POSSESS A DIMINISHED SENSE OF SMELL.

INDIVlDUALS
WITH NORMAL SENSE OF SMELL MAYBE TEMPORARILY PREVENTED FROM DETECTING ODORANT
due to certain physical conditions such as allergies, head colds or masking
odors.

Seller
shall have no further responsibility to ensure that the Product remains properly
odorized after delivery to Purchaser.

9.

HEALTH
AND SAFETY INFORMATION - Counterparty acknowledges receipt of Inergys Material
Safety Data Sheet for the Product and is aware of the hazards or risks in
handling or using the Product. Inergy and Counterparty shall maintain compliance
with all safety and health related governmental requirements concerning the
Product. Counterparty shall disseminate to its customers appropriate health and
safety warnings and notices concerning the Product. Counterparty shall cooperate
with Inergy to facilitate the dissemination of any health and safety warnings
and notices received or produced by Inergy. In this regard, upon request of
Inergy, Counterparty shall promptly provide to Inergy an accurate listing of the
types of uses made of the Product by Counterparty, and provide accurate
information in response to such requests. Further, Counterparty shall make
reasonable efforts to determine the uses of the Product by Counterparty's
customers. Counterparty also shall transmit to Counterparty's customers any
health and safety warnings and notices received from Inergy, promptly after such
warnings and notices are furnished to Counterparty by Inergy.

10.

QUANTITY
MEASUREMENT. The quantity of Product delivered shall be measured at the
following points: (i) if to or from a ship or barge, by shore metering
facilities; (ii) if to or from a tank truck, by meter, rotary gauge or weighing,
in accordance with applicable GPA Publications; (iii) if to or from a tank car,
by official tank car capacity tables, meters or slip tube gauges in accordance
with applicable GPA Publications; and (iv) if to or from a pipeline, determined
by pipeline meter in accordance with the then current and applicable API Manual.
All quantities shall be corrected to 60 degrees Fahrenheit and equilibrium
vapor pressure of the Product at 60 degrees Fahrenheit.



Exhibit D



11.

CLAIMS
- All claims by Purchaser for deficiencies in Product quantity or quality shall
be made to Seller within seven (7) days of Product delivery or all such
claims shall be conclusively deemed waived by Purchaser and Seller shall have no
liability with respect thereto.

12.

SPECIFICATIONS;
CHANGES·- Product shall conform to GPA specifications or individual pipeline
specifications in effect at the time of delivery, unless otherwise specified
herein.

13.

TANK
CARS - Purchaser shall pay all demurrage charges direct to the applicable party
on all tank cars not loaded and returned to the railroads within the applicable
demurrage-free time.

14.

FORCE
MAJEURE - If either party is rendered unable, wholly or in part, to perform its
obligations under this Agreement (other than to make payments due hereunder) due
to "force majeure", defined herein as any cause or causes beyond the control of
the party affected, including, but not limited to. Acts of God, earthquakes.
fire, flood, riot, strikes, war, and compliance with any federal, state or
municipal law or regulation, order, rule, recommendation, request or suggestion
of governmental agencies or authorities (excluding, however, loss of market, a
downturn in the market price for the Product. failure or inability of Purchaser
to resell or otherwise dispose of the Product, or any other similar cause or
causes), then upon the affected party giving prompt notice and full particulars
of such force majeure to the other party, the obligations of the affected party
shall be suspended for the duration of such inability to perform, but for no
longer period, and such cause shall, so far as possible, be remedied with all
reasonable dispatch. Notwithstanding the foregoing, it is understood and agreed
that the settlement of strikes or lockouts shall be entirely within the
discretion of the party having the difficulty, and that the above requirement
that any force majeure shall be remedied with all reasonable dispatch shall not
require the settlement of strikes or lockouts by acceding to the demands of the
opposing party when such course is inadvisable in the discretion of the party
having the difficulty.

15.

SUPPLY
INSUFFICIENCIES·- If. at any time or for any cause whatsoever, Seller is unable
to fulfill the terms and conditions of the Agreement, Seller shall provide
Purchaser with at least a pro-rata portion of the Product which it has on hand
at the time it discovers its inability to perform, in the same proportion as the
amount of the Product required under the Agreement bears to the total amount of
Product which Seller has contracted to provide to Purchaser and all other
purchasers; provided. however, delivery of such pro-rata portion shall not
prejudice Purchaser's rights to damages in connection with the undelivered
portion of the Product.

16.

PRICE
ESCALATION - Any increase in seller's cost of supplying the Product caused by
any level of governmental law, regulation, tax, or other burden imposed after
the date of this agreement on the ownership, storage, processing, production,
transportation (including, without limitation, fuel surcharges), distribution,
use or sale of the Product covered by this Agreement will be added to the price
under this Agreement.

17.

PRECEDENCE
- In the event of a conflict between the provisions of the documents that
comprise this Agreement, the provisions of the documents shall take precedence
and govern and control the rights, obligations and duties of the parties in the
following order of priority:

The
sale, purchase, or exchange agreement for the Products, as the case may be,
then

These
General Terms and Provisions.

18.

WARRANTIES
- Seller warrants that the Products sold or otherwise provided by it pursuant to
the Agreement shall conform to the specifications, if any, set forth in the
Agreement, and that it will convey good title thereto. THE FOREGOING WARRANTIES
ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL,
OR IMPLIED IN FACT OR IN LAW, AND WHETHER BASED ON STATUTE, CONTRACT, TORT,
STRICT LIABILITY OR OTHERWISE. THE WARRANTY OF MERCHANTABILITY AND WARRANTY OF
FITNESS FOR PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED.

19.

INDEMNITIES
- (a.) PURCHASER AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, TO DEFEND,
INDEMNIFY AND HOLD SELLER, ITS PARENT. AFFILIATES AND SUBSIDIARY COMPANIES, AND
THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND
ALL CLAIMS, DEMANDS, CAUSES OF ACTION. COSTS AND EXPENSES (INCLUDING COURT
COSTS, ANY COST OR EXPENSE OF INCIDENT INVESTIGATION AND REASONABLE ATTORNEY'S
FEES), LIABILITY ARISING FROM OR ON ACCOUNT OF INJURY, DEATH OR DAMAGE TO OR
LOSS OF ANY PROPERTY, MONEY DAMAGES, FINES, PENALTIES, ASSESSMENTS,
ENVIRONMENTAL RESPONSE COSTS OR INJUNCTIVE OBLIGATIONS (COLLECTIVELY. "CLAIMS")
WHICH OCCUR AS A RESULT OF OR IN CONNECTION WITH THE RECEIPT, LOADING,
TRANSPORTATION, STORAGE, OR HANDLING OF PRODUCT COVERED BY THE AGREEMENT BY
PURCHASER OR ITS REPRESENTATIVES, AGENTS OR CUSTOMER'S; PROVIDED, HOWEVER, THIS
INDEMNITY OBLIGATION SHALL NOT APPLY TO THE EXTENT THAT SELLER'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT IS DETERMINED TO BE THE CAUSE OF SUCH CLAIMS.
THIS SECTION 18 SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THE AGREEMENT.
(b.) NOTWITHSTANDING ANYTHING TO THE AGREEMENT TO THE CONTRARY, UPON SELLER'S
PROVISION OF DOCUMENTATION RESPECTING ANY REQUIRED ODORIZATION OF PRODUCT

Exhibit D



PURSUANT TO THE
AGREEMENT, PURCHASER'S INDEMNIFICATION OBLIGATION UNDER THE AGREEMENT SHALL
INCLUDE, WITHOUT LIMITATION, CLAIMS COMPRISING OR ASSERTING LACK OF OR
INADEQUATE WARNING MATERIALS, IMPROPER AMOUNTS, USE OR TYPE OF ODORANT, "ODORANT
FADING," LACK OF WARNING ON SUPPLEMENTAL WARNING SYSTEMS (SUCH AS GAS DETECTORS)
AND IMPROPER TRAINING OR MONITORING OF PURCHASER'S WARNING OR TRAINING PROGRAMS
RESPECTING ODORIZATION.

20.

LIMITATION
OF LIABILITY - PURCHASER'S EXCLUSIVE REMEDY FOR ALL LOSSES OR DAMAGES RESULTING
UNDER THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO ANY ALLEGATIONS OF BREACH OF
WARRANTY, BREACH OF CONTRACT, NEGLIGENCE (ORDINARY OR GROSS) OR STRICT
LIABILITY, SHALL BE LIMITED, AT SELLER'S OPTION, TO EITHER THE RETURN OF THE
PURCHASE PRICE OR THE REPLACEMENT OF THE PRODUCT FOR WHICH A CLAIM IS MADE AND
PROVED. EXCEPT AS SET FORTH IN SECTION 18 ABOVE, NEITHER PARTY SHALL BE LIABLE
TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR
EXEMPLARY DAMAGES ARISING UNDER THE AGREEMENT.

21.

INSURANCE
- Counterparty agrees to procure and maintain or cause its agents, contractors
and their subcontractors, and representatives to procure and maintain insurance
coverage in compliance with the requirements of the law of the state in which
delivery of the Product will occur with respect to the receipt of Product
hereunder and/or any activities related thereto, but in no event less than the
coverages set forth below. Counterparty acknowledges and agrees that Inergy
shall not insure Counterparty's products, servants and/or property, nor the
products, property and/or servants of others, and that insurance required by the
preceding sentence, if any, and deductibles associated therewith shall be
carried and paid, as applicable, by Counterparty at its own expense. If
Counterparty carries any insurance on its products, property and/or servants,
Counterparty and Counterparty's insurance carrier(s) shall waive subrogation
against Inergy, its affiliates, subsidiaries and parents and its and their
officers, employees, representatives and agents, and copies of such waivers
shall be furnished to Inergy.

Employer's
Liability Insurance protecting Counterparty against common law liability, in the
absence of statutory liability, for employee bodily injury arising out of the
master-servant relationship with a limit of not less than $1,000,000.

Commercial
General Liability Insurance including products/completed operations with limits
of liability of not less than $1,000,000 per occurrence.

Business
Automobile Liability Insurance for all operations of Counterparty including
owned, nonowned and hired vehicles with limits of liability of not less than:
Bodily Injury S1,000,000 per person, $1,000,000 per accident; Property Damage
$1,000,000 or a combined single limit of $1 ,000,000 for bodily injury and
property damage.

Nothing
contained in these provisions relating to coverage and amounts shall operate as
a limitation of Counterparty's liability in tort or contract under the terms of
the Agreement.

22.

ASSIGNMENT
- Counterparty shall not sell, assign or dispose of Counterparty's interest in
the Agreement in whole or in part, directly or indirectly, without the prior
written consent of Inergy in each instance, and this requirement may not be
waived except in writing. Any attempted sale, assignment or disposition of such
an interest shall be null and void and not binding on Inergy. In the event
Counterparty is a corporation or other business entity, this clause shall be
deemed to apply to the sale, assignment or other disposition of the ownership of
any share or interest in such corporation or business entity. It is further
understood and agreed that if an assignment is made with Inergy's prior written
consent (i) to a corporation or other business entity, all owners of any share
or interest in such corporation or other business entity shall agree to be
jointly and severally personally liable to carry out all obligations of
Counterparty hereunder or (ii) to one or more individuals, all assignees
accepting such assignment or acting pursuant to the assignment as owners or
operators of Counterparty's business shall agree to be jointly and severally
liable to carry out all obligations of Counterparty hereunder.

23.

COMPLIANCE
WITH LAW·- Products delivered hereunder shall be delivered, and the parties
hereto shall perform all of their obligations under this Agreement, in full
compliance with all applicable federal and state laws, rules and regulations and
all Presidential Proclamations which may be applicable thereto.

24.

NOTICE·-
Any notice hereunder shall be in writing and shall be delivered personally, by
mail or by fax to the party's address set forth in the Agreement, unless
changed by notice. Such notice shall be deemed to have been given on the date of
the delivery thereof to the party receiving such notice.

25.

TAXES·-
Any tax, fee, charge or other exaction, now or hereafter enacted, levied or
assessed by any federal, state, local or other governmental authority upon, or
as a result of the transactions herein provided for, or the goods or source
materials thereof which are the subject matter of the Agreement including, but
not limited to, gross receipts taxes, occupation taxes, motor fuel taxes, sales
and use taxes, franchise taxes, income taxes, ad valorem taxes, property taxes,
inspection fees and license fees, shall, if paid or payable by Seller,
regardless of whether paid or payable by Seller directly to the collecting
authority or to a third party collecting or being reimbursed for having paid any
such tax, fee, charge or other exaction, be paid by Purchaser on demand by
Seller. Any personal property taxes levied or assessed by any governmental
authority upon the products covered by the Agreement shall be paid



Exhibit D



by the party
having title thereto at the time of such assessment. Purchaser shall furnish
Seller proper exemption certificates where tax exemption is claimed on any
Products delivered hereunder.

26.

BRAND
NAMES - Unless otherwise specifically agreed to by the parties in writing,
Purchaser shall not represent, or authorize or permit any other person to
represent, that Product delivered hereunder is the product of Seller; all
Product delivered hereunder shall be used or sold under Purchaser's brand names
or under brand names approved by Seller; and Purchaser shall not allow said
Product to be used or sold under any other brand names.

27.

CONDUCT
OF PARTIES' BUSINESS - Each party in the performance of the Agreement is engaged
in an independent business and nothing herein contained shall be construed as
giving either party any right to control the other party in any way in the
performance of the other party's business. Neither party shall have any right to
exercise control over any of the other party's employees, representatives,
agents or contractors of any level except to the extent of any safety
requirements for delivery of product under the Agreement. All employees,
representatives, agents or contractors of any level of a party shall be entirely
under the control and direction of that party, which shall be entirely
responsible for their actions and omissions.

28.

GOVERNING
LAW- THIS AGREEMENT SHALL BE SUBJECT TO THE JURISDICTION OF, GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MISSOURI, INCLUDING THE
UNIFORM COMMERCIAL CODE EXCEPT AS OTHERWISE SPECIFIED HEREIN, WITHOUT REGARD TO
ANY CONFLICT OF LAW RULES THAT MAY DIRECT THE APPLICATION OF THE LAW OF ANY
OTHER JURISDICTION.

29.

CONFIDENTIALITY
- Each party shall hold as confidential any information in or obtained in
association with this Agreement.

30.

SEVERABILITY
- The invalidity of anyone or more covenants or provisions of the Agreement
shall not affect the validity of any other provisions hereof or the Agreement as
a whole, and in case of any such invalidity, the Agreement shall be construed to
the maximum extent possible as if such invalid provision had not been included
herein.

31.

NO
THIRD PARTY BENEFICIARY·- Nothing in the Agreement shall entitle any persons
other than Seller or Purchaser, or their successors or assigns, to any claim,
cause of action, remedy or right of any kind relating to the transactions
contemplated by the Agreement.

32.

WAIVER
- Waivers by either party of the breach of any provision hereof by the other
party shall not be deemed to be a waiver of the breach of any other provision
hereof or of any subsequent or continuing breach of such provisions.

33.

CONSTRUCTION
OF AMBIGUITY·- The parties acknowledge and agree that the terms and conditions
of the Agreement were freely negotiated and drafted by the parties and the
parties expressly agree that in the event of any ambiguity in any of the terms
and conditions of the Agreement, including any exhibits, schedules and other
attachments hereto, and whether or not placed of record, such ambiguity shall
not be construed for or against any party hereto on the basis that such party
did or did not author the same.

34.

PRIOR
AGREEMENTS SUPERSEDED; ENTIRE AGREEMENT - The Agreement, including without
limitation, all exhibits hereto, integrates the entire understanding between the
parties with respect to the subject matter covered and supersedes all prior
understandings, drafts, discussions, or statements, whether oral or in writing,
expressed or implied, dealing with the same subject matter, including any other
general terms and conditions previously entered into between the parties.

35.

AMENDMENT·-
No amendment or modification of the Agreement, nor waiver of any provision
thereof, shall be effective unless set forth in a written instrument executed by
Seller and Purchaser. Unless otherwise expressly stated in the amendment, an
amendment to the Agreement of which a particular Product sale, purchase, or
exchange agreement, as the case may be, is a part shall be construed to amend
the Agreement for the purpose of the Products which are the subject of that
sale, purchase, or exchange agreement only.