EXHIBIT
10.1

FOR INTERNAL USE ONLY

Request No. 120725

Contract No. 107033

Legal Entity No. 4084

DUNS No. 6924427



FORM OF SERVICE AGREEMENT

Applicable to Agreements Executed After April 1, 2002

Firm Transportation Service  Market Area

FTS-2



**THIS
AGREEMENT entered into this 1st  day of November, 2007, by and between
Florida Gas Transmission Company, LLC, a corporation of the State of Delaware
(herein called "Transporter"), and FLORIDA PUBLIC UTILITIES COMPANY (herein
called "Shipper"),**



W I T N E S S E T H



WHEREAS,
Shipper is interested in obtaining firm transportation service from Transporter
and Transporter is willing to provide firm transportation service to Shipper;
and



WHEREAS,
such service will be provided by Transporter for Shipper in accordance with the
terms hereof.



NOW
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements herein contained, the sufficiency of which is hereby acknowledged,
Transporter and Shipper do covenant and agree as follows:



ARTICLE I

Definitions



In
addition to the definitions incorporated herein through Transporter's Rate
Schedule FTS-2, the following terms when used herein shall have the meanings set
forth below:



1.1

The
term "Rate Schedule FTS-2" shall mean Transporter's Rate Schedule FTS-2 as filed
with the FERC and as may be changed and adjusted from time to time by
Transporter in accordance with Section 4.2 hereof or in compliance with any
final FERC order affecting such rate schedule.



1.2

The
term "FERC" shall mean the Federal Energy Regulatory Commission or any successor
regulatory agency or body, including the Congress, which has authority to
regulate the rates and services of Transporter.



1.3

[Deleted
 Not Applicable]



1.4

[Deleted
 Not Applicable]



ARTICLE II

Quantity



2.1

The
Maximum Daily Transportation Quantity ("MDTQ") is set forth on a seasonal basis,
and by Division if applicable, on Exhibit B attached hereto as the same may be
amended from time to time. The applicable MDTQ shall be the largest daily
quantity of gas expressed in MMBtu, that Transporter is obligated to transport
and make available for delivery to Shipper under this Service Agreement on any
one day.



2.2

Upon
the effective date, Shipper may tender natural gas for transportation to
Transporter on any day, up to the MDTQ plus Transporter's fuel, if applicable.
Transporter agrees to receive the aggregate of the quantities of natural gas
that Shipper tenders for transportation at the Receipt Points, up to the maximum
daily quantity ("MDQ") specified for each receipt point as set out on Exhibit A,
plus



Transporter's
fuel, if applicable, and to transport and make available for delivery to Shipper
at each Delivery Point specified on Exhibit B, up to the amount scheduled by
Transporter less Transporter's fuel, if applicable (as provided in Rate Schedule
FTS-2), provided however, that Transporter shall not be required to accept for
transportation and make available for delivery more than the MDTQ on any day.



ARTICLE III

Payment and Rights in the Event of Non-Payment



3.1

Upon
the commencement of service hereunder, Shipper shall pay Transporter, for all
service rendered hereunder, the rates established in Article IV herein.



3.2

Termination
for Non-Payment. In the event Shipper fails to pay for the service provided
under this Agreement, pursuant to the conditions set forth in Section 15 of the
General Terms and Conditions of Transporter's FERC Gas Tariff, Transporter shall
have the right to suspend or terminate this Agreement pursuant to the conditions
set forth in said Section 15.



ARTICLE IV

Rates and Terms and Conditions of Service



4.1

This
Agreement in all respects shall be and remain subject to the provisions of Rate
Schedule FTS-2 and of the applicable provisions of the General Terms and
Conditions of Transporter on file with the FERC (as the same may hereafter be
legally amended or superseded), all of which are made a part hereof by this
reference.



4.2

Transporter
shall have the unilateral right to file with the appropriate regulatory
authority and seek to make changes in (a) the rates and charges applicable to
its Rate Schedule FTS-2, (b) Rate Schedule FTS-2 including the Form of Service
Agreement and the existing Service Agreement pursuant to which this service is
rendered; provided however, that the firm character of service shall not be
subject to change hereunder by means of a Section 4 Filing by Transporter,
and/or (c) any provisions of the General Terms and Conditions of Transporter's
Tariff applicable to Rate Schedule FTS-2. Transporter agrees that Shipper may
protest or contest the aforementioned filings, or seek authorization from duly
constituted regulatory authorities for such adjustment of Transporter's existing
FERC Gas Tariff as may be found necessary in order to assure that the provisions
in (a), (b) or (c) above are just and reasonable.



4.3

[Deleted
 Not Applicable]



4.4

[Deleted
 Not Applicable]



ARTICLE V

Term of Agreement



5.1

This
Agreement shall become effective upon the date first written above and shall
continue in effect 02/29/2016.



5.2

In
the event the capacity being contracted for was acquired pursuant to Section
18.C.2 of Transporter's Tariff, then this Agreement shall terminate on the date
set forth in Section 5.1 above. Otherwise, in accordance with the provisions of
Section 20 of the General Terms and Conditions of Transporter's Tariff, Shipper
has elected Roll-over Option and upon the expiration of the primary term and any
extension or roll-over, termination will be governed by the provisions of
Section 20 of the General Terms and Conditions of Transporter's Tariff.



5.3

For
a Shipper in the business of generating and distributing electricity and who
sign a Service Agreement with a term of twenty (20) years or more, in the event
of the enactment of any statute or the issuance of any order, rule, or
regulation by state or federal governmental authority that changes the electric
market structure in the State of Florida, Shipper shall have the right, upon
three (3) years prior written notice to Transporter, to terminate that portion
of the firm quantity provided for in Shipper's Service Agreement utilized for
electric generation at any time after the tenth anniversary of the commencement
of the primary term of the Shipper's Service Agreement.



5.4

Shipper
may buy out of a Service Agreement for all or a portion of its transportation
capacity ("MDTQ") thereunder, at any time, by paying Transporter the net present
value of Shipper's remaining reservation charge obligations for such capacity,
discounted at a reasonable rate to be mutually agreed upon by the parties at the
time of such buy-out.



5.5

Notwithstanding
any other provision in this Agreement, after commencement of service under this
Agreement, in the event that: (1) Shipper is capable of using gas; and (2)
Transporter is unable to deliver Shipper's designated volumes at the specified
Delivery Point(s) and at the pressures provided for in this Agreement for a
period of two consecutive days ("Service Cessation"), Shipper shall have the
right to reduce the MDTQ by the volumes not delivered, without costs or penalty,
by providing written notice to Transporter within forty-five (45) days of such
occurrence; provided, however, that if a Service Cessation occurs more than five
(5) times in any calendar year, Shipper shall have the right to terminate this
Agreement by providing written notice to Transporter within forty-five (45) days
of such occurrence; provided further, however, that if Transporter's failure to
deliver is due to events of Transporter's force majeure as defined in Rate
Schedule FTS-2, Shipper shall have the right to terminate or to reduce the MDTQ
only in the event such force majeure continues for more than one hundred
eighty-five (185) consecutive days of any three hundred sixty-five (365) day
period.



ARTICLE VI

Point(s) of Receipt and Delivery and Maximum Daily Quantities



6.1

The
Primary Point(s) of Receipt and maximum daily quantity for each Primary Point of
Receipt, for all gas delivered by Shipper to Transporter under this Agreement
shall be at the Point(s) of Receipt on the pipeline system of Transporter or any
Transporting Pipeline as set forth in Exhibit A attached hereto, as the same may
be amended from time to time. In accordance with the provisions of Section 8.A.
of Rate Schedule FTS-2 and Section 21.C. of the General Terms and Conditions of
Transporter's Tariff, Shipper may request changes in its Primary Point(s) of
Receipt. Transporter may make such changes in accordance with the terms of Rate
Schedule FTS-2 and the applicable General Terms and Conditions of its Tariff.



6.2

The
Primary Point(s) of Delivery and maximum daily quantity for each point for all
gas made available for delivery by Transporter to Shipper, or for the account of
Shipper, under this Agreement shall be at the Point(s) of Delivery as set forth
in Exhibit B hereto, as same may be amended from time to time, and shall be in
Transporter's Market Area; provided, however, that a Shipper who acquires a
segment of FTS-2 capacity in the Western Division may only request new Delivery
Points in Transporter's Western Division. In accordance with the provisions of
Section 9.A. of Rate Schedule FTS-2 and Section 21.C. of the General Terms and
Conditions of Transporter's Tariff, Shipper may request changes in its Primary
Point(s) of Delivery provided that such new requested Primary Delivery Points
must be located in Transporter's Market Area; provided, however, that a Shipper
who acquires a segment of FTS-2 capacity in the Western Division may only
request new Delivery Points in Transporter's Western Division. Transporter may
make such changes in accordance with the terms of Rate Schedule FTS-2 and the
applicable General Terms and Conditions of its Tariff. Transporter is not
obligated to accept changes where the new Primary Delivery point is also a
delivery point under a Rate Schedule SFTS Service Agreement and the load to be
served is an existing behind-the-gate customer of a Rate Schedule SFTS Shipper
as defined in Section 11 of Rate Schedule SFTS.



ARTICLE VII

Notices



All
notices, payments and communications with respect to this Agreement shall be in
writing and sent to the addresses stated below or at any other such address as
may hereafter be designated in writing:



ADMINISTRATIVE
MATTERS



Transporter:

FLORIDA
GAS TRANSMISSION COMPANY, LLC

P.
O. Box 4976

Houston,
Texas 77210-4976

Attention:
CONTRACT ADMINISTRATION

Telephone
No. (713) 989-2082

Fax
No. (713) 989-1150



Shipper:

FLORIDA PUBLIC UTILITIES COMPANY

P.O.
BOX 3395  PO#12726

WEST
PALM BEACH FL 33402-3395

Attention:
CHUCK STEIN

Telephone
No. (561) 838-1760

Fax
No. (561) 838-1713



PAYMENT
BY WIRE TRANSFER



Transporter:

Florida
Gas Transmission Company, LLC

JP
Morgan Chase New York ABA No. 021000021

Account
No. 304153435

New
York, NY



ARTICLE VIII

Facilities



8.1

[Deleted
 Not Applicable]



8.2

[Deleted
 Not Applicable]



ARTICLE IX



Regulatory Authorizations and Approvals



Transporter's
obligation to provide service is conditioned upon receipt and acceptance of any
necessary regulatory authorization, in a form acceptable to Transporter in its
sole discretion, to provide Firm Transportation Service to Shipper in accordance
with the terms of Rate Schedule FTS-2, this Service Agreement and the General
Terms and Conditions of Transporter's Tariff. Shipper agrees to reimburse
Transporter for all reporting and/or filing fees incurred by Transporter in
providing service under this Service Agreement.



ARTICLE X

Pressure



10.1

The
quantities of gas delivered or caused to be delivered by Shipper to Transporter
hereunder shall be delivered into Transporter's pipeline system at a pressure
sufficient to enter Transporter's system, but in no event shall such gas be
delivered at a pressure exceeding the maximum authorized operating pressure or
such other pressure as Transporter permits at the Point(s) of Receipt.



10.2

Transporter
shall have no obligation to provide compression and/or alter its system
operation to effectuate deliveries at the Point(s) of Delivery hereunder.



10.3

[Deleted
 Not Applicable]



ARTICLE XI

Other Provisions



11.1

Prior
to Transporter's execution of this Agreement, Shipper must demonstrate
creditworthiness satisfactory to Transporter. In the event Shipper fails to
establish creditworthiness within fifteen (15) days of Transporter's notice,
Transporter shall not execute this Agreement and this Agreement shall not become
effective.



11.2

[Deleted
 Not Applicable]



11.3

[Deleted
 Not Applicable]

11.4

[Deleted
 Not Applicable]



11.5

[Deleted
 Not Applicable]



ARTICLE XII

Miscellaneous



12.1

(a)

This
Agreement shall bind and benefit the successors and assigns of the respective
parties hereto; provided however, that neither party shall assign this Agreement
or any of its rights or obligations hereunder without first obtaining the
written consent of the other party, which consent shall not be unreasonably
withheld.



(b)

[Deleted
 Not Applicable]



12.2

No
waiver by either party of any one or more defaults by the other in the
performance of any provisions of this Agreement shall operate or be construed as
a waiver of any future defaults of a like or different character.



12.3

This
Agreement contains Exhibits A and B which are incorporated fully herein.



12.4

THIS
AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS, WITHOUT REFERENCE TO ANY CONFLICT OF LAWS DOCTRINE WHICH
WOULD APPLY THE LAWS OF ANOTHER JURISIDCTION.



ARTICLE XIII

Superseding Prior Service Agreements



This
Agreement supersedes and cancels the following Service Agreements between
Transporter and Shipper: None.



IN
WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly
authorized officers effective as of the date first written above.



TRANSPORTER

SHIPPER



FLORIDA
GAS TRANSMISSION COMPANY

FLORIDA
PUBLIC UTILITIES COMPANY

By:/s/  Robert E. Hayes____________

By:
/s/ C. L. Stein__________________

(Please
type or print name)

(Please type or print name)

Title:
Sr. Vice President & CCO

Title:
Sr. Vice President & CCO

Date:
October 2, 2007

Date:
 September 27, 2007



Exhibit A

to

Firm Gas Transportation Service Agreement

Between

Florida Gas Transmission Company, LLC

and

FLORIDA PUBLIC UTILITIES COMPANY

Dated

11/01/2007



|                                     |        |        |                                 |          |     |        
|------------------------------------ | ------ | ------ | ------------------------------- | -------- | --- | -------
|Date
Range: 11/01/2007 to 02/29/2016
|Point(s)
of Receipt                  |        |        | Maximum Daily Quantity (MMBtu)*
|Point
Description                    | Point  | DRN    | Apr                             | May-Sept | Oct | Nov-Mar
|Zone
1                               |        |        |                                 |          |     |        
|SABINE
PASS PLANT                    | 282    | 23422  | 80                              | 80       | 80  | 80     
|MOPS-REFUGIO
FGT                     | 611    | 25809  | 80                              | 80       | 80  | 80     
|Zone
1 Total:                        |        |        | 160                             | 160      | 160 | 160    
|                                     |        |        |                                 |          |     |        
|Zone
2                               |        |        |                                 |          |     |        
|LRC-KAPLAN
FGT                       | 16509  | 10876  | 145                             | 145      | 145 | 145    
|NGPL
VERMILION                       | 57391  | 32606  | 143                             | 143      | 143 | 143    
|Zone 2 Total:                        |        |        | 288                             | 288      | 288 | 288    
|                                     |        |        |                                 |          |     |        
|Zone 3                               |        |        |                                 |          |     |        
|GULF SOUTH-ST. HELENA
FGT            | 10109  | 9906   | 72                              | 60       | 60  | 72     
|TRANSCO/CITRONELLE FGT
CAPACITY      | 62132  | 157553 | 141                             | 147      | 147 | 141    
|LRC WHITE
CASTLE                     | 664000 | 8358   | 161                             | 167      | 167 | 161    
|Zone 3 Total:                        |        |        | 374                             | 374      | 374 | 374    
|                                     |        |        |                                 |          |     |        
|Total MDTQ:                          |        |        | 822                             | 822      | 822 | 822    



*
Exclusive of Transporter's fuel. Shipper to provide fuel pursuant to Fuel
Reimbursement Charge Adjustment provisions of Transporter's F.E.R.C. Gas Tariff,
General Terms and Conditions.



Contract
No: 107033





Exhibit B

to

Firm Gas Transportation Service Agreement

Between

Florida Gas Transmission Company, LLC

and

FLORIDA PUBLIC UTILITIES COMPANY

Dated

11/01/2007



|                                     |       |      |                                 |          |     |        
|------------------------------------ | ----- | ---- | ------------------------------- | -------- | --- | -------
|Date
Range: 11/01/2007 to 02/29/2016
|Point(s)
of Delivery                 |       |      | Maximum Daily Quantity (MMBtu)*
|Point
Description                    | Point | DRN  | Apr                             | May-Sept | Oct | Nov-Mar
|USS AGRI-CHEM FT
MEADE               | 16276 | 3219 | 822                             | 822      | 822 | 822    
|Total MDTQ:                          |       |      | 822                             | 822      | 822 | 822    





*
Exclusive of Transporter's fuel. Shipper to provide fuel pursuant to Fuel
Reimbursement Charge Adjustment provisions of Transporter's F.E.R.C. Gas Tariff,
General Terms and Conditions.



Contract
No: 107033