<PAGE>


                               SEVENTH AMENDMENT

                          TO TRANSPORTATION AGREEMENT

                        DATED DECEMBER 15, 1989 (#1005)


THIS AMENDMENT ("Amendment"), made and entered into this 1st day of September,
1992 between Kern River Gas Transmission Company ("Transporter") and Union
Pacific Fuels, Inc. ("Shipper");

WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 the (the "Agreement"); and

WHEREAS, Transporter and Shipper desire to temporarily amend Exhibit "A" and "B"
of the Agreement to reallocate the maximum volumes for the month of September
1992 at the Receipt Points and Delivery Points set forth in the currently
effective Exhibits "A" and "B";

NOW THEREFORE, in consideration of the mutual covenants and agreements herein
contained, Transporter and Shipper hereto agree as follows:

    1.1 Exhibit "A" and "B" to the Transportation Agreement is temporarily 
        replaced with the attached Third Amended Exhibit "A" and "B".

    1.2 This Amendment is effective September 1 through September 30, 1992.

    1.3 Except as amended herein, all terms and conditions of the Agreement 
        shall remain in full force and effect as written.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
in triplicate originals as of the date first written above.



UNION PACIFIC FUELS, INC.              KERN RIVER GAS TRANSMISSION COMPANY

/s/ Robert E. Lindsey III              /s/ E.J. Holm
-------------------------              ----------------------
By: Robert E. Lindsey III              E.J. Holm, President
    Attorney-in-Fact                   Kern River Corporation



                                       /s/ Cuba Wadlington, Jr.
                                       -------------------------
                                       Cuba Wadlington, Jr.
                                       Vice President & General Manager
                                       Williams Western Pipeline Company

<PAGE>
                                 NINTH AMENDMENT

                           TO TRANSPORTATION AGREEMENT

                            DATED DECEMBER 15, 1989
                     (Contract 1005, Request #193A and #196)


THIS AMENDMENT ("Amendment"), made and entered into this 30th day of October,
1992 between Kern River Gas Transmission Company ("Transporter") and Union
Pacific Fuels, Inc. ("Shipper");

WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 (the "Agreement"); and

WHEREAS, Transporter and Shipper desire to amend Exhibit "A" and "B" of the
Agreement to reallocate the maximum volumes at the Receipt Points and Delivery
Points set forth in the currently effective Exhibits "A" and "B";

NOW THEREFORE, in consideration of the mutual covenants and agreements herein
contained, Transporter and Shipper hereto agree as follows:

    1.1      Exhibit "A" and "B" to the Transportation Agreement is hereby
             deleted in its entirety and replaced with the attached Fifth
             Amended Exhibit "A" and "B".

    1.2      This amendment is effective November 1 through November 30, 1992.

    1.2 (a)  Effective December 1, 1992 the February 15, 1992 Exhibit "A" and 
             "B" to the Transportation Agreement will be reinstated.

    1.3      Except as amended herein, all terms and conditions of the
             Agreement shall remain in full force and effect as written.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
in triplicate originals as of the date first written above.


UNION PACIFIC FUELS, INC.               KERN RIVER GAS TRANSMISSION COMPANY

/s/ Robert E. Lindsay III               /s/ E.J. Holm
-------------------------               ---------------------------------
By: ATTORNEY-IN-FACT                    E. J. Holm, President
                                        Kern River Corporation

                                        /s/ Cuba Wadlington, Jr.
                                        ---------------------------------
                                        Cuba Wadlington, Jr.
                                        Vice President & General Manager
                                        Williams Western Pipeline Company

<PAGE>

                                 TENTH AMENDMENT

                           TO TRANSPORTATION AGREEMENT

                             DATED DECEMBER 15, 1989
                          (Contract 1005, Request #201)

THIS AMENDMENT ("Amendment"), made and entered into this 29th day of November,
1992 between Kern River Gas Transmission Company ("Transporter") and Union
Pacific Fuels, Inc. ("Shipper");

WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 (the "Agreement"); and

WHEREAS, Transporter and Shipper desire to amend Exhibit "A" and "B" of the
Agreement to reallocate the maximum volumes at the Receipt Points and Delivery
Points set forth in the currently effective Exhibits "A" and "B";

NOW THEREFORE, in consideration of the mutual covenants and agreements herein
contained, Transporter and Shipper hereby agree as follows:


    1.1     Exhibits "A" and "B" to the Agreement is hereby deleted in its
            entirety and replaced with the attached Sixth Amended Exhibits "A"
            and "B".

    1.2     This amendment is effective December 1 through December 31, 1992.


    1.2(a)  Effective January 1, 1993 the existing Exhibit "A" and "B" to the
            Transportation Agreement will be reinstated.

    1.3     Except as amended herein, all terms and conditions of the Agreement
            shall remain in full force and effect as written.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
in triplicate originals as of me date first written above.

UNION PACIFIC FUELS, INC.                 KERN RIVER GAS TRANSMISSION COMPANY   
                                     
/s/ Robert E. Lindsey                     /s/ E.J. Holm
---------------------                     ---------------------
By: ROBERT E. LINDSEY                     E. J. Holm, President                 
    ATTORNEY-IN-FACT                      Kern River Corporation                
                                          
                                          /s/ Cuba Wadlington, Jr.
                                          --------------------------------
                                          Cuba Wadlington, Jr.                  
                                          Vice President & General Manager      
                                          Williams Western Pipeline Company     


<PAGE>

                                EIGHTH AMENDMENT

                          TO TRANSPORTATION AGREEMENT

                             DATED DECEMBER 15, 1989
                     (Contract 1005, Request #185 and #186)

THIS AMENDMENT ("Amendment"), made and entered into this 28th day of September,
1992 between Kern River Gas Transmission Company ("Transporter") and Union
Pacific Fuels, Inc. ("Shipper");

WHEREAS, Transporter a Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 (the "Agreement"); and

WHEREAS, Transporter and Shipper desire to amend Exhibit "A" and "B" of the
Agreement to reallocate the maximum volumes at the Receipt Points and Delivery
Points set forth in the currently effective Exhibits "A" and "B";

NOW THEREFORE, in consideration of the mutual covenants and agreements herein
contained, Transporter and Shipper hereto agree as follows:

    1.1    Exhibit "A" and "B" to the Transportation Agreement is hereby deleted
           in its entirety and replaced with the attached Fourth Amended Exhibit
           "A" and "B".

    1.2    This amendment is effective October 1 through October 31, 1992.

    1.2(a) Effective November 1, 1992 the existing Exhibit "A" and "B" in 
           effect on February 15, 1992 to the Transportation Agreement will be
           reinstated.

    1.3    Except as amended herein, all terms and conditions of the Agreement 
           shall remain in full force and effect as written.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
in triplicate originals as of the date first written above.


UNION PACIFIC FUELS, INC.                    KERN RIVER GAS TRANSMISSION COMPANY

/s/ Robert E. Lindsey III                    /s/ E.J. Holm 
-------------------------                    ---------------------------------
By: ATTORNEY-IN-FACT                         E.J. Holm, President
                                             Kern River Corporation


                                             /s/ Cuba Wadlington, Jr.
                                             ---------------------------------
                                             Cuba Wadlington, Jr.
                                             Vice President & General Manager
                                             Williams Western Pipeline Company

<PAGE>

                               ELEVENTH AMENDMENT
                          TO TRANSPORTATION AGREEMENT
                             DATED DECEMBER 15, 1989
                      (Contract 1005, Requests 209 & 212)

    THIS AMENDMENT ("Amendment"), made and entered into this 31st day of 
December, 1992 between Kern River Gas Transmission Company ("Transporter") and
Union Pacific Fuels, Inc. ("Shipper");

                                   WITNESSETH:

    WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 (the "Agreement"); and

    WHEREAS, the Sixth Amended Exhibits "A" and "B" to the Agreement sets forth
Shipper's current Receipt and Delivery Point entitlements pursuant to the 
Agreement;

    WHEREAS, Shipper has submitted two requests to Transporter (Nos. 209 & 212)
to change its current Receipt and Delivery Point entitlements; and

    WHEREAS, Transporter and Shipper desire to amend the Sixth Amended Exhibits
"A" and "B" of the Agreement to reflect new Receipt and Delivery Point 
entitlements for Shipper pursuant to the Agreement and in accordance with 
Shipper's requests (Nos. 209 & 212);
 
    NOW THEREFORE, in consideration of the mutual covenants and agreements 
herein contained, Transporter and Shipper hereto agree as follows:

    1.1 The Sixth Amended Exhibits "A" and "B" to the Agreement are hereby 
        amended by deleting the Sixth Amended Exhibits "A" and "B" in their
        entirety and by substituting in lieu thereof the attached Seventh
        Amended Exhibits "A" and "B".

    1.2 This Amendment shall be effective as of January 1 through January 31, 
        1993.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
in triplicate originals as of the date first written above.

UNION PACIFIC FUELS, INC.              KERN RIVER GAS TRANSMISSION COMPANY

/s/ Robert E. Lindsey                  /s/ E.J. Holm
----------------------                 ----------------------
By: Robert E. Lindsey                  E.J. Holm, President
    Attorney-in-Fact                   Kern River Corporation

                                       /s/ Cuba Wadlington, Jr.
                                       -------------------------
                                       Cuba Wadlington, Jr.
                                       Vice President & General Manager
                                       Williams Western Pipeline Company

<PAGE>

                                TWELFTH AMENDMENT
                          TO TRANSPORTATION AGREEMENT
                             DATED DECEMBER 15, 1989
                          (Contract 1005, Requests 229)


    THIS AMENDMENT ("Amendment"), made and entered into this 29th day of 
January, 1993 between Kern River Gas Transmission Company ("Transporter") and
Union Pacific Fuels, Inc. ("Shipper");

                                   WITNESSETH:

    WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989, as amended (the "Agreement"); and

    WHEREAS, Seventh Amended Exhibits "A" and "B" to the Agreement respectively
set forth Shipper's current Receipt and Delivery Point entitlements pursuant to
the Agreement;

    WHEREAS, Shipper has submitted a request to Transporter (No. 229) to change 
its current Receipt and Delivery Point entitlements for the month of February
1993; and

    WHEREAS, Transporter and Shipper desire to amend the Seventh Amended 
Exhibits "A" and "B" to the Agreement to reflect new Receipt and Delivery Point
entitlements for Shipper for the month of February 1993, pursuant to the 
Agreement and in accordance with Shipper's requests (No. 229);
 
    NOW THEREFORE, in consideration of the mutual covenants and agreements 
herein contained, Transporter and Shipper hereby agree as follows:

    1.1 Seventh Amended Exhibits "A" and "B" to the Agreement are hereby
        amended by deleting Seventh Amended Exhibits "A" and "B" in their 
        entirety and by substituting in lieu thereof the attached Eighth 
        Amended Exhibits "A" and "B", which shall be effective solely for 
        the period from February 1, 1993 to February 28, 1993. Shipper shall 
        submit a separate request or requests to Transporter with respect to
        Receipt and Delivery Point entitlements to be effective on March 1,
        1993.

    1.2 This amendment shall be effective as of February 1, 1993.
 
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
in triplicate originals as of the date first written above.


ACCEPTED AND AGREED TO:                ACCEPTED AND AGREED TO:


UNION PACIFIC FUELS, INC.              KERN RIVER GAS TRANSMISSION COMPANY
(Shipper)                              (Transporter), by its partners:



                                       KERN RIVER CORPORATION

/s/ Robert E. Lindsey III              /s/ E.J. Holm
-------------------------              ----------------------
By: Attorney-in-Fact                   E.J. Holm, President
 
                                       
                                       WILLIAMS WESTERN PIPELINE COMPANY

                                       /s/ Cuba Wadlington, Jr.
                                       -------------------------
                                       Cuba Wadlington, Jr.
                                       Williams Western Pipeline Company

<PAGE>

                             THIRTEENTH AMENDMENT
                          TO TRANSPORTATION AGREEMENT
                             DATED DECEMBER 15, 1989
                         (Contract 1005, Request 232)


    THIS AMENDMENT ("Amendment"), made and entered into this 25th day of 
February, 1993 between Kern River Gas Transmission Company ("Transporter") and
Union Pacific Fuels, Inc. ("Shipper");

                                   WITNESSETH:

    WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989, as amended (the "Agreement"); and

    WHEREAS, Eighth Amended Exhibits "A" and "B" to the Agreement respectively
set forth Shipper's current Receipt and Delivery Point entitlements pursuant to
the Agreement;

    WHEREAS, Shipper has submitted a request to Transporter (No. 232) to change
its current Receipt and Delivery Point entitlements to be effective on March 1,
1993; and

    WHEREAS, Transporter and Shipper desire to amend the Eighth Amended 
Exhibits "A" and "B" to the Agreement to reflect new Receipt and Delivery Point
entitlements for Shipper to be effective on March 1, 1993, pursuant to the
Agreement and in accordance with Shipper's requests (No. 232);
 
    NOW THEREFORE, in consideration of the mutual covenants and agreements 
herein contained, Transporter and Shipper hereby agree as follows:

    1.1 Eighth Amended Exhibits "A" and "B" to the Agreement are hereby
        amended by deleting Eighth Amended Exhibits "A" and "B" in their 
        entirety and by substituting in lieu thereof the attached Ninth 
        Amended Exhibits "A" and "B".

    1.2 This amendment shall be effective as of March 1, 1993.
 
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
in triplicate originals as of the date first written above.


UNION PACIFIC FUELS, INC.              KERN RIVER GAS TRANSMISSION COMPANY
(Shipper)                              (Transporter), by its partners:

                                       KERN RIVER CORPORATION

/s/ Robert E. Lindsey III              /s/ E.J. Holm
-------------------------              ----------------------
By: Attorney-in-Fact                   E.J. Holm, President
 
                                       

                                       WILLIAMS WESTERN PIPELINE COMPANY

                                       /s/ Cuba Wadlington, Jr.
                                       -------------------------
                                       Cuba Wadlington, Jr.
                                       Williams Western Pipeline Company

<PAGE>

                            FOURTEENTH AMENDMENT TO
                           TRANSPORTATION AGREEMENT
                          CONTRACT 1005, REQUEST 251


    THIS AMENDMENT to Transportation Agreement ("Agreement"), made and entered
into this 23rd day of March, 1993 by and between KERN RIVER GAS TRANSMISSION
COMPANY ("Transporter") and Union Pacific Fuels, Inc. ("Shipper"),

                                   WITNESSETH:

    WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989, (the "Agreement"); and

    WHEREAS, Ninth Amended Exhibit "B" to the Agreement sets forth Shipper's
current Delivery Point entitlements pursuant to the Agreement; and

    WHEREAS, Shipper has requested a modification of its Delivery Point
entitlements, and Transporter is able to so modify such entitlements; and

    WHEREAS, Transporter and Shipper desire to amend Ninth Amended Exhibit "B"
to the Agreement to reflect Shipper's modified Delivery Point entitlements;
 
    NOW THEREFORE, in consideration of the mutual covenants and agreements 
herein contained, Transporter and Shipper do hereby agree as follows:


                                      I.

    1.1 Ninth Amended Exhibit "B" to the Agreement as hereby amended by deleting
Ninth Amended Exhibit "B" in its entirety, and by substituting in lieu thereof
the attached Tenth Amended Exhibit "B".

    1.2 This Amendment shall be effective as of April 1, 1993.
 
IN WITNESS WHEREOF, Transporter and Shipper have caused this Amendment to be
executed as of the date first written above.


UNION PACIFIC FUELS, INC.              KERN RIVER GAS TRANSMISSION COMPANY
(Shipper)                              (Transporter), by its partners:


                                       KERN RIVER CORPORATION


By: /s/ Robert E. Lindsey III          By: /s/ E.J. Holm
    -------------------------              ----------------------
    Title: Attorney-in-Fact                E.J. Holm, President
 
                                       


                                       WILLIAMS WESTERN PIPELINE COMPANY

                                       By: /s/ Cuba Wadlington, Jr.
                                           -------------------------
                                           Cuba Wadlington, Jr.
                                           Williams Western Pipeline Company

<PAGE>

                              FIFTEENTH AMENDMENT
                          TO TRANSPORTATION AGREEMENT
                            DATED DECEMBER 15, 1989
                         (Contract 1005, Request 259)


     THIS AMENDMENT to Transportation Agreement ("Amendment") made and entered
into this 29th day of April, 1993 by and between Kern River Gas Transmission
Company ("Transporter") and Union Pacific Fuels, Inc. ("Shipper");

                                  WITNESSETH:

     WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 (the "Agreement"); and

     WHEREAS, Ninth Amended Exhibit "A" to the Agreement sets forth Shipper's
current Receipt Point entitlements pursuant to the Agreement; and

     WHEREAS, Shipper has requested a modification of its Receipt Point
entitlements, and Transporter is able to so modify such entitlements; and

     WHEREAS, Transporter and Shipper deisre to amend Ninth Amended Exhibit "A"
to the Agreement to reflect Shipper's modified Receipt Point entitlements;

     NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Transporter and Shipper do hereby agree as follows:

    1.1       Ninth Amended Exhibit "A" to the Agreement is hereby amended by
              deleting Ninth Amended Exhibit "A" in its entirety and by
              substituting in lieu thereof the attached Tenth Amended
              Exhibit "A".

    1.2       This amendment shall be effective as of May 1, 1993.


IN WITNESS WHEREOF, Transporter and Shipper have caused this Amendment to be
duly executed as of the date first written above.


UNION PACIFIC FUELS, INC.              KERN RIVER GAS TRANSMISSION COMPANY
(Shipper)                              (Transporter), by its partners:


                                       KERN RIVER CORPORATION


By: /s/ Robert E. Lindsey III          By: /s/ E.J. Holm
    -------------------------              ----------------------
    Title: Attorney-in-Fact                E.J. Holm, President




                                       WILLIAMS WESTERN PIPELINE COMPANY

                                       By: /s/ Cuba Wadlington, Jr.
                                           -------------------------
                                           Cuba Wadlington, Jr.
                                           Sr. Vice President & General Manager

<PAGE>


                              SIXTEENTH AMENDMENT
                          TO TRANSPORTATION AGREEMENT
                            DATED DECEMBER 15, 1989
                         (Contract 1005, Request 266)


     THIS AMENDMENT to Transportation Agreement ("Amendment") made and entered
into this 18th day of June, 1993 by and between Kern River Gas Transmission
Company ("Transporter") and Union Pacific Fuels, Inc. ("Shipper");

                                  WITNESSETH:

     WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 (the "Agreement"); and

     WHEREAS, Tenth Amended Exhibit "B" to the Agreement sets forth Shipper's
current Delivery Point entitlements pursuant to the Agreement; and

     WHEREAS, Shipper has requested a modification of its Delivery Point
entitlements, and Transporter is able to so modify such entitlements; and

     WHEREAS, Transporter and Shipper desire to amend Tenth Amended Exhibit "B"
to the Agreement to reflect Shipper's modified Delivery Point entitlements;

     NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Transporter and Shipper do hereby agree as follows:

    1.1       Tenth Amended Exhibit "B" to the Agreement is hereby amended by
              deleting Tenth Amended Exhibit "B" in its entirety and by
              substituting in lieu thereof the attached Eleventh Amended
              Exhibit "B".

    1.2       This amendment shall be effective as of June 21, 1993.

IN WITNESS WHEREOF, Transporter and Shipper have caused this Amendment to be
duly executed as of the date first written above.


UNION PACIFIC FUELS, INC.              KERN RIVER GAS TRANSMISSION COMPANY
(Shipper)                              (Transporter), by its partners:


                                       KERN RIVER CORPORATION


By: /s/ Robert E. Lindsey III          By: /s/ E.J. Holm
    -------------------------              ----------------------
    Title: Attorney-in-Fact                E.J. Holm, President




                                       WILLIAMS WESTERN PIPELINE COMPANY

                                       By: /s/ Cuba Wadlington, Jr.
                                           -------------------------
                                           Cuba Wadlington, Jr.
                                           Sr. Vice President & General Manager

<PAGE>

                             SEVENTEENTH AMENDMENT
                          TO TRANSPORTATION AGREEMENT
                             DATED DECEMBER 15, 1989
                          (Contract 1005, Requests 267)

    THIS AMENDMENT to Transportation Agreement ("Amendment") made and entered
into this 21st day of June, 1993 by and between Kern River Gas Transmission
Company ("Transporter") and Union Pacific Fuels, Inc. ("Shipper");

                                   WITNESSETH:

    WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 (the "Agreement"); and

    WHEREAS, Eleventh Amended Exhibit "B" to the Agreement sets forth Shipper's
current Delivery Point entitlements pursuant to the Agreement; and

    WHEREAS, Shipper has requested a modification of its Delivery Point
entitlements, and Transporter is able to so modify such entitlements; and

    WHEREAS, Transporter and Shipper desire to amend Eleventh Amended 
Exhibit "B" to the Agreement to reflect Shipper's modified Delivery Point
entitlements;
 
    NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Transporter and Shipper do hereby agree as follows:

    1.1   Eleventh Amended Exhibit "B" to the Agreement is hereby amended by
          deleting Eleventh Amended Exhibit "B" in its entirety and by
          substituting in lieu thereof the attached Twelfth Amended Exhibit "B".

    1.2   This amendment shall be effective as of July 1, 1993.
 
IN WITNESS WHEREOF, Transporter and Shipper have caused this Amendment to be
duly executed as of the date first written above.

UNION PACIFIC FUELS, INC.              KERN RIVER GAS TRANSMISSION COMPANY
(Shipper)                              (Transporter), by its partners:

                                       KERN RIVER CORPORATION

By: /s/ Robert E. Lindsey III          By: /s/ E.J. Holm
    -------------------------              ----------------------
    Title: Attorney-in-Fact                E.J. Holm, President
 
                                       WILLIAMS WESTERN PIPELINE COMPANY

                                       By: /s/ Cuba Wadlington, Jr.
                                           -------------------------
                                           Cuba Wadlington, Jr.
                                           Sr. Vice President & General Manager

<PAGE>

                             SEVENTEENTH AMENDMENT
                          TO TRANSPORTATION AGREEMENT
                             DATED DECEMBER 15, 1989
                          (Contract 1005, Requests 267)

    THIS AMENDMENT to Transportation Agreement ("Amendment") made and entered
into this 21st day of June, 1993 by and between Kern River Gas Transmission
Company ("Transporter") and Union Pacific Fuels, Inc. ("Shipper");

                                   WITNESSETH:

    WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 (the "Agreement"); and

    WHEREAS, Eleventh Amended Exhibit "B" to the Agreement sets forth Shipper's
current Delivery Point entitlements pursuant to the Agreement; and

    WHEREAS, Shipper has requested a modification of its Delivery Point
entitlements, and Transporter is able to so modify such entitlements; and

    WHEREAS, Transporter and Shipper desire to amend Eleventh Amended 
Exhibit "B" to the Agreement to reflect Shipper's modified Delivery Point
entitlements;
 
    NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Transporter and Shipper do hereby agree as follows:

    1.1   Eleventh Amended Exhibit "B" to the Agreement is hereby amended by
          deleting Eleventh Amended Exhibit "B" in its entirety and by
          substituting in lieu thereof the attached Twelfth Amended Exhibit "B".

    1.2   This amendment shall be effective as of July 7, 1993.
 
IN WITNESS WHEREOF, Transporter and Shipper have caused this Amendment to be
duly executed as of the date first written above.

UNION PACIFIC FUELS, INC.              KERN RIVER GAS TRANSMISSION COMPANY
(Shipper)                              (Transporter), by its partners:

                                       KERN RIVER CORPORATION

By: /s/ Robert E. Lindsey III          By: /s/ E.J. Holm
    -------------------------              ----------------------
    Title: Attorney-in-Fact                E.J. Holm, President
                                       
                                       WILLIAMS WESTERN PIPELINE COMPANY

                                       By: /s/ Cuba Wadlington, Jr.
                                           -------------------------
                                           Cuba Wadlington, Jr.
                                           Sr. Vice President & General Manager

<PAGE>

                             EIGHTEENTH AMENDMENT
                          TO TRANSPORTATION AGREEMENT
                            DATED DECEMBER 15, 1989
                         (Contract 1005, Request 273)

     THIS AMENDMENT to Transportation Agreement ("Amendment") made and entered
into this 16th day of July, 1993 by and between Kern River Gas Transmission
Company ("Transporter") and Union Pacific Fuels, Inc. ("Shipper");

                                 WITNESSETH:

     WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 (the "Agreement"); and

     WHEREAS, Tenth Amended Exhibit "A" to the Agreement sets forth Shipper's
current Delivery Point entitlements pursuant to the Agreement; and

     WHEREAS, Shipper has requested a modification of its Delivery Point
entitlements, and Transporter is able to so modify such entitlements; and

     WHEREAS, Transporter and Shipper desire to amend Tenth Amended Exhibit "A"
to the Agreement to reflect Shipper's modified Delivery Point entitlements;

     NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Transporter and Shipper do hereby agree as follows:

    1.1    Tenth Amended Exhibit "A" to the Agreement is hereby amended by
           deleting Tenth Amended Exhibit "A" in its entirety and by
           substituting in lieu thereof the attached Eleventh Amended
           Exhibit "A".

    1.2    This Amendment shall be effective as of July 16, 1993.

IN WITNESS WHEREOF, Transporter and Shipper have caused this Amendment to be
duly executed as of the date first written above.

UNION PACIFIC FUELS, INC.              KERN RIVER GAS TRANSMISSION COMPANY
(Shipper)                              (Transporter), by its partners:

                                       KERN RIVER CORPORATION

By: /s/ Robert E. Lindsey III          By: /s/ E.J. Holm
    -------------------------              ----------------------
    Title: Attorney-in-Fact                E.J. Holm, President

                                       WILLIAMS WESTERN PIPELINE COMPANY

                                       By: /s/ Cuba Wadlington, Jr.
                                           -------------------------
                                           Cuba Wadlington, Jr.
                                           Sr. Vice President & General Manager

<PAGE>

                             NINETEENTH AMENDMENT
                          TO TRANSPORTATION AGREEMENT
                            DATED DECEMBER 15, 1989
                         (Contract 1005 Request #286)

     THIS AMENDMENT to Transportation Agreement ("Amendment") made and entered
into this 23rd day of May, 1994 by and between Kern River Gas Transmission
Company ("Transporter") and Union Pacific Fuels, Inc. ("Shipper");

                                 WITNESSETH:

     WHEREAS, Transporter and Shipper are parties to that certain Transportation
Agreement dated December 15, 1989 (the "Agreement"); and

     WHEREAS, Shipper by letter dated May 24, 1993 notified Transporter of its
election to reduce its MDQ under the Agreement by 25,000 Mcf per day effective
June 1, 1994; and (the "MDQ Reduction").

     WHEREAS, Transporter and Shipper desire to amend the Agreement to reflect
the MDQ Reduction as well as a corresponding reduction in Shipper's Receipt
and Delivery Point entitlements under the Agreement;

     NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Transporter and Shipper do hereby agree as follows:

    1.1    Section 2.1.1 of the Agreement is amended effective June 1, 1994,
           to state that Shipper's MDQ shall be 75,000 Mcf per day.

    1.2    The Agreeement is hereby amended effective May 23, 1994, by deleting
           Eleventh Amended Exhibit "A" and Twelfth Amended Exhibit "B" in their
           entireties and by substituting in lieu thereof the attached Twelfth
           Amended Exhibit "A" and Thirteenth Amended Exhibit "B".
           .
IN WITNESS WHEREOF, Transporter and Shipper have caused this Amendment to be
duly executed as of the date first written above.


UNION PACIFIC FUELS, INC.              KERN RIVER GAS TRANSMISSION COMPANY
(Shipper)                              (Transporter), by its partner:

                                       KERN RIVER CORPORATION

By: /s/ Robert E. Lindsey III          By: /s/ E.J. Holm
    -------------------------              ----------------------
    Title: Attorney-in-Fact                E.J. Holm, President

                                       WILLIAMS WESTERN PIPELINE COMPANY

                                       By: /s/ Cuba Wadlington, Jr.
                                           -------------------------
                                           Cuba Wadlington, Jr.
                                           Sr. Vice President & General Manager

<PAGE>

[Letterhead of Kern River Gas Transmission Company]                       [LOGO]

July 23, 1990

                                          1010 Milam St.
Union Pacific Fuels, Inc.                 P.O. Box 2511
801 Cherry Street                         Houston, Texas 77001
Fort Worth, Texas 76101                   (713) 757-2131
Attn: Don Niemiec

      Re: Amendment to Transportation Agreement
          dated December 15, 1989

Gentlemen:

         Please refer to that certain Firm Transportation Service Agreement (the
"Agreement") dated December 15, 1989, between Kern River Gas Transmission
Company ("Transporter") and Union Pacific Fuels, Inc. ("Shipper"). To reflect
Shipper's increase of the maximum daily quantity under the Agreement and to
better enable Transporter to obtain financing for Transporter's proposed natural
gas pipeline system to the mutual benefit of Transporter and Shipper,
Transporter and Shipper hereby agree in consideration of such mutual benefits of
these amendments to amend the Agreement as follows:

         1. Pursuant to the option granted to Shipper on December 15, 1989 to
increase its maximum daily quantity and Shippers's exercise of such option on
March 6, 1990, Section 2.1 "MDQ" is amended by deleting the words "50,000 Mcf
per day" and replacing them with "100,000 Mcf per day".

         2. Exhibit "A" of the December 15, 1989 agreement is amended by
deleting Exhibit "A" in its entirety and replacing it with the attached new
Exhibit "A".

         3. Section 8.2 of the Agreement is amended by adding the following new
sentence at the end thereof:

       "Subject to the provisions of Section 9.1.2 and 13.1 hereof, Shipper
       shall make payment of that portion of the statement identified as the
       Monthly Demand Charge in full, irrespective of any dispute as to the
       invoiced amount of said Monthly Demand Charge, and Shipper shall not be
       entitled to any abatement or setoff against said amount, including, but
       not limited to, those alleged to be due by reason of any past, present or
       future claims or other rights of Shipper against Transporter or any other
       person or entity whether in connection herewith or any unrelated
       transaction. Nothing contained herein shall prejudice or limit Shipper's
       ability to withhold amounts disputed in good faith, including any amount
       attributable to the Monthly Demand Charge, so long as such amounts are
       withheld only from the Monthly Commodity Charge or other charges other
       than the Monthly Demand charges invoiced or claimed by Transporter.
       Except as otherwise specifically provided, nothing herein shall prejudice
       or limit Shipper's right to dispute the propriety or amount of any
       statement or portion thereof received from Transporter."


<PAGE>

         4. Section 17.1 of the Agreement is amended by adding the following new
sentences at the end thereof:

         "Upon request of either party, the other party shall acknowledge in
         writing any permitted assignment described herein and the right of any
         permitted assignee (including any assignee upon enforcement of any
         assignment made as security for indebtedness) to enforce this Agreement
         against such other party, and shall also deliver such certificates,
         copies of corporate documents and opinions of counsel as may be
         reasonably requested by such permitted assignee relating to such party,
         this Agreement and any other matters relevant thereto. Unless otherwise
         agreed by the parties hereto in a separate writing or pursuant to any
         provision of this Agreement that expressly allows Shipper to be
         relieved of its obligations hereunder in connection with an assignment,
         no permitted assignment shall relieve the assigning party from any of
         its obligations urder this agreement; provided however that if Shipper
         assigns its rights hereunder to an Eligible Assignee and otherwise
         complies with the foregoing provisions of this Section 17.1, then
         effective upon such assignment the Shipper shall be relieved of its
         obligations hereunder to the extent of such assignment with respect to
         any period beginning on or after the date of such assignment. As used
         in the preceding sentence, Eligible Assignee means an entity that (i)
         at the time of such assigment (A) has senior unsecured long term public
         debt that has a rating by Standard & Poor's Corporation ("S&P") or
         Moody's Investors Service Inc. (Moody's), or, if such entity is not
         rated by such agencies, that has an imputed credit rating as determined
         by a mutually agreeable independent financial consultant based on the
         application of the standards and methods used by S&P or Moody's to rate
         corporate debt, that is at least as high as the explicit or imputed
         credit rating in effect as of the date of this Agreement for Union
         Pacific Resources Company, which the parties shall deem to be "A" ( by
         S&P) and "A2" (by Moody's) and (B) is not on Credit Watch with negative
         implications, in the case of S&P, or under review for possible
         downgrade, in the case of Moody's and (ii) has unconditionally assumed
         the obligations of the Shipper hereunder pursuant to such instruments
         as may be reasonably requested by Transporter.

         If Shipper is in agreement with the foregoing, please so indicate by
signing in the space provided below, and return two fully executed copies of
this letter agreement for our records.

<PAGE>


                                    Very truly yours,



                                    KERN RIVER GAS TRANSMISSION COMPANY



                                    By: /s/ E.J. Holm
                                        ------------------------------
                                        E.J. Holm
                                        President
                                        Kern River Corporation


                                    By: /s/ Cuba Wadlington, Jr.
                                        ------------------------------
                                        Cuba Wadlington, Jr.
                                        Vice President
                                        Williams Western Pipeline Company



AGREED TO AND ACCEPTED:

UNION PACIFIC FUELS, INC.


By: /s/ D.W. Niemiec
    -----------------------
    D.W. Niemiec
    President

<PAGE>


                                   EXHIBIT "A"

                                    (Note 1)

                                   AMENDMENT

                                     to the

                            TRANSPORTATION AGREEMENT

                             DATE December 15, 1989

                                 by and between

                      KERN RIVER GAS TRANSMISSION COMPANY

                                      and

                           UNION PACIFIC FUELS, INC.


                                 RECEIPT POINTS

                                                       Maximun       Maximum
                                                       Receipt   Receipt Volumes
                                             Meter     Pressure    Mcf per Day
Description                   Location     Ownership   PSIG         (Note 2)
-----------                   --------     ---------   --------  ---------------

Opal Gas Plant                T21N-R114W       TBD       TBD         40,000
Questar Pipeline                TBD            TBD       TBD         35,000
Overthrust Pipeline             TBD            TBD       TBD         10,000
Painter NGL/NRU Complex         TBD            TBD       TBD         22,000
Anschutz Ranch East             TBD            TBD       TBD         15,000
Whitney Canyon                  TBD            TBD       TBD         13,000
Colorado Interstate Gas         TBD            TBD       TBD         25,000
                                                                    -------
                                                                    150,000

Notes:

(1)      Shipper and Transporter agree to amend this Exhibit, as to specific
         Location, Receipt Points, Receipt Volumes, and Maximum Receipt Pressure
         120 days prior to the Construction Notification Date.
(2)      The Maximum Receipt Volume for all Receipt Points in the aggregate
         shall not exceed 150 percent of Shipper's MDQ and the Maximum Receipt
         Volume for any individual Receipt Point shall not exceed Shipper's MDQ.

TBD - To be determined.

<PAGE>

[Letterhead of Kern River Gas Transmission Company]                      [LOGO]

                                 1010 Milam St.
                                 P.O. Box 2511
                                 Houston, Texas 77252-2511
                                 (713)757-2131

                                November 2, 1990

                                LETTER AGREEMENT

Mr. Don Niemiec, President
Union Pacific Fuels, Inc.
801 Cherry Street
Fort Worth, Texas 76101

     Re:   Amendment to Transportation Agreement
           dated December 15, 1989

Dear Mr. Niemiec:

                Please refer to that certain Transportation Agreement dated
December 15, 1989, between Kern River Gas Transmission Company ("Transporter")
and Union Pacific Fuels, Inc. ("Shipper"), as amended on July 23, 1990 (the
"Transportation Agreement"). In consideration of the mutual benefits of such
amendments, Transporter and Shipper hereby amend the Transportation Agreement as
follows:

                1. In the last sentence of Section 1.5 on page 3, the words "60
days" are deleted and are replaced with "150 days."

                2. Section 2.1 "MDQ" is deleted in its entirety and is replaced
with the following:

                2.1 MDQ.

                2.1.1 Initial Service. Subject to the terms,
                conditions and limitations hereof, the MDQ shall
                be 100,000 Mcf per day.

                2.1.2 Option to decrease MDQ. At the Commencement
                Date and at the end of each of the first four
                Contract Years, Shipper shall have the right to
                reduce the MDQ for the remaining term of this
                Agreement, commencing with the next Contract Year
                by up to 25,000 Mcf per day, provided,

<PAGE>

                however, (a) this right shall not be effective
                unless the total MDQ of all firm shippers on
                Transporter's pipeline system totals at least
                525,000 Mcf per day on the date on which Shipper
                seeks to make effective a reduction in its MDQ;
                and (b) Shipper's MDQ never shall be reduced to
                less than 75,000 Mcf per day. Shipper shall
                exercise its right to reduce the MDQ (i) for the
                first Contract Year, by providing written notice
                to Transporter at least 120 days prior to the
                Commencement Date (as estimated by Transporter in
                a notice provided to Shipper at least 150 days
                prior to the Commencement Date) (ii) for the
                second Contract Year, by providing written notice
                at least nine months prior to the end of the
                first Contract Year; and (iii) for each of the
                three Contract Years thereafter, by providing
                written notice at least 12 months before the
                commencement of the Contract Year to which the
                reduction would apply.

                3. Section 3.4 "Rate Parity" is deleted and is replaced with 
the following:

                3.4 Contract Parity. At least 30 days prior to
                the Commencement Date, Transporter shall provide
                Shipper with copies of all firm service
                transportation agreements which provide for the
                transportation of gas from receipt points in
                Wyoming to delivery points in California
                (hereinafter referred to as "MFN Contracts"). At
                Shipper's option ("Election Option"), exercised
                by the giving of written notice five days prior
                to the Commencement Date any MFN Contract will be
                made available to Shipper for the service to be
                provided under this agreement on the same terms
                and conditions as the MFN Contract. If the
                transportation rates (i.e., those transportation
                rates derived from the rate provisions of an MFN
                Contract related to payments for capacity and/or
                throughput volumes) in such MFN Contract are
                mileage or zone-based, the distance for service
                provided thereunder shall be reflected in
                determining Shipper's rate

                               -2-

<PAGE>

                under this Section 3.4. The terms and conditions
                of such MFN Contract, as modified from time to
                time pursuant to such MFN Contract, shall be
                applied to the lesser of Shipper's MDQ or the MDQ
                contained in the MYN Contract, for a term
                extending to the lesser of the remaining term of
                this agreement or the remaining term or date of
                earlier termination, cancellation, or amendment,
                of the MFN Contract. If the MDQ in an MFN
                Contract selected by Shipper is less than
                Shipper's MDQ hereunder, Shipper may apply more
                than one MFN Contract to its service hereunder at
                any given time, until the aggregate MDQ's of the
                MFN Contracts match or exceed Shipper's MDQ,
                provided, however, that if Shipper seeks to apply
                more than one MFN Contract to its service
                hereunder at any given time, Transporter and
                Shipper shall enter into amendments to this
                agreement and/or replacement contracts with
                respect to the portion of Shipper's service to
                which each MFN Contract is to apply and such
                amendments and replacement contracts shall be
                subject to any necessary regulatory approvals.

                At least 30 days prior to the first day of each
                Contract Year, Transporter shall provide Shipper
                with copies of any new MFN Contracts or other MFN
                Contracts which have been amended during the
                previous Contract Year and the applicable rates
                associated with such MFN Contracts. Following
                such notice, and prior to 5 days before the start
                of the Contract Year, Shipper shall have the same
                Election Option as set forth above, exercisable
                under the same terms and conditions.

                4. Article XII is amended to add at page 37 a new Section
12.3, as follows:

                12.3 FERC Regulation. In the event the FERC does not approve in
                its entirety the Transportation Agreement in response to the
                filings made by Transporter at the FERC on July 24, 1990 in
                Docket Nos. CP89-2047-003 and CP89-1794 through CP89-1810, then
                Shipper and Transporter will renegotiate

                                       -3-

<PAGE>


                any rejected provisions of the Transportation Agreement in good
                faith, replacing each such provision with terms that are
                consistent with the FERC's orders on the July 24, 1990 filings.
                It is understood that the MDQ, 15-year contract term and receipt
                and delivery points shall not be changed, unless both parties
                mutually agree to a change. Notwithstanding the foregoing
                commitment, both parties expressly reserve the right to seek
                rehearing and/or judicial review of any modification ordered by
                the FERC.

                If Shipper is in agreement with the foregoing, please so
indicate by signing in the space provided below and return two fully-executed
originals of this document for our records.

                                 Yours very truly,

                                 KERN RIVER GAS TRANSMISSION
                                   COMPANY

                                 BY: /s/ E. J. Holm
                                    -------------------------
                                    E. J. Holm
                                    President
                                    Kern River Corporation

                                 BY: /s/ Cuba Wadlington, Jr.
                                    -------------------------
                                    Cuba Wadlington, Jr.
                                    Vice President
                                    Williams Western Pipeline


Agreed to and accepted:

UNION PACIFIC FUELS, INC.

By: /s/ D. W. Niemiec
   ----------------------
Title:  President
Date:   November 2, 1990


                                      -4-

<PAGE>

[Letterhead of Kern River Gas Transmission Company]                      [LOGO]

                                   1010 Milam St.
                                   P.O. Box 2511
                                   Houston, Texas 77252-2511
                                   (713)757-2131

                                November 2, 1990

                                LETTER AGREEMENT


Mr. Don Niemiec, President
Union Pacific Fuels, Inc.
801 Cherry Street
Fort Worth, Texas 76101

Dear Mr. Niemiec:

                Please refer to that certain Transportation Agreement dated
December 15, 1989 between Kern River Gas Transmission Company ("Transporter")
and Union Pacific Fuels, Inc. ("Shipper"), as amended on July 23, 1990 (the
"Transportation Agreement"), and to the Precedent Agreement dated December 15,
1989, by and among Kern River Gas Transmission Company, Union Pacific Resources
Company ("UPRC") and Union Pacific Fuels, Inc.

                You will recall that on October 3, 1990, Transporter sent to
Shipper a letter advising of the impending date on which Transporter would begin
incurring financial liabilities for the manufacture of the pipe needed to
construct Transporter's interstate natural gas pipeline system from southwestern
Wyoming to Kern County, California, in accordance with certificates issued by
the Federal Energy Regulatory Commission ("FERC") on January 21, 1990. In recent
weeks, Transporter, Shipper and UPRC have discussed at length the matters
addressed in Transporter's letter of October 3. This letter agreement
memorializes the arrangements the parties have mutually agreed upon with
respect to such matters.

                1. This agreement shall be effective on the date it is executed,
unless Transporter fails to receive sufficient commitments for firm
transportation on its pipeline, as provided in paragraph 5(a) below. All parties
shall execute this agreement by November 2, 1990; otherwise, this agreement

<PAGE>

shall terminate. Upon becoming effective, this agreement shall supersede the
Precedent Agreement of December 15, 1989 in its entirety, and such Precedent
Agreement shall be terminated. Except as otherwise expressly provided, this
agreement will terminate on the Commencement Date of the Transportation
Agreement as defined in the Transportation Agreement or at such earlier date as
provided hereunder. Unless otherwise stated herein, all capitalized terms used
in this agreement have the same meaning as the like terms used in the
Transportation Agreement.


        2. The parties agree that 50,000 Mcf per day of the MDQ under the
Transportation Agreement shall be regarded as the "Base Commitment." Shipper and
UPRC shall not enter into any other agreement for the firm transportation of gas
by any other entity which proposes to build a pipeline and transport gas from
Wyoming and Utah to California unless such agreement is expressly for the
transportation of volumes in addition to the Base Commitment. Any public
announcement by Shipper or UPRC of such other agreement shall state that it
pertains to the firm transportation of volumes of gas in addition to the Base
Commitment.

        3. UPRC and Shipper may terminate this agreement and the Transportation
Agreement upon written notice to Kern River within 7 days after the Commencement
Date of the Transportation Agreement, if Transporter has failed by the
Commencement Date to establish the receipt points identified in Exhibit A to the
Transportation Agreement and the delivery point identified in Exhibit B to the
Transportation Agreement. Transporter shall pursue the establishment of such
receipt and delivery points.

        4. (a) On or before December 31, 1990, Transporter and Shipper shall
enter into additional transportation agreements providing Shipper with (1)
25,000 Mcf per day of firm transportation service on Transporter's pipeline
commencing on the Commencement Date; (2) 25,000 Mcf per day of firm
transportation service on Transporter's pipeline commencing on the date five
years after the Commencement Date under the Transportation Agreement, and (3)
25,000 Mcf per day of firm transportation service on Transporter's pipeline
commencing on the date 10 years after the Commencement Date (these three
increments of 25,000 Mcf per day are hereafter collectively referred to as
"Additional Service"). Subject to the receipt of all necessary regulatory
authorizations satisfactory to Transporter and Shipper, Additional Service shall
be provided on the same terms and conditions as service under the Transportation
Agreement, as amended, provided, however, that the remaining terms and
conditions of this paragraph 4 shall apply to Additional Service and shall be
incorporated into the transportation agreements to be entered

                                      -2-

<PAGE>

into pursuant to this paragraph. To the extent that the terms herein are
inconsistent with any terms of the Transportation Agreement, the terms herein
supersede the terms of the Transportation Agreement and shall control with
respect to Additional Service.

        (b) Additional Service will be provided on the capacity of Transporter's
initial, 700,OOO Mcf per day system, if such capacity is available, consistent
with Transporter's tariff, with all applicable laws and regulations, and with
any contractual rights of third parties to utilize such capacity for firm
transportation service under agreements executed by Transporter and such third
parties prior to the date of this agreement.

        (c) If all or a portion of the capacity is not available on
Transporter's system for Additional Service as contemplated in paragraph 4(b)
above, Transporter shall utilize its best efforts to assist Shipper in acquiring

by assignment from other firm shippers on Transporter's pipeline, as provided by
the applicable transportation agreements and terms of Transporter's FERC Gas
Tariff, the right to firm transportation service needed to provide the
additional service contemplated herein.

        (d) If all or a portion of the capacity for any increment of Additional
Service is not available to Shipper by either of the means identified in
paragraphs 4(b) and 4(c) above, Shipper may request an expansion of
Transporter's system. Transporter shall diligently seek FERC authorization to
expand the capacity of its pipeline system, and, unless such expansion would
result in an increase in the Maximum Firm Transportation Rate for Transporter's
existing firm transportation customers, shall utilize its best efforts to obtain
rolled-in rate treatment for such expansion. Upon receipt of such authority to
expand on terms satisfactory to Transporter and Shipper, Transporter shall
promptly undertake such expansion by an amount sufficient to provide the
increment of Additional Service that Shipper seeks, subject to satisfaction of
the following conditions:

        (i) such expansion would not be inconsistent with the rights of third
parties to firm service on Transporter's pipeline under agreements executed by
Transporter and such third parties prior to the date of this agreement; and

        (ii) if the cost of the incremental facilities associated with such
expansion, as estimated by Transporter using techniques generally accepted in
the pipeline industry, when rolled in with the costs of Transporter's
then-existing pipeline system, would result in an increase in the Maximum

                                      -3-

<PAGE>

Firm Transportation Rate for Transporter's existing firm transportation
customers, then Shipper agrees to either (a) reduce the increment of Additional
Service that it seeks to an amount which would result, after the expansion, in
the Maximum Firm Transportation Rate for Transporter's existing firm
transportation customers being no greater than the Maximum Firm Transportation
Rate in effect at the time of Shipper's request for expansion; or (b) be solely
responsible for that portion of the incremental costs, including compressor
fuel, associated with the incremental facilities needed to provide Shipper's
desired increment of Additional Service and which otherwise would result in an
increase in the Maximum Firm Transportation Rate.

        (e) For purposes of ensuring the clarity of this agreement, Transporter
and Shipper agree that if Additional Service is provided through the means
described in paragraph 4(b) above, the Transportation Rate and Transportation
Charges for Additional Service shall be determined in accordance with Article
III of the Transportation Agreement. If any portion of Additional Service is
provided by the means described in paragraph 4(c) above, the rates and charges
for such portion of Additional Service shall be determined in accordance with
the terms of the assignment agreement(s) pursuant to which the portion of
Additional Service is provided. If Additional Service is provided in whole or in
part by the means described in paragraph 4(d) above, the rates and charges for
such Additional Service shall be determined as provided in paragraph 4(d).


        (f) Shipper shall have the right, at the Commencement Date and at the
end of each of the first four Contract Years under its contract for the
increment of Additional Service described in paragraph 4(a)(1), to reduce such
increment of Additional Service for the remaining term of such contract,
commencing with the next Contract Year, by up to 12,500 Mcf per day, provided,
however, that (i) this right shall not be effective unless the total MDQ of all
firm shippers on Transporter's pipeline system totals at least 537,500 Mcf per
day on the date on which Shipper seeks to make effective a reduction in the
paragraph 4(a)(1) increment of Additional Service and (ii) the paragraph 4(a)(1)
increment of Additional Service never shall be reduced to less than 12,500 Mcf
per day. Shipper shall exercise its right to reduce the paragraph 4(a)(1)
increment of Additional service (1) for the first Contract Year under the
contract for such increment, by providing written notice thereof to Transporter
at least 120 days prior to the Commencement Date (as estimated by Transporter in
a notice provided to Shipper at least 150 days prior to the Commencement Date);
(2) for the second Contract Year, by providing written notice at least nine
months prior to the end of the first Contract Year; and (3)

                                      -4-

<PAGE>

for each of the three Contract Years thereafter, by providing written notice at
least 12 months before the commencement of the Contract Year to which the
reduction would apply.

        (g) Shipper shall have the right under its contracts for the increments
of Additional Service described in paragraphs 4(a)(2) and 4(a)(3) to reduce each
such increment of Additional Service by up to 25,000 Mcf per day. Shipper shall
notify Transporter whether Shipper will exercise its right to reduce each such
increment of Additional Service by providing written notice thereof to
Transporter at least 12 months, and no more than 15 months, prior to the date on
which Shipper is entitled to obtain the applicable increment of Additional
Service in accordance with paragraphs 4(a)(2) and 4(a)(3) above.

        (h) Shipper's rights to reduce Additional Service shall terminate with
respect to each increment of Additional Service on the day after the last date
on which it may provide notice to Transporter of a reduction in such increment
pursuant to paragraphs 4(f) and 4(g).

        (i) Notwithstanding anything expressed or implied to the contrary in the
Transportation Agreement or in any MFN Contract, the rights to firm
transportation service additional to the MDQ under the Transportation Agreement
that are provided to Shipper by paragraph 4 of this agreement shall be Shipper's
only rights to such additional service, unless the parties expressly agree
otherwise in writing.

        (j) If this agreement and the Transportation Agreement are terminated
pursuant to paragraphs 5(c), 5(e), or 5(g) below, the transportation agreements
for Additional Service shall terminate on the same date as this agreement and
the Transportation Agreement.

        5. (a) Transporter agrees to construct its pipeline system as presently
certificated by FERC, provided that it receives on or before November 2, 1990

commitments from shippers for the firm transportation of sufficient volumes to
warrant, in Transporter's sole judgment, proceeding with the construction of its
pipeline. If it receives sufficient commitments as provided above, Transporter
shall: (1) on or before November 15, 1990, deposit any monies, make any
payments, or otherwise begin incurring liabilities under the terms of its
purchase orders for the pipe necessary to build its pipeline system; (2)
commence physical construction of its pipeline by January 15, 1991, and
thereafter diligently and continuously pursue such construction; and (3)
complete construction of its pipeline and place it in service by June 1, 1992.

                                      -5-

<PAGE>

        (b) Failure by Transporter to meet any milestone stated in paragraph
5(8) above shall be excused if such failure was caused by delays which are the
result of: any acts of God; strikes; lock-outs; other industrial disturbances;
acts of public enemies; sabotage; breakage of equipment; war; blockades;
insurrections; riots; epidemics; landslides; mudslides; lightning; earthquakes;
extreme cold or freezing weather; floods; hurricanes; storms; fire; wash outs;
unforeseen physical conditions encountered during construction; arrests and
restraints of rulers and peoples; civil disturbances; explosions; breakage or
freezing of or accident to machinery or of lines of pipe; through no fault or
act of Transporter, inability to obtain, or delays in obtaining, pipe, materials
or equipment; compliance with any order of any court or other governmenta1
authority purporting to have jurisdiction; curtailment or suspension of
activities to remedy or avoid an established or alleged violation of federal,
state or local environmental permits or standards; or any other cause of like or
similar kind herein enumerated or otherwise, not within Transporter's control
and which by the exercise of due diligence Transporter could not have prevented.
Transporter's failure to reach any of the milestones stated in paragraph 5(a)
for any of the reasons stated herein shall be deemed not to be a breach of
Transporter's obligations under this agreement, provided, however, that
Transporter shall use reasonable diligence to put itself in a position to carry
out its obligations. Nothing contained herein shall be construed to require
Transporter to settle any strike or lock-out by acceding against its judgement
to the demands of the opposing parties. No such cause excusing Transporter's
failure to achieve any milestone stated in paragraph 5(a) above shall continue
to excuse such failure after the expiration of a reasonable period of time
within which by the use of due diligence Transporter could have remedied the
situation causing its failure to achieve the milestone, nor shall any such cause
excuse Transporter's failure to achieve a milestone of paragraph 5(a) unless
Transporter shall give notice thereof in writing to Shipper with reasonable
promptness and like notice upon termination of such cause. For purposes of
ensuring the clarity of this provision, Transporter and Shipper expressly agree
that failure of Transporter to achieve any milestone of paragraph 5(a) shall not
be excused by the loss of shipper commitments or by the dendency or threat of
litigation, including regulatory proceedings, provided, however, that this
reference to such proceedings shall not alter the scope or meaning of the
preceding terms of this paragraph regarding compliance with orders of courts or
other governmental authorities and curtailment or suspension of activities to
remedy or avoid violations of environmental permits or standards.

                                      -6-


<PAGE>

        (c) If Transporter fails to meet the first milestone of paragraph 5(a)
on the date specified therein, or such later date that may result from delays
excused under the terms of paragraph 5(b), then Shipper and UPRC may terminate
this agreement and the Transportation Agreement upon written notice to
Transporter within 30 days after the applicable milestone date. Transporter
shall incur no liability to Shipper or UPRC or any affiliate of either, and
neither Shipper nor UPRC nor any affiliate of either, shall be entitled to any
remedy, if Transporter fails for any reason to achieve the second milestone of
paragraph 5(a). If Transporter, on or before February 15, 1991, cancels its
contracts for the purchase of the pipe necessary to construct its pipeline, it
shall immediately so notify Shipper and UPRC by providing written notice thereof
to Shipper and UPRC. Within 30 days after receiving notice of Transporter's
cancellation of its pipe contracts prior to February 15, 1991, Shipper and UPRC
may terminate this agreement and the Transportation Agreement. If Shipper and
UPRC terminate this agreement and the Transportation Agreement pursuant to this
paragraph, such termination shall be the exclusive remedy available to Shipper
and UPRC for any unexcused failure of Transporter to achieve the first milestone
of paragraph 5(a) and/or for Transporter's cancellation of its pipe purchase
contracts.

        (d) For each month after June 1, 1992, or such later date that is the
result of delays excused under the terms of paragraph 5(b), that Transporter
fails to complete and place in service its pipeline, Transporter shall pay to
Shipper the lesser of:

        (1)  $l,400,000.00 cash, or

        (2) an amount equal to the result obtained by multiplying (a) the
difference between (i) the average spot market price for gas delivered at the
California/Arizona border for the applicable month, as reported in Natural Gas
Week, less an amount equal to Transporter's then-most-current estimate of its
100% load factor unit rate for firm transportation service, and (ii) the average
spot market price in the Rocky Mountain area for gas delivered into the
Northwest Pipeline Corporation pipeline for the applicable month, as reported in
Natural Gas week, by (b) the difference between (i) 100,000 Mcf per day times
the number of days in the month, and (ii) the total of all volumes purchased by
Transporter or any affiliate of Transporter from Shipper or UPRC or any
affiliate of either during the month pursuant to the purchase option described
in this paragraph at the locations indicated in Exhibit 1 to this agreement.
During the period of delay in the in service date of Transporter's pipeline,
Shipper and UPRC shall exercise good faith efforts

                                      -7-

<PAGE>

to sell to alternate markets volumes of gas otherwise destined for
transportation by Transporter. If, despite such efforts, Shipper and UPRC are
unable to sell such volumes and they desire to sell such volumes to Transporter
or affiliates of Transporter, then each applicable month Transporter or
affiliates of Transporter, at its or their option and in its or their sole

discretion, may purchase from Shipper or UPRC or any affiliate of either the
volumes Shipper and UPRC are unable to sell. Any purchases made pursuant to this
option shall be made at the receipt points listed in Exhibit 1 hereto at the
average spot market price for the month for gas delivered at the California/
Arizona border as reported in Natural Gas Week, less an amount equal to
Transporter's then most current estimate of its 100% load factor unit rate for
firm transportation service. Shipper or UPRC shall advise Transporter at least
15 days in advance of the applicable month of the volumes it is willing to make
available at the receipt points. Within five days after receiving such notice,
Transporter or any affiliate(s) of Transporter shall advise Shipper or UPRC
whether it elects to purchase any of the volumes made available and, if so, what
volumes it will purchase.

        However, Transporter shall not be obligated to make any payments that
this paragraph 5(d) otherwise would require if the delay in completion of
Transporter's pipeline was caused by, or materially contributed to by, any act
or omission of Shipper or UPRC.

        (e) If Transporter fails to complete and place in service its pipeline
for more than 12 months beyond June 1, 1992, or such later date that is the
result at delays excused under the terms of paragraph 5(b) above, Shipper and
UPRC shall have the right to terminate this agreement and the Transportation
Agreement upon 10 days' written notice to Transporter.

        (f) The remedies provided to Shipper and UPRC by paragraphs 5(d) and
5(e) above shall be the exclusive remedies available to Shipper and UPRC for any
unexcused failure of Transporter to achieve the third milestone described in
paragraph 5(a) above. Except as provided in paragraph 5(d), Transporter shall
have no liability whatsoever to Shipper, UPRC or any affiliate of either arising
from, or otherwise related to, any unexcused failure of Transporter to achieve
the third milestone described in paragraph 5(a).

        (g) If Transporter fails to complete and place in service its pipeline
for more than 18 months beyond June 1, 1992, Transporter shall have the right to
terminate this agreement and the Transportation Agreement upon 10 days' written
notice to Shipper and UPRC and Transporter thereafter

                                      -8-

<PAGE>

shall have no further liability to Shipper or UPRC with regard to Transporter's
proposed pipeline system.

        6. Each party to this agreement recognizes the commercial sensitivity of
its existence and its terms. The parties therefore expressly agree that each
shall hold in the strictest confidence, and shall not communicate with any other
parties (other than their respective affiliates, consultants or agents)
regarding, the existence of this agreement, its terms and conditions, and the
contents of the negotiations of which this agreement is the culmination. No
party shall make any public statements regarding the existence or contents of
this agreement without the consent of the other parties. Any breach by Shipper
or UPRC (or any affiliate, consultant or agent thereof) of the terms of this
paragraph shall absolve Transporter of any obligation to make monetary payments

to Shipper that Transporter otherwise might incur under this agreement,
provided, however, that (a) this sentence shall not apply if the breach of this
paragraph results from a cause not within the control of Shipper or UPRC and
which, by the exercise of due diligence, Shipper or UPRC could not have
prevented; (b) this sentence shall not apply unless such a breach has a
material adverse effect on Transporter's business relationship with any other
entity or otherwise causes injury or damage to Transporter; and (c) Shipper and
UPRC shall take steps to control the dissemination of this agreement and its
contents within the corporate organizations of UPRC, Shipper and their parent
corporation to those key employees who are required for legitimate business
reasons to know of this agreement and/or its contents.

        7. Transporter shall pursue diligently the low-interest financing that
may be available from the State of Wyoming and will keep UPRC apprised of
developments regarding such financing and its terms and conditions.

        8. On or before November 15, 1990, Transporter shall provide to UPRC
guaranties, in a form mutually satisfactory to Transporter and UPRC, by
Transporter's parent corporations, Tennessee Gas Pipeline Company and The
Williams Companies Inc., of Transporter's payment obligations under paragraph
5(d) of this agreement.

        9. Transporter shall notify Shipper and UPRC at least three days in
advance of Transporter's commencement of construction of its pipeline. From and
after the earlier of three days after Transporter commences construction of its
pipeline or January 15, 1991, Shipper and UPRC shall support Transporter's
pipeline project and shall indicate such support in all public statements by
Shipper or UPRC related to construction of a new natural gas pipeline from
Wyoming to California.

                                      -9-

<PAGE>

        10. This agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. No assignment or
transfer by any party hereunder shall be made without written approval of the
other parties. Such approval shall not be unreasonably withheld. No such consent
of Transporter or Shipper shall be required when an assignment by Shipper or
Transporter is the result of, and part of, a corporate acquisition, merger or
reorganization; provided that Shipper is given advance notice of such an
assignment by Transporter and such assignment will not have a material adverse
effect on Shipper's economic interests under the Transportation Agreement.
Nothing contained herein shall prevent either party from pledging, mortgaging or
assigning its rights as security for its indebtedness and either party may
assign to the pledgee or mortgagee (or to a trustee for the holder of such
indebtedness) any money due or to become due under this Agreement. As between
the parties hereto, such assignment shall become effective on the first Day of
the Month following written notice that such assignment has been effectuated.

        11. (a) All notices provided for herein shall be given in writing,
addressed as follows:

        If to Kern River:


               Kern River Gas Transmission Company
               P.O. Box 2511
               Houston, TX  77252
               Telecopy:       713-757-7255

               Kern River Gas Transmission Company
               Attention:      Williams Western Operations
               295 Chipeta Way
               P.O. Box 58900
               Salt Lake City, UT  84158-0900
               Telecopy:       801-584-6485

        If to Union:

               Union Pacific Fuels, Inc.
               Attention:      President
               801 Cherry Street
               Fort Worth, TX  76101
               Telecopy:       817-877-6133

        (b) No modification of this agreement shall be made except by the
execution of a written amendment by the parties.

                                      -10-

<PAGE>

        (c) This agreement shall be interpreted and governed by the laws of the
State of Texas.

        If Shipper and UPRC are in agreement with the foregoing, please so
indicate by signing in the space provided below and return two fully-executed
originals of this document for our records.

                                   Yours very truly,

                                   KERN RIVER GAS TRANSMISSION
                                   COMPANY

                                   BY: /s/ E.J. Holm
                                       -------------------------
                                       E.J. Holm
                                       President
                                       Kern River Corporation

                                   BY: /s/ Cuba Wadlington, Jr.
                                       -------------------------
                                       Cuba Wadlington, Jr.
                                       Vice President
                                       Williams Western Pipeline
                                       Company

Agreed to and accepted:


UNION PACIFIC FUELS, INC.

By: /s/ D.W. Niemiec
   ------------------------
Title:  President
Date:   November 2, 1990

        Union Pacific Resources Company executes this agreement for the purpose
of acknowledging its agreement with Paragraphs 1, 2, 5, 6, 8, 9 and 10.

                                        UNION PACIFIC RESOURCES COMPANY

                                        BY: /s/ Robert S. Jackson
                                            ------------------------------
                                        Title: Executive Vice President
                                               and Chief Financial Officer
                                        Date:  November 2, 1990

                                      -11-

<PAGE>

  [LETTERHEAD OF KERN RIVER]                          1010 Milam Street
                                                      P.O. Box 2511
                                                      Houston, Texas 77252-2511
                                                      (713) 757-2131


                                       October 28, 1991


FEDERAL EXPRESS

Union Pacific Fuels, Inc.
801 Cherry Street 
P.O. Box 7 
Fort Worth, TX 76101
Attn: Mark Borer

Re:      Amendment to Firm Transportation
         Agreement Dated December 15, 1989


Dear Mark:

Reference is made to that certain Gas Transportation Agreement ("Agreement")
dated December 15, 1989 by and between Kern River Gas Transmission Company, a
Texas partnership ("Kern River") and Union Pacific Fuels, Inc., a Delaware
Corporation, ("Union Pacific").

WHEREAS, Kern River and Union Pacific desire (i) to amend the existing quality
specifications to match the Southern California Gas Company gas quality
specifications (ii) to reflect new blending procedures; and

NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained Kern River and Union Pacific agree as follows:

Effective as of November 1, 1991:

1.  A new definition to Article I - DEFINITIONS is added as follows: " 1.31
    "Composite Gas Stream" shall mean the composite of all Gas receipts and/or
    nominations from all Shippers for transportation by Kern River. Composite
    Gas Stream shall be the theoretical gas stream that will result from the
    combination of all gas receipts from all Shippers as determined by a
    computer model that utilizes analytical and flow data generated at each of
    the Receipt Points. The computer model determines what the Composite Gas
    Stream composition will be on a feed forward basis."

2.  Article V - QUALITY is deleted in its entirety and substituted therefore
    shall be the attached Article V.

Except as amended herein, all terms and provisions of the Agreement shall remain
in full force and effect as written.


<PAGE>

Mr. Mark Borer
October 28, 1991
Page Two

If the foregoing is in accordance with your understanding of our agreement,
please so indicate by signing and returning to my attention all originals of
this letter. Upon Kern River's execution an original will be forwarded to you
for your files.

Should you have any questions, please do not hesitate in contacting me at (713)
757-5701.

                              Very truly yours, 
                              KERN RIVER GAS TRANSMISSION COMPANY 
                              
                              /s/ Tony Rabago 
                              -------------------
                              Tony Rabago 
                              Account Manager 
                              Transportation Services

ACCEPTED AND AGREED TO:                ACCEPTED AND AGREED TO:             
                                                                           
UNION PACIFIC FUELS, INC.              KERN RIVER GAS TRANSMISSION COMPANY 
                                                                           
/s/ Mark A. Borer                      /s/ E. J. Holm                      
--------------------------             --------------------------
By: Mark A. Borer                      By: E. J. Holm                          
    Attorney-In-Fact                       President                           
                                           Kern River Corporation              
                                                                           
                                                                           
                                       /s/ Cuba Wadlington                 
                                       ---------------------------
                                       By: Cuba Wadlington                     
                                           Vice President & General Manager    
                                           Williams Western Pipeline Company   
                                       

<PAGE>

                            UNION PACIFIC FUELS, INC.

                               ARTICLE V - QUALITY

5.       QUALITY

     5.1  Gas Quality at Delivery Point(s): The Gas delivered by Transporter for
          Shipper at the Delivery Point(s):


          (a)  shall be merchantable Natural Gas commercially free from
               objectionable odors, solid matter, dust, gums, and gum forming
               constituents, or any other substance which interferes with its
               intended purpose, or causes interference with the proper and safe
               operation of the lines, meters, regulators, or other appliances
               through which it may flow,

          (b)  shall contain not more than seven (7) pounds/MMcf of water;

          (c)  shall contain no hydrocarbons in liquid form at the temperature
               and pressure at which the Gas is delivered at the Delivery Point;

          (d)  shall not exceed a hydrocarbon dewpoint in excess of fifteen
               degrees (15 degrees) Fahrenheit at pressures up to 800 psig;

          (e)  shall contain not more than 0.2% by volume of oxygen;

          (f)  shall contain not more than 3.0% by volume of carbon dioxide or
               nitrogen;

          (g)  shall contain not more than a combined total of 4.0% by volume of
               inerts, including carbon dioxide, nitrogen, oxygen and any other
               inert compound;

          (h)  shall contain not more than 0.25 grain of hydrogen sulfide per
               100 Cubic Feet of Gas (the gas shall not contain any entrained
               hydrogen sulfide treatment chemical (solvent) or its
               by-products);

          (i)  shall contain not more than 0.3 grains of mercaptan sulfur per
               100 Cubic Feet of Gas;

          (j)  shall contain not more than 0.75 grains of total sulfur per 100
               Cubic Feet of Gas;

          (k)  shall not contain any toxic or hazardous substance, in
               concentrations which, in the normal use of the Gas, results in an
               unacceptable risk to health, is injurious to pipeline facilities,
               is a limit to merchantability or contrary to applicable
               governmental standards;

          (l)  shall have a minimum total heating value of not less than nine

               hundred seventy (970) Btu's per Cubic Foot of Gas on a dry basis;

<PAGE>

          (m)  shall have a temperature of not less than forty degrees 
               (40 degrees) Fahrenheit, and not more than one hundred twenty 
              degrees (120 degrees) Fahrenheit.

     5.2  Gas Quality at Receipt Point(s):

          Gas nominated or delivered by Shipper to Transporter at the Receipt
          Point(s) for Transportation shall comport with the requirements set
          forth in Section 5.1 herein, or be subject to rejection and
          non-acceptance by Transporter pursuant to Section 5.5 (with the
          exception of the Gas blending rights contained in Section 5.3).

     5.3  Gas Blending Rights: Notwithstanding Section 5.2, if the Composite Gas
          Stream contains less than ninety-five (95)% of the maximum allowable
          concentrations of hydrogen sulfide (5.1(h)), mercaptan sulfur
          (5.1(i)), total sulfur (5.1(j)), nitrogen or carbon dioxide (5.1(f)),
          or total inerts (5.1(g)), then Transporter shall allow reduced
          restrictions on said Gas components as described below and Shipper may
          tender, at any Receipt Point, Gas which contains not more than:

          (a)  One (1) grain of hydrogen sulfide per 100 Cubic Feet of Gas,
               subject to the condition that the volume weighted average
               hydrogen sulfide content of the Composite Gas Stream does not 
               exceed 0.25 grain per 100 Cubic Feet of Gas; and

          (b)  Ten (10) grains of total sulfur per 100 Cubic Feet of Gas,
               provided that the volume weighted average total sulfur content of
               the Composite Gas Stream does not exceed 0.75 grain per 100 Cubic
               Feet of Gas; and

          (c)  Five (5) grains of mercaptan sulfur per 100 Cubic Feet of Gas,
               subject to the condition that the volume weighted average
               mercaptan sulfur content of the Composite Gas Stream does not
               exceed 0.30 grain per 100 Cubic Feet of Gas; and

          (d)  Four percent (40%) by volume of carbon dioxide, subject to the
               condition that the volume weighted average carbon dioxide content
               of the Composite Gas Stream does not exceed three percent (3.0%),
               subject to Section 5.3(e) below; and

          (e)  Six percent (6.0%) by volume of nitrogen subject to the condition
               that the volume weighted average nitrogen content of the
               Composite Gas Stream shall not exceed three percent (3.0%),
               subject to Section 5.3(f) below; and

          (f)  Six percent (6.0%) by volume of inerts, subject to the condition
               that the volume weighted average total inerts of the Composite
               Gas Stream shall not exceed four percent (4.0%).

<PAGE>


     5.4  Quality Tests:

          (a)  Location of Tests. The quality of the Gas received and delivered
               by Transporter hereunder shall be determined by tests which
               Transporter shall cause to be made at each Receipt Point and
               other locations along its system.

          (b)  Specification for Tests. Transporter shall determine the Total
               Heating Value of Gas and its component analysis at least once
               each Month in accordance with the Gas Measurement Committee
               Report No. 3 prepared by the Gas Measurement Committee of the
               American Gas Association, dated September 1985 or any subsequent
               revisions (AGA-3). Such determination shall be made using either
               an on-line chromatograph or by chromatographic analysis of a
               representative sample of Gas taken with a continuous flow
               proportional sampler. Chromatography shall be performed in
               accordance with Gas Processors Association (GPA) publications
               2261-86 and 2286-86 or any subsequent revisions. The values of
               the physical constants for the Gas components shall be determined
               by the use of the physical constants listed in Table 5 of AGA-3.
               For components of the Gas not listed in said Table 5, GPA
               publication 2145-88 or any subsequent revision shall be used.

          (c)  Non-Hydrocarbon Tests. Tests shall be made to determine the total
               sulfur, hydrogen sulfide, mercaptans, carbon dioxide, nitrogen
               and oxygen content of the Gas, and the hydrocarbon dew point and
               water vapor content of such Gas by approved standard methods in
               general use in the gas industry. Tests shall be made frequently
               enough to assure that the Gas continuously conforms to the
               quality requirements.

     5.5  Failure to Conform:

          (a)  If the Gas offered for Transportation by Shipper shall fail at
               any time to conform to any of the specifications set forth in
               Section 5.2, then Transporter shall have the right, upon written
               (including by telecopy) or oral notice to Shipper to be followed
               by written notice, to immediately refuse to accept all or any
               portion of such Gas.

          (b)  Notwithstanding the foregoing, however, in the event the
               provisions of Section 5.3 are in effect, the following procedures
               shall apply:

               (i)  When the calculated quality of the Composite Gas Stream
                    approaches 90% of the allowable maximums for those Gas
                    components whose specifications are subject to blending,
                    then Transporter shall notify all Shippers whose Gas does
                    not conform with Section 5.1.

               (ii) When the calculated quality of the Composite Gas Stream
                    equals or exceeds 95% of the allowable maximums for those
                    Gas components whose specifications are subject to

                    blending, Transporter shall immediately notify all Shippers
                    whose Gas does not conform, that Transporter will commence
                    curtailing receipt of their Gas in the following manner:

                    1)   Transporter shall determine which Gas nominations or
                         receipts do not conform with Section 5.1. For each
                         Shipper, whose Gas nominations or deliveries to
                         Transporter do not conform with

<PAGE>

                         Section 5.1, Transporter shall identify the quantity
                         of the Gas component that is in excess of the limits
                         set forth in Section 5.1, compute a total thereof for
                         all such Shippers, and calculate the percentage of said
                         total for each such Shipper.

                    2)   The calculated percentage shall be used to determine
                         the quantity of non-conforming component that each of
                         the non-conforming Shippers must eliminate from its Gas
                         nominations and/or receipts, in order to bring said
                         Composite Gas Stream back to within 93%, of the
                         quality specification described in Section 5.1. The
                         required reduction of the non-conforming component, as
                         well as the newly calculated maximum allowable
                         concentration of the non-conforming component in
                         Shipper's Gas deliveries to Transporter, shall be
                         communicated to each of the non-conforming Shippers.

                    3)   Shipper shall reduce the non-conforming component to
                         the maximum allowable concentration in 5.5(b)(ii)(2)
                         above by either replacing nominated or existing Gas
                         deliveries to Transporter with Gas containing less of
                         the non-conforming component or by reducing nominations
                         or deliveries of non-conforming Gas until, inclusive of
                         the reductions of non-conforming components similarly
                         required of any other non-conforming Shippers, the
                         Composite Gas Stream is again calculated not to exceed
                         93% of the requirements of Section 5.1 herein.

                    4)   Should Shipper fail to take adequate corrective action
                         to comply with Transporter's requirements, Transporter
                         shall have the right to curtail certain receipts 
                         from Shipper as described in Section 5.5(a) above 
                         and it shall be relieved of its obligations hereunder 
                         to the extent of rightful suspension for the duration 
                         of such time as the Gas does not meet such 
                         specifications, provided, however, that Transporter 
                         shall not apply the provisions of this Section 5.5 to 
                         Shipper in a manner less favorable than Transporter 
                         applies the same or similar provisions to other 
                         shippers, and provided further that Transporter shall 
                         not apply the provisions of this Section 5.5 to 
                         Shipper so long as the aggregate of all Gas tendered 

                         to Transporter by Shipper at all Receipt Points 
                         complies with the quality specifications of Section 
                         5.2 herein.

          (c)  Continuation of Obligation to Pay: In the event Transporter
               refuses to accept Gas tendered by Shipper because such Gas does
               not conform to the specifications set forth herein, Shipper shall
               within a reasonable time make a diligent effort to correct such
               failure by treatment or dehydration consistent with prudent
               operations and by means which are economically feasible in
               Shipper's opinion so as to deliver Gas conforming to the above
               specifications. Shipper shall not be relieved of its obligation
               to pay any Monthly Demand Charge provided for in Shipper's
               Transportation Service Agreement during the time such Gas does
               not conform to the specifications set forth herein.


          (d)  Transporter shall deliver to Shipper Gas which conforms to the
               quality specifications of Section 5.1 herein. If Transporter
               fails to deliver gas which

<PAGE>

               conforms to such quality specifications, then the Monthly Demand
               Charge Amount for the Month in which such failure occurs shall be
               reduced by an amount calculated by multiplying each Mcf of
               non-conforming Gas tendered but not delivered by Transporter to
               Shipper by an amount equal to the applicable Monthly Reservation
               Rate divided by the number of days in such Month, provided
               however, that if during the Month of Transporter's non-conforming
               deliveries, Transporter receives from Shipper Gas which does not
               conform to the quality specifications of this Article V, all
               non-conforming volumes received by Transporter from Shipper
               during such Month shall be subtracted from the volumes of
               non-conforming deliveries by Transporter to Shipper before the
               amount of the reduction to the Monthly Demand Charge Amount is
               calculated.

<PAGE>

  [LETTERHEAD OF KERN RIVER]                          1010 Milam Street
                                                      P.O. Box 2511
                                                      Houston, Texas 77252-2511
                                                      (713) 757-2131

FEDERAL EXPRESS


                                January 23, 1992


Union Pacific Fuels, Inc.
801 Cherry Street
P. 0. Box 7
Fort Worth, TX 76101
Attn: Mark Borer

Re:      Amendment to Firm Transportation
         Agreement Dated December 15, 1989


Dear Mark:

Reference is made to that certain Gas Transportation Agreement ("Agreement")
dated December 15, 1989 by and between Kern River Gas Transmission Company, a
Texas partnership ("Kern River") and Union Pacific Fuels, Inc., a Delaware
Corporation, ("Union Pacific").

WHEREAS, Kern River and Union Pacific desire (i) to amend the existing Exhibit
"A" Receipt Points to provide Union Pacific reduced operating pressures and
plant pipeline connections at Receipt Points 5, 6 and 7 of the attached Exhibit
"A" as a result of Kern River's addition of the Anschutz and E. Painter
compression and related facilities and (ii) to provide additional Delivery
Points as noted on the attached Exhibit "B"; and

NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained Kern River and Union Pacific agree as follows:

Effective as of February 11th, 1992:

Exhibit "A" and "B" are deleted in their entirety and substituted therefore
shall be the attached Exhibit "A" and "B".

Except as amended herein, all terms and provisions of the Agreement shall remain
in full force and effect as written.

If the foregoing is in accordance with your understanding of our agreement,
please so indicate by signing and returning to my attention all originals of
this letter. Upon Kern River's execution an original will be forwarded to you
for your files.



<PAGE>

Mr. Mark Borer
January 23, 1992
Page Two

Should you have any questions, please do not hesitate in contacting me at (713)
757-5701.

                             Very truly yours,

                             KERN RIVER GAS TRANSMISSION COMPANY

                             /s/ Tony Rabago

                             Tony Rabago
                             Account Manager
                             Transportation Services

ACCEPTED AND AGREED TO:                 ACCEPTED AND AGREED TO:           
                                                                          
UNION PACIFIC FUELS, INC.               KERN RIVER GAS TRANSMISSION       
                                          COMPANY                         
/s/ Mark A. Borer                                                         
----------------                        /s/ E.J. Holm                     
By:                                     ---------------------------       
                                        E.J. Holm                         
                                        President                         
                                        Kern River Corporation            
                                                                          
                                                                          
                                        /s/ Cuba Wadlington               
                                        ---------------------------        
                                        Cuba Wadlington                   
                                        Vice President & General Manager  
                                        Williams Western Pipeline Company 

<PAGE>

                                 AMENDMENT TO
                                  EXHIBIT "A"
                 of the Firm Transportation Service Agreement
                                   between
              KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
                        and UNION PACIFIC FUELS, INC.
                           Date: December 15, 1989

                                RECEIPT POINTS

                                                   Maximum    
                                                   Receipt
                                 Transporter's     Pressure     Maximum
Description                      Meter Number      p.s.i.g.     Receipt Volumes
(Note 1)                         (Note 2)          (Note 4)     MCF Per Day
-----------                      -------------     --------     ---------------

Upstream of Muddy Creek:
1. Opal Gas Plant                    1-4001          TBD           35,000
2. Colorado Interstate Gas (CIG)     1-4008          TBD           20,000
3. Northwest Pipeline                1-4002          TBD           30,000
4. Overland Trail Transmission       TBD             TBD           15,000
   (Note 3)

Downstream of Muddy Creek:
5. Painter NGL/NRU                   1-4005          900           10,000
6. Anschutz Ranch East               1-4006        1,050           10,000
7. Whitney Canyon/
   Canyon Creek Compression          1-4004          900            5,000
8. Questar Pipeline                  1-4007        1,212           55,000

Notes:
(1)  During periods of time when Transporter's other firm shippers are
     nominating and utilizing their full allocated portion of their MDQ for all
     Receipt Points on the upstream side of the Transporter's Muddy Creek
     Compressor and such volumes exceed the Muddy Creek Compressor's capacity
     from time to time, Shipper's total Firm Service rights for capacity at
     Receipt Points upstream of Transporter's Muddy Creek Compressor under this
     Agreement with Transporter shall be limited to 50 MMCFD for such combined
     Receipt Points. During periods of time when Transporter's firm shippers are
     not nominating and utilizing their full allocated portion of their MDQ
     upstream of Muddy Creek, Shipper shall be entitled to utilize as Firm
     Service receipt volumes upstream of Muddy Creek up to a maximum receipt
     volumes of 100 MMCFD. Shipper will have the right to reallocate, upon three
     (3) business days notice pursuant to Section 15.1, the maximum receipt
     volumes upstream of Muddy Creek among the Opal, CIG, Northwest Pipeline 
     Receipt Point(s), and any other new Receipt Points upstream of Muddy Creek 
     which Shipper requests Transporter to install in accordance with Section 
     6.1.1. Receipt Points 5. through 8. are to be located downstream of the 
     Kern River's Muddy Creek Compressor Station. In the event of a curtailment 
     of Firm Service on the inlet side of Transporter's Muddy Creek Compressor, 
     Transporter shall use 50 MMCFD as the base to determine Shipper's pro rata

     portion under Section 14.1(c) of this Agreement. 
(2)  Transporter will accept Shipper's gas at the inlet side of Transporter's
     meter. 
(3)  Pipeline connection to be mutually determined sometime after the Kern River
     in-service date. All connection and related costs including tap, side valve
     and meter are to be paid by the Shipper. Prior to in-service of Receipt
     Point 4 the Shipper can nominate on as available firm service basis up to
     an additional 20 MMCF per day at Receipt Point 3, subject to Note (1).
(4)  The Maximum Receipt Pressures shall be based upon the maximum delivery
     pressure requirements, if any, under the various interconnect agreements
     between the transporter and upstream transporters at Receipt Points 2, 3,
     and 4 and the plant operator at Receipt Point 1. 
TBD  To be determined.

<PAGE>

                                 AMENDMENT TO
                                 EXHIBIT "B"
                 of the Firm Transportation Service Agreement
                                   between
              KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
                        and UNION PACIFIC FUELS, INC.
                           Date: December 15, 1989

                                    
                               DELIVERY POINTS


                                                     Maximum   Maximum Delivery
                                                     Delivery  Volume
Description                           Transporter's  Pressure  MCF Per Day
(Note 1)                              Meter Number   p.s.i.g   (Note 2)
--------                              ------------   -------   --------

1. Interconnection of Transporter's       2-5011     TBD        89,000
   System and Southern California
   Gas Company at SoCal Gas line 225
   Wheeler Ridge

2. China Grade                            2-5006     450         9,100

3. Boron                                  2-5002     650        11,000

4. Coolwater Station                      2-5001     775            TBD

5. Apex                                   2-4002     450            TBD

TBD - To be determined.

Note:
(1)  Receipt Points w, 3, 4 and 5 will not be available until after the Kern
     River in-service date.

(2)  The Maximum Delivery Volume for all Delivery Points in the aggregate
     shall not exceed 109.1 MMcf per day unless otherwise agreed to by Kern 
     River. However, the aggregate actual delivery volumes shall not exceed the
     Shipper's MDQ.

<PAGE>

                            [LETTERHED OF KERN RIVER]


                                 April 22, 1992


VIA TELECOPY

Mr. Rob Lindsey
Union Pacific Fuels, Inc.
801 Cherry Street
Fort Worth, TX 76101

Re:      Transportation Service Agreement


1.   Kern River agrees to withdraw its February 26, 1992 and March 23, 1992
     notices of the Commencement Date and not provide a Commencement Date prior
     to May 1, 1992, provided however, the February 26, 1992 Notice of
     Commencement Date shall continue to be effective for purposes of the
     termination right contained in paragraph 3 of the November 2, 1990 letter
     agreement between Kern River and Union Pacific, but nothing else contained
     herein shall alter or change the obligations and rights of Kern River and
     Union Pacific under such letter agreement. Kern River shall provide Union
     Pacific Fuels at least four (4) business days advance notification of the
     Second Notice of Commencement Date.

2.   Union Pacific Fuels will not hold Kern River liable for any reliance on the
     February 26, 1992 and March 23, 1992 notices, for any failure by Kern River
     to provide firm service or for any failure by Kern River to deliver gas
     that does not meet the quality specification in Section 5.1 (b) contained
     in Union Pacific Fuel's firm transportation agreement or any matters
     related thereto. Nothing contained herein shall require UPFI to indemnify
     Kern for any claims asserted against it with respect to the foregoing
     matters, provided however, UPFI will indemnify Kern River for any claims
     asserted against Kern River by any affiliate or subsidiary of UPFI with
     respect to the foregoing matters.

3.   Nothing contained in paragraph 2 above shall be considered a waiver of any
     rights that Union Pacific Fuels may have after Kern River provides the
     Second Notice of Commencement Date for any failure by Kern River from and
     after such date to (i) provide firm service, or (ii) to deliver gas that
     does not meet the quality specifications in Section 5.1(b) of Union Pacific
     Fuel's firm transportation agreement.

4.   Prior to the Commencement Date set forth in the Second Notice of
     Commencement Date, Kern River agrees to operate under Section 3.2 of Union
     Pacific's firm transportation agreement to provide service on a best effort
     basis, to charge a volumetric charge equal to the Authorized Overrun Rate
     and to maintain priority of service equal to all other firm shippers.



<PAGE>

Rob Lindsey
April 22, 1992
Page Two

     Prior to the Commencement Date set forth in the Second Notice of
     Commencement Date, gas tendered by the Shipper and received but not
     accepted by SoCalGas due to excess water vapor content will be treated as
     an imbalance volume.

5.   Subject to Kern's ability to receive such volumes, Union Pacific will 
     provide on a reasonable efforts basis at the firm transportation agreement
     receipt points, 50 MMCFD per day of gas for transportation effective April
     1, 1992 and continuing through Commencement Date.

6.   Kern River agrees to provide at its expense a receipt point tie-in and
     connection for Union Pacific's proposed 12 inch or 16 inch Overland Trail
     Pipeline and measurement facilities capable of receiving 15 MMCF per day of
     gas, provided, however, Union Pacific Fuels may at its expense, upgrade the
     receipt point measurement facilities to enable such point to accommodate
     volumes in excess of 15 MMCF per day.

7.   This Agreement contains proprietary and confidential information. Union
     Pacific and Kern agree to keep this Agreement and the terms of this
     Agreement confidential. Disclosure by either party may cause the other
     party substantial economic damage; however, neither party shall be held
     liable for the disclosure of any information contained herein, as required
     by any governmental authority or agencies.


UNION PACIFIC FUELS, INC.               KERN RIVER GAS TRANSMISSION COMPANY  
                                                                             
/s/ Mark A. Borer                       /s/ E.J. Holm
--------------------------              --------------------
Title: Attorney-In-Fact                 E.J. Holm
                                        President                            

<PAGE>


 [LETTERHEAD OF KERN RIVER]                       1010 Milam Street
                                                  P.O. Box 2511
                                                  Houston, Texas 77252-2511
                                                  (713) 757-2131

                                  June 23, 1992

Union Pacific Fuels, Inc.
801 Cherry Street
P.O. Box 7
Fort Worth, TX  76101
Attn: Rob Lindsey

Re:      Amendment to Firm Transportation Agreement
         Dated December 15, 1989, as Amended


Dear Rob:

Reference is made to that certain Gas Transportation Agreement ("Agreement")
dated December 15, 1989, by and between Kern River Gas Transmission Company, a
Texas partnership ("Kern River") and Union Pacific Fuels, Inc., a Delaware
Corporation, ("Union Pacific"), as amended.

WHEREAS, Kern River and Union Pacific ("Parties") amended Exhibit "A" and "B" of
the referenced Agreement which was effective on February 11, 1992; and

WHEREAS, be Parties desire to amend Exhibit "B" of such Agreement to
reflect the requirements of the Parties; and

NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, Kern River and Union Pacific agree as follows:

Effective as of February 15, 1992

1.   Exhibit "B" of the referenced Agreement is deleted in its entirety and
     replaced with Exhibit "B" attached hereto.

2.   Failure to have Receipt Point 4 of Exhibit "A" of the referenced Agreement
     and Delivery Points 2, 3, 4 and 5 of Exhibit "B" attached hereto in service
     on May 1, 1992 shall not affect the Commencement Date of the referenced
     agreement for the purpose of (i) Union Pacific's waiver of termination
     rights as set forth in the February 6, 1992 Agreement between the parties;
     or (ii) the definition of Commencement Date under Section 1.5 of the
     Agreement.

3.   In order to provide Union Pacific flexibility until some of its end users
     are ready to take gas, Union Pacific shall have a maximum delivery volume
     per day at Delivery Point I of 89,000 Mcf per day until August 1, 1992.



<PAGE>

Mr. Rob Lindsey
June 23, 1992
Page Two

Except as amended herein, all terms and provisions of the Agreement shall remain
in full force and effect as written.

If the foregoing is in accordance with your understanding of our agreement,
please so indicate by signing and returning to my attention all originals of
this letter. Upon Kern River's execution, an original will be forwarded to you
for your files.

                             Sincerely,

                             /s/ Tony Rabago            
                             -----------------------                           
                             Tony Rabago                
                             Account Manager            
                             Transportation Services    
                             
ACCEPTED AND AGREED TO:               ACCEPTED AND AGREED TO:              
                                                                           
UNION PACIFIC FUELS, INC.             KERN RIVER GAS TRANSMISSION COMPANY  
                                                                           

By: /s/ Mark A. Borer                 By:  /s/ E. J. Holm
    ------------------                     ----------------------------------
    By: Vice President                      E. J. Holm
                                            President, Kern River Corporation
 

                                      By: /s/ Cuba Wadlington, Jr.
                                          -----------------------------------
                                          Cuba Wadlington, Jr.                 
                                          Vice President & General Manager     
                                          Williams Western Pipeline Company    

<PAGE>

                           EFFECTIVE FEBRUARY 15, 1992

                                  AMENDMENT TO
                                   EXHIBIT "B"
                  of the Firm Transportation Service Agreement
                                     between
                KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
                          and UNION PACIFIC FUELS, INC.
                             Date: December 15, 1989

                                DELIVERY POINTS

                                                                    Maximum 
                                                         Maximum    Delivery
                                                         Delivery    Volume
                                           Transporter's Pressure  MCF Per Day
Description                                Meter Number  p.s.i.g     (Note 2)
-----------                                ------------  -------     --------

     1.    Interconnection of Transporter's   2-5011     TBD         84,000
           System and Southern California
           Gas Company at SoCalGas line 225
           Wheeler Ridge

     2.    China Grade                        2-5006     450         15,600
     3.    Boron                              2-5002     650         11,000
     4.    Coolwater Station                  2-5001     775         Note 1
     5.    Apex                               2-4002     450         Note 1

TBD - To be determined

Notes:

(1)  Delivery Points 4 and 5 can be utilized only to the extent capacity is
     available at those points. To the extent Shipper reduces deliveries to
     Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
     make pursuant to Section 15.3 of the Agreement a corresponding delivery at
     Delivery Points 4 and 5 equal to the reduced volume at Delivery Point 1,
     provided however, the total volume at Delivery Points 4 and 5 shall not
     exceed 40,000 MCF per day. Any future FERC filings relating to the
     establishment of alternate delivery points for all firm shippers shall not
     alter the rights of Shipper under Section 15.3 provided however, to the
     extent Transporter makes such FERC filings Shipper's rights at Delivery
     Points 4 and 5 shall be equal to the rights given to all firm shippers at
     such alternate points.

(2)  The Maximum Delivery Volume for all Delivery Points in the aggregate shall
     not exceed 110.6 MMCF per day. The aggregate actual delivery volumes shall
     not exceed the Shipper's MDQ.

<PAGE>

                                                        Initial for ID Purposes
                                                        Transporter____________
                                                        Shipper    ____________

                                 THIRD AMENDED
                                  EXHIBIT "A"
                        of the Transportation Agreement
                                    between
                KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
                    and UNION PACIFIC FUELS, INC. (Shipper)
                            Date: December 15, 1989

                                 RECEIPT POINTS
                                                               
                                                     Maximum
                                                     Receipt            
                                      Transporter's  Pressure  Maximum 
Description                           Meter Number   p.s.i.g.  Receipt Volumes
(Note 1)                              (Note 2)       (Note4)   Mcf Per Day
-----------                           -------------  --------  -----------

Upstream of Muddy Creek:
1. Opal Gas Plant                       1-4001          TBD       35,000
2. Colorado Interstate Gas (CIG)        1-4008          TBD       20,000
3. Northwest Pipeline                   1-4002          TBD       30,000
4. Overland Trail Transmission          TBD             TBD       15,000
   (Note 3)

Downstream of Muddy Creek:
5. Painter NGL/NRU                      1-4005          900       10,000
6. Anschutz Ranch East                  1-4006        1,050       10,000
7. Whitney Canyon/
   Canyon Creek Compression             1-4004          900       10,000
                                                                  ------
8. Questar Pipeline                     1-4007        1,212       50,000
                                                                  ------

Notes:
(1)    During periods of time when Transporter's other firm shippers are 
       nominating and utilizing their full allocated portion of their MDQ for
       all Receipt Points on the upstream side of the Transporter's Muddy Creek
       Compressor and such volumes exceed the Muddy Creek Compressor's capacity
       from time to time, Shipper's total Firm Service rights for capacity at
       Receipt Points upstream of Transporter's Muddy Creek Compressor under
       this Agreement with Transporter shall be limited to 50 MMCFD for such
       combined Receipt Points. During periods of time when Transporter's firm
       shippers are not nominating and utilizing their full allocatad portion of
       their MDQ upstream of Muddy Creek, Shipper shall be entitled to utilize
       as Firm Service receipt volumes upstream of Muddy Creek up to a maximum
       receipt volumes of 100 MMCFD. Shipper will have the right to reallocate,
       upon three (3) business days notice pursuant to Section 15.1, the maximum
       receipt volumes upstream of Muddy Creek among the Opal, CIG, Northwest

       Pipeline Receipt Point(s), and any other new Receipt Points upstream of
       Muddy Creek which Shipper requests Transporter to install in accordance
       with Section 6.1.1. Receipt Points 5. through 8. are to be located
       downstream of the Kern River's Muddy Creek Compressor Station. In the
       event of a curtailment of Firm Service on the inlet side of Transporter's
       Muddy Creek Compressor, Transporter shall use 50 MMCFD as the base to
       determine Shipper's pro rata portion under Section 14. 1 (c) of this
       Agreement.
(2)    Transporter will accept Shipper's gas at the inlet side of Transporter's
       meter. 
(3)    Pipeline connection to be mutually determined sometime after the Kern 
       River in-service date. All connection and related costs including tap,
       side valve and meter are to be paid by the Shipper. Prior to in-service 
       of Receipt Point 4 the Shipper can nominate on as available firm service
       basis up to an additional 20 MMCF per day at Receipt Point 3, subject to
       Note (1). 
(4)    The Maximum Receipt Pressures shall be based upon the maximum delivery
       pressure requirements, if any, under the various interconnect agreements
       between the transporter and upstream transporters at Receipt Points 2, 3
       and 4 and the plant operator at Receipt Point 1. 

TBD To be determined.
 
<PAGE>

                                                        Initial for ID Purposes
                                                        Transporter____________
                                                        Shipper    ____________

                                 THIRD AMENDED
                                  EXHIBIT "B"
                        of the Transportation Agreement
                                    between
               KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
                    and UNION PACIFIC FUELS, INC. (Shipper)
                            Date: December 15, 1989

                                DELIVERY POINTS

                                                     Maximum   Maximum Delivery
                                                     Delivery  Volume
                                      Transporter's  Pressure  MCF Per Day
Description                           Meter Number   p.s.i.g.  (Note 2)
-----------                           -------------  --------  -----------

1. Interconnection of Transporter's       2-5011     TBD          75,000
   System and Southern California
   Gas Company at SoCal Gas line 225
   Wheeler Ridge

2. China Grade                            2-5006     450          15,600

3. Boron                                  2-5002     650          11,000

4. Coolwater Station                      2-5001     775           Note 1

5. Apex                                   2-4002     450           Note 1

6. Kern Front                             2-5010     400           Note 3

7. S. Midway                              2-5012     400           Note 3

8. McKittrick                             2-5019     400           Note 3

TBD - To be determined.

Notes:
(1)    Delivery Points 4 and 5 can be utilized only to the extent capacity 
       is available at those points. To the extent Shipper reduces deliveries to
       Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
       make pursuant to Section 15.3 of the Agreement a corresponding delivery
       at Delivery Points 4 and 5 equal to the reduced volume at Delivery Point
       1, provided however, the total volume at Delivery Points 4 and 5 shall
       not exceed 40,000 MCF per day. Any future FERC filings relating to the
       establishment of alternate delivery points for all firm shippers shall
       not alter the rights of Shipper under Section 15.3 provided however, to
       the extent Transporter makes such FERC filings Shipper's rights at

       Delivery Points 4 and 5 shall be equal to the rights given to all firm
       shippers at such alternate points.

(2)    The Maximum Delivery Volume for all Delivery Points in the aggregate 
       shall not exceed 110.6 MMCF per day. The aggregate actual delivery
       volumes shall not exceed the Shipper's MDQ.

(3)    The Shipper's utilization of 9,000 MCF per day between Delivery Points 
       6, 7, and 8 is subject to the availability of firm capacity at such 
       points.

<PAGE>

                                                        Initial for ID Purposes
                                                        Transporter ___________
                                                        Shipper     ___________

                           EFFECTIVE OCTOBER 1, 1992
                                 FOURTH AMENDED
                                   EXHIBIT "A" 
                        of the Transportation Agreement
                                    between
               KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
                     and UNION PACIFIC FUELS, INC. (Shipper)
                             Date: December 15, 1989

                                 RECEIPT POINTS
                                                     Maximum
                                                     Receipt
                                      Transporter's  Pressure  Maximum
Description                           Meter Number   p.s.i.g   Receipt Volumes
(Note 1)                              (Note 2)       (Note 4)  Mcf Per Day
-----------                           -------------  --------  -----------

Upstream of Muddy Creek:
1. Opal Gas Plant                        1-4001          TBD      35,000
2. Colorado Interstate Gas (CIG)         1-4008          TBD      20,000
3. Northwest Pipeline                    1-4002          TBD      30,000
4. Overland Trail Transmission           TBD             TBD      15,000
   (Note 3)

Downstream of Muddy Creek:
5. Painter NGL/NRU                       1-4005          900      10,000
6. Anschutz Ranch East                   1-4006        1,050      10,000
7. Whitney Canyon/
   Canyon Creek Compression              1-4004          900      20,000
                                                                  ------
8. Questar Pipeline                      1-4007        1,212      40,000 
                                                                  ------

Notes:
(1)    During periods of time when Transporter's other firm shippers are 
       nominating and utilizing their full allocated portion of their MDQ for
       all Receipt Points on the upstream side of the Transporter's Muddy Creek
       Compressor and such volumes exceed the Muddy Creek Compressor's capacity
       from time to time, Shipper's total Firm Service rights for capacity at
       Receipt Points upstream of Transporter's Muddy Creek Compressor under
       this Agreement with Transporter shall be limited to 50 MMCFD for such
       combined Receipt Points. During periods of time when Transporter's firm
       shippers are not nominating and utilizing their full allocated portion of
       their MDQ upstream of Muddy Creek, Shipper shall be entitled to utilize
       as Firm Service receipt volumes upstream of Muddy Creek up to a maximum
       receipt volumes of 100 MMCFD. Shipper will have the right to reallocate,
       upon three (3) business days notice pursuant to Section 15.1, the maximum
       receipt volumes upstream of Muddy Creek among the Opal, CIG, Northwest

       Pipeline Receipt Point(s), and any other new Receipt Points upstream of
       Muddy Creek which Shipper requests Transporter to install in accordance
       with Section 6.1.1. Receipt Points 5. through 8. are to be located
       downstream of the Kern River's Muddy Creek Compressor Station. In the
       event of a curtailment of Firm Service on the inlet side of Transporter's
       Muddy Creek Compressor, Transporter shall use 50 MMCFD as the base to
       determine Shipper's pro rata portion under Section 14.1 (c) of this
       Agreement. 
(2)    Transporter will accept Shipper's gas at the inlet side of Transporter's
       meter. 
(3)    Pipeline connection to be mutually determined sometime after the Kern 
       River in-service date. All connection and related costs including tap
       side valve and meter are to be paid by the Shipper. Prior to in-service 
       of Receipt Point 4 the Shipper can nominate on as available firm service
       basis up to an additional 20 MMCF per day at Receipt Point 3, subject to
       Note (1). 
(4)    The Maximum Receipt Pressures shall be based upon the maximum delivery 
       pressure requirements, if any, under the various interconnect agreements
       between the transporter and upstream transporters at Receipt Points 2, 3,
       and 4 and the plant operator at Receipt Point 1. 
TBD    To be determined.

<PAGE>

                                                        Initial for ID Purposes
                                                        Transporter ___________
                                                        Shipper     ___________


                           EFFECTIVE OCTOBER 1, 1992
                                 FOURTH AMENDED
                                  EXHIBIT "B"
                        of the Transportation Agreement
                                    between
               KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
                     and UNION PACIFIC FUELS, INC. (Shipper)
                            Date: December 15, 1989

                                DELIVERY POINTS


                                                     Maximum   Maximum Delivery
                                                     Delivery  Volume
                                      Transporter's  Pressure  MCF Per Day
Description                           Meter Number   p.s.i.g.  (Note 2)
-----------                           -------------  --------  -----------

1. Interconnection of Transporter's      2-5011         TBD      75,000
   System and Southern California
   Gas Company at SoCal Gas line 225
   WheelerRidge

2. China Grade                           2-5006         450      15,600
3. Boron                                 2-5002         650      11,000
4. Coolwater Station                     2-5001         775        Note 1
5. Apex                                  2-4002         450        Note 1
6. Kern Front                            2-5010         400        Note 3
7. S. Midway                             2-5012         400        Note 3
8. McKittrick                            2-5019         400        Note 3

TBD - To be determined.

Notes:

(1)    Delivery Points 4 and 5 can be utilized only to the extent capacity is
       available at those points. To the extent Shipper reduces deliveries to 
       Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
       make pursuant to Section 15.3 of the Agreement a corresponding delivery
       at Delivery Points 4 and 5 equal to the reduced volume at Delivery Point
       1, provided however, the total volume at Delivery Points 4 and 5 shall
       not exceed 40,000 MCF per day. Any future FERC filings relating to the
       establishment of alternate delivery points for all firm shippers shall 
       not alter the right of Shipper under Section 15.3 provided however, to 
       the extent Transporter makes such FERC filings Shipper's rights at 
       Delivery Points 4 and 5 shall be equal to the rights given to all firm 
       shippers at such alternate points. 


(2)    The Maximum Delivery Volume for all Delivery Points in the aggregate 
       shall not exceed 110.6 MMCF per day. The aggregate actual delivery 
       volumes shall not exceed the Shipper's MDQ.

(3)    The Shipper's utilization of 9,000 MCF per day between Delivery Points 6,
       7, and 8 is subject to the availability of firm capacity at such points.

<PAGE>

                                                         Initial for ID Purposes
                                                         Transporter ___________
                                                         Shipper     ___________
                                                                    

                           EFFECTIVE NOVEMBER 1, 1992
                                  FIFTH AMENDED
                                   EXHIBIT "A"
                         of the Transportation Agreement
                                     between
                KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
                     and UNION PACIFIC FUELS, INC. (Shipper)
                             Date: December 15, 1989

                                 RECEIPT POINTS

                                                      Maximum
                                                      Receipt
                                       Transporter's  Pressure  Maximum
Description                            Meter Number   p.s.i.g   Receipt Volumes
(Note 1)                               (Note 2)       (Note 4)  Mcf Per Day
--------                               ------------   --------  -----------

Upstream of Muddy Creek:
1. Opal Gas Plant                          1-4001          TBD       35,000
2. Colorado Interstate Gas (CIG)           1-4008          TBD       20,000
3. Northwest Pipeline                      1-4002          TBD       30,000
4. Overland Trail Transmission             TBD             TBD       15,000
   (Note 3)

Downstream of Muddy Creek:
5. Painter NGL/NRU                         1-4005          900       10,000
6. Anschutz Ranch East                     1-4006        1,050       10,000
7. Whitney Canyon/
   Canyon Creek Compression                1-4004          900       20,000
8. Questar Pipeline                        1-4007        1,212       40,000

Notes:

(1)  During periods of time when Transporter's other firm shippers are
     nominating and utilizing their full allocated portion of their MDQ for all
     Receipt Points on the upstream side of the Transporter's Muddy Creek
     Compressor and such volumes exceed the Muddy Creek Compressor's capacity
     from time to time, Shipper's total Firm Service rights for capacity at
     Receipt Points upstream of Transporter's Muddy Creek Compressor under this
     Agreement with Transporter shall be limited to 50 MMCFD for such combined
     Receipt Points. During periods of time when Transporter's firm shippers are
     not nominating and utilizing their full allocated portion of their MDQ
     upstream of Muddy Creek, Shipper shall be entitled to utilize as Firm
     Service receipt volumes upstream of Muddy Creek up to a maximum receipt
     volumes of 100 MMCFD. Shipper will have the right to reallocate, upon three
     (3) business days notice pursuant to Section 15.1, the maximum receipt

     volumes upstream of Muddy Creek among the Opal, CIG, Northwest Pipeline
     Receipt Point(s), and any other new Receipt Points upstream of Muddy Creek
     which Shipper requests Transporter to install in accordance with Section
     6.1.1. Receipt Points 5. through 8. are to be located downstream of the
     Kern River's Muddy Creek Compressor Station. In the event of a curtailment
     of Firm Service on the inlet side of Transporter's Muddy Creek Compressor,
     Transporter shall use 50 MMCFD as the base to determine Shipper's pro rata
     portion under Section 14.1(c) of this Agreement. 
(2)  Transporter will accept Shipper's gas at the inlet side of Transporter's 
     meter. 
(3)  Pipeline connection to be mutually determined sometime after the Kern River
     in-service date. Prior to in-service of Receipt Point 4 the Shipper can
     nominate on as available firm service basis up to an additional 20 MMCF per
     day at Receipt Point 3, subject to Note (1). 
(4)  The Maximum Receipt Pressures shall be based upon the maximum delivery 
     pressure requirements, if any, under the various interconnect agreements 
     between the transporter and upstream transporters at Receipt Points 2, 3, 
     and 4 and the plant operator at Receipt Point 1.

TBD To be determined.

<PAGE>

                                                         Initial for ID Purposes
                                                         Transporter ___________
                                                         Shipper     ___________
                                                                    

                           EFFECTIVE NOVEMBER 1, 1992
                                  FIFTH AMENDED
                                   EXHIBIT "B"
                         of the Transportation Agreement
                                     between
                KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
                     and UNION PACIFIC FUELS, INC. (Shipper)
                             Date: December 15, 1989

                                 DELIVERY POINTS

                                                      Maximum   Maximum Delivery
                                                      Delivery  Volume
                                       Transporter's  Pressure  MCF Per Day
Description                            Meter Number   p.s.i.g   (Note 2)
-----------                            ------------   -------   -----------

1. Interconnection of Transporter's       2-5011      TBD        75,000
   System and Southern California
   Gas Company at SoCal Gas line 225
   Wheeler Ridge

2. China Grade                            2-5006      450        15,600

3. Boron                                  2-5002      650        11,000

4. Coolwater Station                      2-5001      775           Note 1

5. Apex                                   2-4002      450           Note 1

6. Kern Front                             2-5010      400           Note 3

7. S. Midway                              2-5012      400           Note 3

8. McKittrick                             2-5019      400           Note 3

TBD - To be determined.

Notes:

(1)  Delivery Points 4 and 5 can be utilized only to the extent capacity is
     available at those points. To the extent Shipper reduces deliveries to
     Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
     make pursuant to Section 15.3 of the Agreement a corresponding delivery at
     Delivery Points 4 and 5 equal to the reduced volume at Delivery Point 1,
     provided however, the total volume at Delivery Points 4 and 5 shall not
     exceed 40,000 MCF per day. Any future FERC filings relating to the

     establishment of alternate delivery points for all firm shippers shall not
     alter the rights of Shipper under Section 15.3 provided however, to the
     extent Transporter makes such FERC filings Shipper's rights at Delivery
     Points 4 and 5 shall be equal to the rights given to all firm shippers at
     such alternate points.
(2)  The Maximum Delivery Volume for all Delivery Points in the aggregate shall
     not exceed 110.6 MMCF per day. The aggregate actual delivery volumes shall
     not exceed the Shipper's MDQ.
(3)  The Shipper's utilization of 9,000 MCF per day between Delivery Points 6,
     7, and 8 is subject to the availability of firm capacity at such points.

<PAGE>

                                                         Initial for ID Purposes
                                                         Transporter ___________
                                                         Shipper     ___________
                                                                    

                           EFFECTIVE DECEMBER 1, 1992
                                  SIXTH AMENDED
                                   EXHIBIT "A"
                         of the Transportation Agreement
                                     between
                KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
                     and UNION PACIFIC FUELS, INC. (Shipper)
                             Date: December 15, 1989


                                 RECEIPT POINTS

                                                      Maximum
                                                      Receipt
                                       Transporter's  Pressure  Maximum
Description                            Meter Number   p.s.i.g   Receipt Volumes
(Note 1)                               (Note 2)       (Note 4)  Mcf Per Day
--------                               ------------   --------  -----------

Upstream of Muddy Creek:
1. Opal Gas Plant                          1-4001          TBD      35,000
2. Colorado Interstate Gas (CIG)           1-4008          TBD      20,000
3. Northwest Pipeline                      1-4002          TBD      30,000
4. Overland Trail Transmission             TBD             TBD      15,000
   (Note 3)

Downstream of Muddy Creek:
5. Painter NGL/NRU                         1-4005          900      10,000
6. Anschutz Ranch East (Note 5)            1-4006        1,050      20,000
7. Whitney Canyon/
   Canyon Creek Compression                1-4004          900      20,000
8. Questar Pipeline                        1-4007        1,212      30,000

Notes:

(1)  During periods of time when Transporter's other firm shippers are
     nominating and utilizing their full allocated portion of their MDQ for all
     Receipt Points on the upstream side of the Transporter's Muddy Creek
     Compressor and such volumes exceed the Muddy Creek Compressor's capacity
     from time to time, Shipper's total Firm Service rights for capacity at
     Receipt Points upstream of Transporter's Muddy Creek Compressor under this
     Agreement with Transporter shall be limited to 50 MMCFD for such combined
     Receipt Points. During periods of time when Transporter's firm shippers are
     not nominating and utilizing their full allocated portion of their MDQ
     upstream of Muddy Creek, Shipper shall be entitled to utilize as Firm
     Service receipt volumes upstream of Muddy Creek up to a maximum receipt
     volumes of 100 MMCFD. Shipper will have the right to reallocate, upon three

     (3) business days notice pursuant to Section 15.1, the maximum receipt
     volumes upstream of Muddy Creek among the Opal, CIG, Northwest Pipeline
     Receipt Point(s), and any other new Receipt Points upstream of Muddy Creek
     which Shipper requests Transporter to install in accordance with Section 6.
     1. 1. Receipt Points 5. through 8. are to be located downstream of the Kern
     River's Muddy Creek Compressor Station. In the event of a curtailment of
     Firm Service on the inlet side of Transporter's Muddy Creek Compressor,
     Transporter shall use 50 MMCFD as the base to determine Shipper's pro rata
     portion under Section 14. 1 (c) of this Agreement.

(2)  Transporter will accept Shipper's gas at the inlet side of Transporter's
     meter.

(3)  Prior to in-service of Receipt Point 4 the Shipper can nominate on as
     available firm service basis up to an additional 20 MMCF per day at Receipt
     Point 3, subject to Note (1).

(4)  The Maximum Receipt Pressures shall be based upon the maximum delivery
     pressure requirements, if any, under the various interconnect agreements
     between the transporter and upstream transporters at Receipt Points 2, 3,
     and 4 and the plant operator at Receipt Point 1.

(5)  Transporter may utilize Anschutz receipt point for up to 20 MMcfd, 10 MMcfd
     of which will be subject to capacity availability at that point (Alternate
     Receipt Point). To the extent that on any given day there is insufficient
     capacity at the Alternate Receipt Point to satisfy all requests for
     capacity by Shipper and other firm shippers utilizing such point as an
     Alternative Receipt Point, then Shipper and such other firm shippers shall
     be allocated capacity at the Alternate Receipt Point on a pro rata basis in
     proportion to each shipper's respective MDQ. This Alternate Receipt Point
     utilization and allocation methodology shah be superseded by any alternate
     receipt point tariff provision filed by Transporter and accepted by the
     FERC.

TBD To be determined.

<PAGE>

                                                         Initial for ID Purposes
                                                         Transporter ___________
                                                         Shipper     ___________
                                                                     

                           EFFECTIVE DECEMBER 1, 1992
                                  SIXTH AMENDED
                                   EXHIBIT "B"
                         of the Transportation Agreement
                                     between
                KERN RIVER GAS TRANSMISSION COMPANY (Transporter)
                     and UNION PACIFIC FUELS, INC. (Shipper)
                             Date: December 15, 1989

                                 DELIVERY POINTS

                                                      Maximum   Maximum Delivery
                                                      Delivery  Volume
                                       Transporter's  Pressure  MCF Per Day
Description                            Meter Number   p.s.i.g   (Note 2)
-----------                            ------------   -------   -----------

1. Interconnection of Transporter's       2-5011      TBD        75,000
   System and Southern California
   Gas Company at SoCal Gas line 225
   Wheeler Ridge

2. China Grade                            2-5006      450        15,600

3. Boron                                  2-5002      650             0

4. Coolwater Station                      2-5001      775           Note 1

5. Apex                                   2-4002      450           Note 1

6. Chevron 17Z                           2-5020      400           11,000

7. Kern Front                             2-5010      400           (0)

8. S. Midway                              2-5012      400           (0)

9. McKittrick                             2-5019      400           (0)

TBD - To be determined.

Notes:

(1)  Delivery Points 4 and 5 can be utilized only to the extent capacity is
     available at those points. To the extent Shipper reduces deliveries to
     Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
     make pursuant to Section 15.3 of the Agreement a corresponding delivery at
     Delivery Points 4 and 5 equal to the reduced volume at Delivery Point 1,

     provided however, the total volume at Delivery Points 4 and 5 shall not
     exceed 40,000 MCF per day. Any future FERC filings relating to the
     establishment of alternate delivery points for all firm shippers shall not
     alter the rights of Shipper under Section 15.3 provided however, to the
     extent Transporter makes such FERC filings Shipper's rights at Delivery
     Points 4 and 5 shall be equal to the rights given to all firm shippers at
     such alternate points.

(2)  The Maximum Delivery Volume for all Delivery Points in the aggregate shall
     not exceed 110.6 MMCF per day. The aggregate actual delivery volumes shall
     not exceed the Shipper's MDQ.



<PAGE>

                           SEVENTH AMENDED EXHIBIT "A"
                         to the Transportation Agreement
                            Dated December 15, 1989
                                 by and between
                       KERN RIVER GAS TRANSMISSION COMPANY
                                       and
                           UNION PACIFIC FUELS, INC.
                         Effective as of January 1, 1993
             Shipper's Maximum Daily Quantity: 100,000 Mcf per day

                                 RECEIPT POINTS
                                                               
                                                     Maximum
                                                     Receipt            
                                      Transporter's  Pressure  Maximum 
Description                           Meter Number   p.s.i.g.  Receipt Volumes
(Note 1)                              (Note 2)       (Note4)   Mcf Per Day
-----------                           -------------  --------  -----------

Upstream of Muddy Creek:
1. Opal Gas Plant                       1-4001          TBD       35,000
2. Colorado Interstate Gas (CIG)        1-4008          TBD       20,000
3. Northwest Pipeline                   1-4002          TBD       30,000
4. Overland Trail Transmission          TBD             TBD       15,000
   (Note 3)

Downstream of Muddy Creek:
5. Painter NGL/NRU                      1-4005          900       10,000
6. Anschutz Ranch East (Note 5)         1-4006        1,050       10,000
7. Whitney Canyon/
   Canyon Creek Compression             1-4004          900       20,000
                                                                  ------
8. Questar Pipeline                     1-4007        1,212       30,000
                                                                  ------

Notes:
(1)    During periods of time when Transporter's other firm shippers are 
       nominating and utilizing their full allocated portion of their MDQ for
       all Receipt Points on the upstream side of the Transporter's Muddy Creek
       Compressor and such volumes exceed the Muddy Creek Compressor's capacity
       from time to time, Shipper's total Firm Service rights for capacity at
       Receipt Points upstream of Transporter's Muddy Creek Compressor under
       this Agreement with Transporter shall be limited to 50 MMCFD for such
       combined Receipt Points. During periods of time when Transporter's firm
       shippers are not nominating and utilizing their full allocatad portion of
       their MDQ upstream of Muddy Creek, Shipper shall be entitled to utilize
       as Firm Service receipt volumes upstream of Muddy Creek up to a maximum
       receipt volumes of 100 MMCFD. Shipper will have the right to reallocate,
       upon three (3) business days notice pursuant to Section 15.1, the maximum
       receipt volumes upstream of Muddy Creek among the Opal, CIG, Northwest

       Pipeline Receipt Point(s), and any other new Receipt Points upstream of
       Muddy Creek which Shipper requests Transporter to install in accordance
       with Section 6.1.1. Receipt Points 5. through 8. are to be located
       downstream of the Kern River's Muddy Creek Compressor Station. In the
       event of a curtailment of Firm Service on the inlet side of Transporter's
       Muddy Creek Compressor, Transporter shall use 50 MMCFD as the base to
       determine Shipper's pro rata portion under Section 14.1(c) of this
       Agreement.
(2)    Transporter will accept Shipper's gas at the inlet side of Transporter's
       meter. 
(3)    Pipeline connection to be mutually determined sometime after the Kern 
       River in-service date. All connection and related costs including tap,
       side valve and meter are to be paid by the Shipper. Prior to in-service 
       of Receipt Point 4 the Shipper can nominate on as available firm service
       basis up to an additional 20 MMCF per day at Receipt Point 3, subject to
       Note (1). 
(4)    The Maximum Receipt Pressures shall be based upon the maximum delivery
       pressure requirements, if any, under the various interconnect agreements
       between the transporter and upstream transporters at Receipt Points 2, 3
       and 4 and the plant operator at Receipt Point 1. 
(5)    Transporter may utilize Anschutz receipt point for up to 20 MMcfd, 10
       MMcfd of which will be subject to capacity availability at that point
       (Alternate Receipt Point). To the extent that on any given day there is
       insufficient capacity at the Alternate Receipt Point to satisfy all 
       requests for capacity by Shipper and other firm shippers utilizing such
       point as an Alternative Receipt Point, then Shipper and such other firm
       shippers shall be allocated capacity at the Alternate Receipt Point on
       a pro rata basis in proportion to each shipper's respective MDQ. This
       Alternate Receipt Point utilization and allocation methodology shall be
       superseded by any alternate receipt point tarrif provision filed by
       Transporter and accepted by the FERC.

TBD To be determined.

Initialized for Identification Purposes: Transporter________ Shipper_________

<PAGE>

                           SEVENTH AMENDED EXHIBIT "B"
                         to the Transportation Agreement
                                 by and between
                       KERN RIVER GAS TRANSMISSION COMPANY
                                       and
                           UNION PACIFIC FUELS, INC.
                         Effective as of January 1, 1993
             Shipper's Maximum Daily Quantity: 100,000 Mcf per day

                                DELIVERY POINTS

                                                     Maximum   Maximum Delivery
                                                     Delivery  Volume
                                      Transporter's  Pressure  MCF Per Day
Description                           Meter Number   p.s.i.g.  (Note 2)
-----------                           -------------  --------  -----------

1. Interconnection of Transporter's       2-5011     TBD          73,000
   System and Southern California
   Gas Company at SoCal Gas line 225
   Wheeler Ridge

2. China Grade                            2-5006     450          10,600

3. Boron                                  2-5002     650           7,000

4. Coolwater Station                      2-5001     775           Note 1

5. Apex                                   2-4002     450           Note 1

6. Chevron 17Z                            2-5020     400           -0-

7. Kern Front                             2-5010     400           20,000
                                                                   (Note 3)

7. S. Midway                              2-5012     400           (0)

8. McKittrick                             2-5019     400           (0)

TBD - To be determined.

Notes:
(1)    Delivery Points 4 and 5 can be utilized only to the extent capacity 
       is available at those points. To the extent Shipper reduces deliveries to
       Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
       make pursuant to Section 15.3 of the Agreement a corresponding delivery
       at Delivery Points 4 and 5 equal to the reduced volume at Delivery Point
       1, provided however, the total volume at Delivery Points 4 and 5 shall
       not exceed 40,000 MCF per day. Any future FERC filings relating to the
       establishment of alternate delivery points for all firm shippers shall
       not alter the rights of Shipper under Section 15.3 provided however, to
       the extent Transporter makes such FERC filings Shipper's rights at

       Delivery Points 4 and 5 shall be equal to the rights given to all firm
       shippers at such alternate points.

(2)    The Maximum Delivery Volume for all Delivery Points in the aggregate 
       shall not exceed 110.6 MMCF per day. The aggregate actual delivery
       volumes shall not exceed the Shipper's MDQ.

(3)    The Shipper's utilization of 20,000 Mcf per day between Delivery Point 7 
       is subject to the availability of firm capacity at such point.

Initialized for Identification Purposes: Transporter________ Shipper_________

<PAGE>

                             EIGHTH AMENDED EXHIBIT
                         of the Transportation Agreement
                            Dated December 15, 1989
                                 by and between
                       KERN RIVER GAS TRANSMISSION COMPANY
                                       and
                            UNION PACIFIC FUELS, INC.
               Effective from February 1, 1993 - February 28, 1993
             Shipper's Maximum Daily Quantity; 100,000 Mcf per day

                                 RECEIPT POINTS
                                                               
                                                     Maximum
                                                     Receipt            
                                      Transporter's  Pressure  Maximum 
Description                           Meter Number   p.s.i.g.  Receipt Volumes
(Note 1)                              (Note 2)       (Note 4)  Mcf Per Day
-----------                           -------------  --------  -----------

Upstream of Muddy Creek:
1. Opal Gas Plant                       1-4001          TBD       35,000
2. Colorado Interstate Gas (CIG)        1-4008          TBD       20,000
3. Northwest Pipeline                   1-4002          TBD       15,000
4. Overland Trail Transmission          TBD             TBD       30,000
   (Note 3)

Downstream of Muddy Creek:
5. Painter NGL/NRU                      1-4005          900       10,000
6. Anschutz Ranch East (Note 5)         1-4006        1,050       28,000
7. Whitney Canyon/
   Canyon Creek Compression             1-4004          900       16,300
                                                                  ------
8. Questar Pipeline                     1-4007        1,212       25,700
                                                                  ------

Notes:
(1)    During periods of time when Transporter's other firm shippers are 
       nominating and utilizing their full allocated portion of their MDQ for
       all Receipt Points on the upstream side of the Transporter's Muddy Creek
       Compressor and such volumes exceed the Muddy Creek Compressor's capacity
       from time to time, Shipper's total Firm Service rights for capacity at
       Receipt Points upstream of Transporter's Muddy Creek Compressor under
       this Agreement with Transporter shall be limited to 50 MMCFD for such
       combined Receipt Points. During periods of time when Transporter's firm
       shippers are not nominating and utilizing their full allocatad portion of
       their MDQ upstream of Muddy Creek, Shipper shall be entitled to utilize
       as Firm Service receipt volumes upstream of Muddy Creek up to a maximum
       receipt volumes of 100 MMCFD. Shipper will have the right to reallocate,
       upon three (3) business days notice pursuant to Section 15.1, the maximum
       receipt volumes upstream of Muddy Creek among the Opal, CIG, Northwest
       Pipeline Receipt Point(s), and any other new Receipt Points upstream of
       Muddy Creek which Shipper requests Transporter to install in accordance

       with Section 6.1.1. Receipt Points 5. through 8. are to be located
       downstream of the Kern River's Muddy Creek Compressor Station. In the
       event of a curtailment of Firm Service on the inlet side of Transporter's
       Muddy Creek Compressor, Transporter shall use 50 MMCFD as the base to
       determine Shipper's pro rata portion under Section 14.1(c) of this
       Agreement.
(2)    Transporter will accept Shipper's gas at the inlet side of Transporter's
       meter. 
(3)    Prior to in-service of Receipt Point 4 the Shipper can nominate on as
       available firm service basis up to an additional 20 MMCF per day at 
       Receipt Point 3, subject to Note (1).
(4)    The Maximum Receipt Pressures shall be based upon the maximum delivery
       pressure requirements, if any, under the various interconnect agreements
       between the transporter and upstream transporters at Receipt Points 2, 3
       and 4 and the plant operator at Receipt Point 1. 
(5)    Transporter may utilize Anschutz receipt point for up to 28 MMcfD, 18 
       MMcfd of which will be subject to capacity availability at that point
       (Alternate Receipt Point). To the extent that on any given day there is
       insufficient capacity at the Alternate Receipt Point to satisfy all 
       requests for capacity by Shipper and other firm shippers utilizing such
       point as an Alternative Receipt Point, then Shipper and such other firm 
       shippers shall be allocated capacity at the Alternate Receipt Point on a
       pro rata basis in proportion to each shipper's respective MDQ. This
       alternate receipt point tariff provision filed by Transporter and 
       and accepted by the FERC.

TBD To be determined.
Initialed for Identification Purposes:  Transporter_________  Shipper________

<PAGE>

                             EIGHTH AMENDED EXHIBIT
                        of the Transportation Agreement
                             Dated December 15, 1989
                                 by and between
                       KERN RIVER GAS TRANSMISSION COMPANY
                                       and
                           UNION PACIFIC FUELS, INC.
               Effective from February 1, 1993 - February 28, 1993
             Shipper's Maximum Daily Quantity: 100,000 Mcf per day

                                DELIVERY POINTS

                                                     Maximum   Maximum Delivery
                                                     Delivery  Volume
                                      Transporter's  Pressure  MCF Per Day
Description                           Meter Number   p.s.i.g.  (Note 2)
-----------                           -------------  --------  -----------

1.  Interconnection of Transporter's      2-5011     TBD          68,000
    System and Southern California
    Gas Company at SoCal Gas line 225
    Wheeler Ridge

2.  China Grade                           2-5006     450          10,600

3.  Boron                                 2-5002     650           6,000

4.  Coolwater Station                     2-5001     775           Note 1

5.  Apex                                  2-4002     450           Note 1

6.  Chevron 17Z                           2-5020     400           (0)

7.  Kern Front                            2-5010     400           (Note 3)

8.  S. Midway                             2-5012     400           (Note 3)

9.  McKittrick                            2-5019     400           (Note 3)

10. Kern River Station                    2-5005     400           6,000
TBD - To be determined.

Notes:
(1)    Delivery Points 4 and 5 can be utilized only to the extent capacity 
       is available at those points. To the extent Shipper reduces deliveries to
       Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
       make pursuant to Section 15.3 of the Agreement a corresponding delivery
       at Delivery Points 4 and 5 equal to the reduced volume at Delivery Point
       1, provided however, the total volume at Delivery Points 4 and 5 shall
       not exceed 40,000 MCF per day. Any future FERC filings relating to the
       establishment of alternate delivery points for all firm shippers shall
       not alter the rights of Shipper under Section 15.3 provided however, to

       the extent Transporter makes such FERC filings Shipper's rights at
       Delivery Points 4 and 5 shall be equal to the rights given to all firm
       shippers at such alternate points.

(2)    The Maximum Delivery Volume for all Delivery Points in the aggregate 
       shall not exceed 110.6 MMCF per day. The aggregate actual delivery
       volumes shall not exceed the Shipper's MDQ.

(3)    The Shipper's utilization of 9,000 MCF per day between Delivery Points 6,
       7, and 8 is subject to the availability of firm capacity at such point.

Initialed for Identification Purposes:  Transporter_________  Shipper_________

<PAGE>

                            NINTH AMENDED EXHIBIT A
                        to the Transportation Agreement
                            Dated December 15, 1989
                                 by and between
                       KERN RIVER GAS TRANSMISSION COMPANY
                                       and
                            UNION PACIFIC FUELS, INC.
                         Effective from March 1, 1993
             Shipper's Maximum Daily Quantity; 100,000 Mcf per day

                                 RECEIPT POINTS
                                                               
                                                       Maximum
                                                       Receipt            
                                        Transporter's  Pressure  Maximum 
Description                             Meter Number   p.s.i.g.  Receipt Volumes
(Note 1)                                (Note 2)       (Note 4)  Mcf Per Day
-----------                             -------------  --------  -----------

Upstream of Muddy Creek:
1. Opal Gas Plant                         1-4001          TBD       35,000
2. Colorado Interstate Gas (CIG)          1-4008          TBD       20,000
3. Northwest Pipeline                     1-4002          TBD       15,000
                                                                    ------
4. Overland Trail Transmission (Note 3)   TBD             TBD       30,000
                                                                    ------

Downstream of Muddy Creek:
5. Painter NGL/NRU                        1-4005          900       10,000
6. Anschutz Ranch East (Note 5)           1-4006        1,050       28,000
7. Whitney Canyon/
   Canyon Creek Compression               1-4004          900       16,300
                                                                    ------
8. Questar Pipeline                       1-4007        1,212       25,700
                                                                    ------

Notes:
(1)    During periods of time when Transporter's other firm shippers are 
       nominating and utilizing their full allocated portion of their MDQ for
       all Receipt Points on the upstream side of the Transporter's Muddy Creek
       Compressor and such volumes exceed the Muddy Creek Compressor's capacity
       from time to time, Shipper's total Firm Service rights for capacity at
       Receipt Points upstream of Transporter's Muddy Creek Compressor under
       this Agreement with Transporter shall be limited to 50 MMCFD for such
       combined Receipt Points. During periods of time when Transporter's firm
       shippers are not nominating and utilizing their full allocated portion of
       their MDQ upstream of Muddy Creek, Shipper shall be entitled to utilize
       as Firm Service receipt volumes upstream of Muddy Creek up to a maximum
       receipt volumes of 100 MMCFD. Shipper will have the right to reallocate,
       upon three (3) business days notice pursuant to Section 15.1, the maximum
       receipt volumes upstream of Muddy Creek among the Opal, CIG, Northwest
       Pipeline Receipt Point(s), and any other new Receipt Points upstream of

       Muddy Creek which Shipper requests Transporter to install in accordance
       with Section 6.1.1. Receipt Points 5. through 8. are to be located
       downstream of the Kern River's Muddy Creek Compressor Station. In the
       event of a curtailment of Firm Service on the inlet side of Transporter's
       Muddy Creek Compressor, Transporter shall use 50 MMCFD as the base to
       determine Shipper's pro rata portion under Section 14.1(c) of this
       Agreement.
(2)    Transporter will accept Shipper's gas at the inlet side of Transporter's
       meter. 
(3)    Prior to in-service of Receipt Point 4 the Shipper can nominate on as
       available firm service basis up to an additional 20 MMCF per day at 
       Receipt Point 3, subject to Note (1).
(4)    The Maximum Receipt Pressures shall be based upon the maximum delivery
       pressure requirements, if any, under the various interconnect agreements
       between the transporter and upstream transporters at Receipt Points 2, 3
       and 4 and the plant operator at Receipt Point 1. 
(5)    Transporter may utilize Anschutz receipt point for up to 28 MMcfD, 18 
       MMcfd of which will be subject to capacity availability at that point
       (Alternate Receipt Point). To the extent that on any given day there is
       insufficient capacity at the Alternate Receipt Point to satisfy all 
       requests for capacity by Shipper and other firm shippers utilizing such
       point as an Alternative Receipt Point, then Shipper and such other firm 
       shippers shall be allocated capacity at the Alternate Receipt Point on a
       pro rata basis in proportion to each shipper's respective MDQ. This
       Alternate Receipt Point utilization and allocation methodology shall be
       superseded by any alternate receipt point tariff provision filed by
       Transporter and accepted by the FERC.

TBD To be determined.
Initialed for Identification Purposes:  Transporter_________  Shipper________

<PAGE>

                             NINTH AMENDED EXHIBIT B
                        to the Transportation Agreement
                             Dated December 15, 1989
                                 by and between
                       KERN RIVER GAS TRANSMISSION COMPANY
                                       and
                           UNION PACIFIC FUELS, INC.
                         Effective from March 1, 1993
             Shipper's Maximum Daily Quantity: 100,000 Mcf per day

                                DELIVERY POINTS

                                                     Maximum   Maximum Delivery
                                                     Delivery  Volume
                                      Transporter's  Pressure  MCF Per Day
Description                           Meter Number   p.s.i.g.  (Note 2)
-----------                           -------------  --------  -----------

1.  Interconnection of Transporter's      2-5011     TBD          84,000
    System and Southern California
    Gas Company at SoCal Gas line 225
    Wheeler Ridge

2.  China Grade                           2-5006     450          15,600

3.  Boron                                 2-5002     650          11,000

4.  Coolwater Station                     2-5001     775           Note 1

5.  Apex                                  2-4002     450           Note 1

6.  Chevron 17Z                           2-5020     400           (0)

7.  Kern Front                            2-5010     400           (Note 3)

8.  S. Midway                             2-5012     400           (Note 3)

9.  McKittrick                            2-5019     400           (Note 3)

10. Kern River Station                    2-5005     400           (0)
TBD - To be determined.

Notes:
(1)    Delivery Points 4 and 5 can be utilized only to the extent capacity 
       is available at those points. To the extent Shipper reduces deliveries to
       Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
       make pursuant to Section 15.3 of the Agreement a corresponding delivery
       at Delivery Points 4 and 5 equal to the reduced volume at Delivery Point
       1, provided however, the total volume at Delivery Points 4 and 5 shall
       not exceed 40,000 MCF per day. Any future FERC filings relating to the
       establishment of alternate delivery points for all firm shippers shall
       not alter the rights of Shipper under Section 15.3 provided however, to

       the extent Transporter makes such FERC filings Shipper's rights at
       Delivery Points 4 and 5 shall be equal to the rights given to all firm
       shippers at such alternate points.

(2)    The Maximum Delivery Volume for all Delivery Points in the aggregate 
       shall not exceed 110.6 MMCF per day. The aggregate actual delivery
       volumes shall not exceed the Shipper's MDQ.

(3)    Shipper's utilization of 20,000 Mcf per day between Delivery Points 7
       8, and 9 is subject to the availability of firm capacity at such point.

Initialed for Identification Purposes:  Transporter_________  Shipper_________

<PAGE>

                             TENTH AMENDED EXHIBIT
                        to the Transportation Agreement
                            Dated December 15, 1989
                                 by and between
                       KERN RIVER GAS TRANSMISSION COMPANY
                                       and
                            UNION PACIFIC FUELS, INC.
                            Effective April 1, 1993
             Shipper's Maximum Daily Quantity: 100,000 Mcf per day

                                DELIVERY POINTS

                                                                 Maximum
                                                       Maximum   Delivery
                                                       Delivery  Volume MCF
                                        Transporter's  Pressure  Per Day
Description                             Meter Number   p.s.i.g.  (Note 2)
-----------                             -------------  --------  ----------

1.  Interconnection of Transporter's       2-5001          TBD       84,000
    System and Southern California
    Gas Company at SoCal Gas line 225
    Wheeler Ridge (See Note 4 below)

2.  China Grade                            2-5006          450       15,600

3.  Boron                                  2-5002          650       11,000

4.  Coolwater Station                      2-5001          775       Note 1

5.  Apex                                   2-4002          450       Note 1

6.  Chevron 17Z                            2-5020          400       (0)

7.  Kern Front                             2-5010          400       (Note 3)

8.  S. Midway                              2-5012          400       (Note 3)

9.  McKittrick                             2-5019          400       (Note 3)

10. Kern River Station                     2-5005          400       (0)

TBD - To be determined.

Initialed for Identification Purposes:  Transporter_________  Shipper_________

<PAGE>

Notes:
(1)    Delivery Points 4 and 5 can be utilized only to the extent capacity 
       is available at those points. To the extent Shipper reduces deliveries to
       Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may

       make pursuant to Section 15.3 of the Agreement a corresponding delivery
       at Delivery Points 4 and 5 equal to the reduced volume at Delivery Point
       1, provided however, the total volume at Delivery Points 4 and 5 shall
       not exceed 40,000 MCF per day. Any future FERC filings relating to the
       establishment of alternate delivery points for all firm shippers shall
       not alter the rights of Shipper under Section 15.3 provided however, to
       the extent Transporter makes such FERC filings Shipper's rights at
       Delivery Points 4 and 5 shall be equal to the rights given to all firm
       shippers at such alternate points.

(2)    The Maximum Delivery Volume for all Delivery Points in the aggregate 
       shall not exceed 110.6 MMCF per day. The aggregate actual delivery
       volumes shall not exceed the Shipper's MDQ.

(3)    Shipper's utilization of 20,000 Mcf per day at Delivery Points 7, 8,
       and 9 is subject to the availability of firm capacity at such point.

(4)    Shipper shall be entitled to deliver up to an aggregate of 84,000
       Mcf/day to the Wheeler Ridge and PG&E delivery points for the period of
       time during which SoCal's Line 225 is out of service due to hydrostatic
       testing, commencing approximately April 1, 1993 and continuing for
       approximately 6-8 weeks (the "Line 225 Outage Period"). During the Line
       225 Outage Period, Transporter shall utilize its best efforts to deliver
       to the PG&E delivery point, subject to capacity availability, all of
       Shipper's volumes nominated to the Wheeler Ridge delivery point which are
       confirmed for delivery to the PG&E delivery point (the "Alternate
       Volumes"). Volumes nominated by firm shippers directly to the PG&E
       delivery point ("Primary Volumes") shall have scheduling and curtailment
       priority over Alternate Volumes. Alternate Volumes shall have scheduling
       and curtailment priority over volumes delivered to the PG&E delivery
       point for shippers under Kern River Rate Schedule KRI-1. If
       sufficient capacity does not exist at the PG&E delivery point to allow
       delivery of all volumes nominated by firm shippers to the Wheeler Ridge
       delivery point which are confirmed for delivery to the PG&E delivery
       point ("Aggregate Alternative Volumes"), or if Kern River cannot
       accurately measure all of the Aggregate Alternate Volumes, then available
       capacity shall be allocated for the Aggregate Alternate Volumes on a pro
       rata basis according to each shipper's respective maximum daily delivery
       entitlement at Wheeler Ridge. Shipper understands and agrees that
       Transporter is only obligated to utilize its best efforts to deliver
       Alternate Volumes to the PG&E delivery point. Accordingly, Transporter
       shall not be liable to Shipper or to any third parties in any manner
       whatsoever in the event of nondelivery of any Alternate Volumes to the
       PG&E delivery point. Upon expiration of the Line 225 Outage Period,
       Shipper shall no longer be entitled to delivery Alternate Volumes to the
       PG&E delivery point. This alternate delivery point provision will be
       suspended by an applicable alternate delivery point provision in
       Transporter's FERC Gas Tariff which may become effective during the
       Line 225 Outage Period.

<PAGE>

                           TENTH AMENDED EXHIBIT "A"
                        to the Transportation Agreement
                            Dated December 15, 1989
                                by and between
                      KERN RIVER GAS TRANSMISSION COMPANY
                                      and
                           UNION PACIFIC FUELS, INC.
                             Effective May 1, 1993
             Shipper's Maximum Daily Quantity: 100,000 Mcf per day
                                 RECEIPT POINTS
                                                               
                                                       Maximum
                                                       Receipt            
                                        Transporter's  Pressure  Maximum 
Description                             Meter Number   p.s.i.g.  Receipt Volumes
(Note 1)                                (Note 2)       (Note 4)  Mcf Per Day
-----------                             -------------  --------  -----------

Upstream of Muddy Creek:
1. Opal Gas Plant                         1-4001          TBD       35,000
2. Colorado Interstate Gas (CIG)          1-4008          TBD       10,000
3. Northwest Pipeline                     1-4002          TBD       15,000
                                                                    ------
4. Overland Trail Transmission (Note 3)   TBD             TBD       40,000
                                                                    ------
Downstream of Muddy Creek:
5. Painter NGL/NRU                        1-4005          900       10,000
6. Anschutz Ranch East                    1-4006        1,050       28,000
7. Whitney Canyon/
   Canyon Creek Compression               1-4004          900       16,300
                                                                    ------
8. Questar Pipeline                       1-4007        1,212       25,700
                                                                    ------

Notes:
(1)    During periods of time when Transporter's other firm shippers are 
       nominating and utilizing their full allocated portion of their MDQ for
       all Receipt Points on the upstream side of the Transporter's Muddy Creek
       Compressor and such volumes exceed the Muddy Creek Compressor's capacity
       from time to time, Shipper's total Firm Service rights for capacity at
       Receipt Points upstream of Transporter's Muddy Creek Compressor under
       this Agreement with Transporter shall be limited to 50 MMCFD for such
       combined Receipt Points. During periods of time when Transporter's firm
       shippers are not nominating and utilizing their full allocated portion of
       their MDQ upstream of Muddy Creek, Shipper shall be entitled to utilize
       as Firm Service receipt volumes upstream of Muddy Creek up to a maximum
       receipt volumes of 100 MMCFD. Shipper will have the right to reallocate,
       upon three (3) business days notice pursuant to Section 15.1, the maximum
       receipt volumes upstream of Muddy Creek among the Opal, CIG, Northwest
       Pipeline Receipt Point(s), and any other new Receipt Points upstream of
       Muddy Creek which Shipper requests Transporter to install in accordance
       with Section 6.1.1. Receipt Points 5. through 8. are to be located

       downstream of the Kern River's Muddy Creek Compressor Station. In the
       event of a curtailment of Firm Service on the inlet side of Transporter's
       Muddy Creek Compressor, Transporter shall use 50 MMCFD as the base to
       determine Shipper's pro rata portion under Section 14.1(c) of this
       Agreement.
(2)    Transporter will accept Shipper's gas at the inlet side of Transporter's
       meter. 
(3)    Prior to in-service of Receipt Point 4 the Shipper can nominate on as
       available firm service basis up to an additional 20 MMCF per day
       at Receipt Point 3, subject to Note (1).
(4)    The Maximum Receipt Pressures shall be based upon the maximum delivery
       pressure requirements, if any, under the various interconnect agreements
       between the transporter and upstream transporters at Receipt Points 2, 3
       and 4 and the plant operator at Receipt Point 1. 
(5)    Transporter may utilize Anschutz receipt point for up to 28 MMcfd,
       18 MMcfd of which will will be subject to capacity availability at that
       point (Alternate Receipt Point). To the extent that on any given day
       there is insufficient capacity at the Alternate Receipt Point to satisfy
       all requests for capacity by Shipper and other firm shippers utilizing
       such point as an Alternative Receipt Point, then Shipper and such other
       firm shippers shall be allocated capacity at the Alternate Receipt Point
       on a pro rata basis in proportion to each shipper's respective MDQ. This
       Alternate Receipt Point utilization and allocation methodology shall be
       superseded by an alternate receipt point tariff provision filed by
       Transporter and accepted by the FERC.

TBD To be determined.

Initialed for Identification Purposes: Transporter________ Shipper_________

<PAGE>

                         ELEVENTH AMENDED EXHIBIT "B"
                        to the Transportation Agreement
                            Dated December 15, 1989
                                by and between
                      KERN RIVER GAS TRANSMISSION COMPANY
                                      and
                           UNION PACIFIC FUELS, INC.
                            Effective June 21, 1993
             Shipper's Maximum Daily Quantity: 100,000 Mcf per day

                                DELIVERY POINTS

                                                      Maximum   Maximum Delivery
                                                      Delivery  Volume
                                       Transporter's  Pressure  MCF Per Day
Description                            Meter Number   p.s.i.g.  (Note 2)
-----------                            -------------  --------  -----------

1.  Interconnection of Transporter's       2-5011     TBD          79,000
    System and Southern California
    Gas Company at SoCal Gas line 225
    Wheeler Ridge

2.  China Grade                            2-5006     450          15,600

3.  Boron                                  2-5002     650          11,000

4.  Coolwater Station                      2-5001     775           Note 1

5.  Apex                                   2-4002     450           Note 1

6.  Chevron 17Z                            2-5020     400           (0)

7.  Kern Front                             2-5010     400           (Note 3)

8.  S. Midway                              2-5012     400           (Note 3)

9.  McKittrick                             2-5012     400           (Note 3)

10. Kern River Station                     2-5005     400           (0)

11. Crocker Springs (Note 4)               2-5018     400            5,000

TBD - To be determined.

Notes:
(1)    Delivery Points 4 and 5 can be utilized only to the extent capacity 
       is available at those points. To the extent Shipper reduces deliveries to
       Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
       make pursuant to Section 15.3 of the Agreement a corresponding delivery
       at Delivery Points 4 and 5 equal to the reduced volume at Delivery Point
       1, provided however, the total volume at Delivery Points 4 and 5 shall

       not exceed 40,000 MCF per day. Any future FERC filings relating to the
       establishment of alternate delivery points for all firm shippers shall
       not alter the rights of Shipper under Section 15.3 provided however, to
       the extent Transporter makes such FERC filings Shipper's rights at
       Delivery Points 4 and 5 shall be equal to the rights given to all firm
       shippers at such alternate points.

(2)    The Maximum Delivery Volume for all Delivery Points in the aggregate
       shall not exceed 110.6 MMCF per day. The aggregate actual delivery
       volumes shall not exceed the Shipper's MDQ.

(3)    Shipper's utilization of 20,000 Mcf per day at Delivery Points 7, 8,
       and 9 is subject to the availability of firm capacity at such points.

(4)    Shipper's utilization of 5,000 Mcf per day at Delivery Point 11 is
       subject to the availability of firm capacity in the lateral to such
       point.

Initialed for Identification Purposes: Transporter________ Shipper_________

<PAGE>

                          TWELFTH AMENDED EXHIBIT "A"
                        to the Transportation Agreement
                           Dated December 15, 1989
                                by and between
                      KERN RIVER GAS TRANSMISSION COMPANY
                                      and
                           UNION PACIFIC FUELS, INC.
                            Effective May 23, 1994
             Shipper's Maximum Daily Quantity: 75,000 Mcf per day
                                 RECEIPT POINTS

                                                     Maximum
                                                     Receipt            
                                      Transporter's  Pressure  Maximum 
Description                           Meter Number   p.s.i.g.  Receipt Volumes
(Note 1)                              (Note 2)       (Note 3)  Mcf Per Day
-----------                           -------------  --------  -----------

Upstream of Muddy Creek:
1. Opal Gas Plant                       1-4001          TBD       37,500
2. Colorado Interstate Gas (CIG)        1-4008          TBD        2,500
3. Northwest Pipeline                   1-4002          TBD        2,500
4. Overland Trail Transmission          1-4009          TBD       32,500

Downstream of Muddy Creek:
5. Painter NGL/NRU                      1-4005          900        2,500
6. Anschutz Ranch East                  1-4006        1,050        7,500
7. Whitney Canyon/
   Canyon Creek Compression             1-4004          900       27,500
                                                                  ------

Notes:
(1)    During periods of time when Transporter's other firm shippers are 
       nominating and utilizing their full allocated portion of their MDQ for
       all Receipt Points on the upstream side of the Transporter's Muddy Creek
       Compressor and such volumes exceed the Muddy Creek Compressor's capacity
       from time to time, Shipper's total Firm Service rights for capacity at
       Receipt Points upstream of Transporter's Muddy Creek Compressor under
       this Agreement with Transporter shall be limited to 37.5 MMCFD for such
       combined Receipt Points. During periods of time when Transporter's firm
       shippers are not nominating and utilizing their full allocated portion of
       their MDQ upstream of Muddy Creek, Shipper shall be entitled to utilize
       as Firm Service receipt volumes upstream of Muddy Creek up to a maximum
       receipt volumes of 75 MMCFD. Shipper will have the right to reallocate,
       upon three (3) business days notice pursuant to Section 15.1, the maximum
       receipt volumes upstream of Muddy Creek among the Opal, CIG, Northwest
       Pipeline Receipt Point(s), and any other new Receipt Points upstream of
       Muddy Creek which Shipper requests Transporter to install in accordance
       with Section 6.1.1. In the event of a curtailment of Firm Service on the
       inlet side of Transporter's Muddy Creek Compressor, Transporter shall use
       37.5 MMCFD as the base to determine Shipper's pro rata portion under
       Section 14.1(c) of this Agreement.

(2)    Transporter will accept Shipper's gas at the inlet side of Transporter's
       meter. 
(3)    The Maximum Receipt Pressures shall be based upon the maximum delivery
       pressure requirements, if any, under the various interconnect agreements
       between the transporter and upstream transporters at Receipt Points 2, 3
       and 4 and the plant operator at Receipt Point 1. 

TBD To be determined.
Initialed for Identification Purposes: Transporter__________ Shipper__________

<PAGE>

                          TWELFTH AMENDED EXHIBIT "B"
                        to the Transportation Agreement
                             Dated December 15, 1989
                                 by and between
                       KERN RIVER GAS TRANSMISSION COMPANY
                                       and
                           UNION PACIFIC FUELS, INC.
                            Effective July 1, 1993
             Shipper's Maximum Daily Quantity: 100,000 Mcf per day

                                DELIVERY POINTS

                                                     Maximum   Maximum Delivery
                                                     Delivery  Volume
                                      Transporter's  Pressure  MCF Per Day
Description                           Meter Number   p.s.i.g.  (Note 2)
-----------                           -------------  --------  -----------

1.  Interconnection of Transporter's      2-5011     TBD          84,000
    System and Southern California
    Gas Company at SoCal Gas line 225
    Wheeler Ridge

2.  China Grade                           2-5006     450          15,600

3.  Boron                                 2-5002     650          11,000

4.  Coolwater Station                     2-5001     775          Note 1

5.  Apex                                  2-4002     450          Note 1

6.  Chevron 17Z                           2-5020     400          (0)

7.  Kern Front                            2-5010     400          (Note 3)

8.  S. Midway                             2-5012     400          (Note 3)

9.  McKittrick                            2-5019     400          (Note 3)

10. Kern River Station                    2-5005     400          (0)

11. Crocker Springs                       2-5018     400          (0)
TBD - To be determined.

Notes:
(1)    Delivery Points 4 and 5 can be utilized only to the extent capacity 
       is available at those points. To the extent Shipper reduces deliveries to
       Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
       make pursuant to Section 15.3 of the Agreement a corresponding delivery
       at Delivery Points 4 and 5 equal to the reduced volume at Delivery Point
       1, provided however, the total volume at Delivery Points 4 and 5 shall
       not exceed 40,000 MCF per day. Any future FERC filings relating to the

       establishment of alternate delivery points for all firm shippers shall
       not alter the rights of Shipper under Section 15.3 provided however, to
       the extent Transporter makes such FERC filings Shipper's rights at
       Delivery Points 4 and 5 shall be equal to the rights given to all firm
       shippers at such alternate points.

(2)    The Maximum Delivery Volume for all Delivery Points in the aggregate 
       shall not exceed 110.6 MMCF per day. The aggregate actual delivery
       volumes shall not exceed the Shipper's MDQ.
       
(3)    Shipper's utilization of 20,000 MCF per day between Delivery Points 7, 
       8, and 9 is subject to the availability of firm capacity at such point.

Initialed for Identification Purposes:  Transporter_________  Shipper_________

<PAGE>

                          TWELFTH AMENDED EXHIBIT "B"
                        to the Transportation Agreement
                             Dated December 15, 1989
                                 by and between
                       KERN RIVER GAS TRANSMISSION COMPANY
                                       and
                           UNION PACIFIC FUELS, INC.
                            Effective July 7, 1993
             Shipper's Maximum Daily Quantity: 100,000 Mcf per day

                                DELIVERY POINTS

                                                     Maximum   Maximum Delivery
                                                     Delivery  Volume
                                      Transporter's  Pressure  MCF Per Day
Description                           Meter Number   p.s.i.g.  (Note 2)
-----------                           -------------  --------  -----------

1.  Interconnection of Transporter's      2-5011     TBD          84,000
    System and Southern California
    Gas Company at SoCal Gas line 225
    Wheeler Ridge

2.  China Grade                           2-5006     450          15,600

3.  Boron                                 2-5002     650          11,000

4.  Coolwater Station                     2-5001     775          Note 1

5.  Apex                                  2-4002     450          Note 1

6.  Chevron 17Z                           2-5020     400          (0)

7.  Kern Front                            2-5010     400          (Note 3)

8.  S. Midway                             2-5012     400          (Note 3)

9.  McKittrick                            2-5019     400          (Note 3)

10. Kern River Station                    2-5005     400          (0)

11. Crocker Springs                       2-5018     400          (0)
TBD - To be determined.

Notes:
(1)    Delivery Points 4 and 5 can be utilized only to the extent capacity 
       is available at those points. To the extent Shipper reduces deliveries to
       Delivery Point 1, within the Maximum Delivery Volume limits, Shipper may
       make pursuant to Section 15.3 of the Agreement a corresponding delivery
       at Delivery Points 4 and 5 equal to the reduced volume at Delivery Point
       1, provided however, the total volume at Delivery Points 4 and 5 shall
       not exceed 40,000 MCF per day. Any future FERC filings relating to the

       establishment of alternate delivery points for all firm shippers shall
       not alter the rights of Shipper under Section 15.3 provided however, to
       the extent Transporter makes such FERC filings Shipper's rights at
       Delivery Points 4 and 5 shall be equal to the rights given to all firm
       shippers at such alternate points.

(2)    The Maximum Delivery Volume for all Delivery Points in the aggregate 
       shall not exceed 110.6 MMCF per day. The aggregate actual delivery
       volumes shall not exceed the Shipper's MDQ.
       
(3)    Shipper's utilization of 20,000 MCF per day between Delivery Points 7, 
       8, and 9 is subject to the availability of firm capacity at such point.

Initialed for Identification Purposes:  Transporter_________  Shipper_________

<PAGE>

                         ELEVENTH AMENDED EXHIBIT "A"
                         to the Transportation Agreement
                            Dated December 15, 1989
                                 by and between
                       KERN RIVER GAS TRANSMISSION COMPANY
                                       and
                            UNION PACIFIC FUELS, INC.
                            Effective July 16, 1993
             Shipper's Maximum Daily Quantity: 100,000 Mcf per day

                                 RECEIPT POINTS
                                 --------------
                                                               
                                                     Maximum
                                                     Receipt            
                                      Transporter's  Pressure  Maximum 
Description                           Meter Number   p.s.i.g.  Receipt Volumes
(Note 1)                              (Note 2)       (Note 4)  Mcf Per Day
-----------                           -------------  --------  -----------

Upstream of Muddy Creek:
1. Opal Gas Plant                       1-4001          TBD       35,000
2. Colorado Interstate Gas (CIG)        1-4008          TBD        2,500
3. Northwest Pipeline                   1-4002          TBD       15,000
                                                                  ------
4. Overland Trail Transmission          TBD             TBD       47,500
   (Note 3)                                                       ------
   
Downstream of Muddy Creek:
5. Painter NGL/NRU                      1-4005          900       10,000
6. Anschutz Ranch East (Note 5)         1-4006        1,050       28,000
7. Whitney Canyon/
   Canyon Creek Compression             1-4004          900       16,300
                                                                  ------
8. Questar Pipeline                     1-4007        1,212       25,700
                                                                  ------

Notes:
(1)    During periods of time when Transporter's other firm shippers are 
       nominating and utilizing their full allocated portion of their MDQ for
       all Receipt Points on the upstream side of the Transporter's Muddy Creek
       Compressor and such volumes exceed the Muddy Creek Compressor's capacity
       from time to time, Shipper's total Firm Service rights for capacity at
       Receipt Points upstream of Transporter's Muddy Creek Compressor under
       this Agreement with Transporter shall be limited to 50 MMCFD for such
       combined Receipt Points. During periods of time when Transporter's firm
       shippers are not nominating and utilizing their full allocated portion of
       their MDQ upstream of Muddy Creek, Shipper shall be entitled to utilize
       as Firm Service receipt volumes upstream of Muddy Creek up to a maximum
       receipt volumes of 100 MMCFD. Shipper will have the right to reallocate,
       upon three (3) business days notice pursuant to Section 15.1, the maximum
       receipt volumes upstream of Muddy Creek among the Opal, CIG, Northwest

       Pipeline Receipt Point(s), and any other new Receipt Points upstream of
       Muddy Creek which Shipper requests Transporter to install in accordance
       with Section 6.1.1. Receipt Points 5. through 8. are to be located
       downstream of the Kern River's Muddy Creek Compressor Station. In the
       event of a curtailment of Firm Service on the inlet side of Transporter's
       Muddy Creek Compressor, Transporter shall use 50 MMCFD as the base to
       determine Shipper's pro rata portion under Section 14.1(c) of this
       Agreement.
(2)    Transporter will accept Shipper's gas at the inlet side of Transporter's
       meter. 
(3)    Prior to in-service of Receipt Point 4 the Shipper can nominate on as
       available firm service basis up to an additional 20 MMCFD per day at 
       Receipt Point 3, subject to Note (1).
(4)    The Maximum Receipt Pressures shall be based upon the maximum delivery
       pressure requirements, if any, under the various interconnect agreements
       between the transporter and upstream transporters at Receipt Points 2, 3
       and 4 and the plant operator at Receipt Point 1. 
(5)    Transporter may utilize Anschutz receipt point for up to 28 MMcfd, 18 
       MMcfd of which will be subject to capacity availability at that point
       (Alternate Receipt Point). To the extent that on any given day there is
       insufficient capacity at the Alternate Receipt Point to satisfy all 
       requests for capacity by Shipper and other firm shippers utilizing such
       point as an Alternative Receipt Point, then Shipper and such other firm 
       shippers shall be allocated capacity at the Alternate Receipt Point on a
       pro rata basis in proportion to each shipper's respective MDQ. This
       Alternate Receipt Point utilization and allocation methodology shall be
       superseded by any alternate receipt point tariff provision filed by
       Transporter and accepted by the FERC.

TBD To be determined.
Initialed for Identification Purposes:  Transporter_________  Shipper________

<PAGE>

 [LETTERHEAD OF KERN RIVER]                       1010 Milam Street
                                                  P.O. Box 2511
                                                  Houston, Texas 77252-2511
                                                  (713) 757-2131

                                November 17, 1993

Union Pacific Fuels, Inc.
801 Cherry Street
P.O. Box 7
Fort Worth, TX 76101

Attn: Mr. John Keller

Re:      Lone Mountain Delivery Point
         Meter No. 1-4012
         Contract No. 1005

Dear John:

Reference is made to that certain Transportation Service Agreement ("Agreement")
dated December 15, 1989 by and between Kern River Gas Transmission Company, a
Texas partnership ("Kern River") and Union Pacific Fuels, Inc., a Delaware
corporation ("Union Pacific").

Kern River and Shipper agree that, if Shipper receives service to the Lone
Mountain delivery point under Part 284, Subpart B, the Agreement will be deemed
amended to indicate that service to the Lone Mountain delivery point is being
provided under Part 284, Subpart B. On the date on which Kern River is
authorized to provide service to the Lone Mountain delivery point under Part
284, Subpart G, the Agreement will again be deemed amended to indicate that
service to the Lone Mountain delivery point is being provided pursuant to Part
284, Subpart G.

Shipper also certifies to Kern River that any gas transported for Shipper under
Part 284, Subpart B qualifies for service under Section 284.102 of the
Commission's regulations.

If the foregoing is in accordance with your understanding of our agreement,
please so indicate by signing and returning both originals of this Agreement to
my attention. Upon Kern River's execution, an original will be forwarded to you
for your files.


<PAGE>

Union Pacific Fuels, Inc.
Page No. 2

Should you have any questions, please do not hesitate in contacting me at (713)
757-2379.


                             Sincerely,            
                                                   
                             /s/ Marilyn Sobotik      
                             ----------------------
                             Marilyn Sobotik          
                             Sr. Account Executive 
                             

ACCEPTED AND AGREED TO THIS        KERN RIVER GAS TRANSMISSION COMPANY   
23rd DAY OF November, 1993         ("Transporter"), by its partners:     
                                                                         
UNION PACIFIC FUELS, INC.          KERN RIVER CORPORATION                
("Shipper")                                                              

By: /s/ Illegible                   By: /s/ E. J. Holm                        
    ---------------------               -----------------------------
    ATTORNEY-IN-FACT                    E. J. Holm, President                 
                                                        
 
                                  WILLIAMS WESTERN PIPELINE COMPANY     
                                                                         
                                  By:  /s/ Cuba Wadlington, Jr.              
                                       -------------------------        
                                       Cuba Wadlington, Jr.                  
                                       Sr. Vice President & General Manager   
 

<PAGE>

                        THIRTEENTH AMENDED EXHIBIT "B"
                        to the Transportation Agreement
                           Dated December 15, 1989
                                by and between
                      KERN RIVER GAS TRANSMISSION COMPANY
                                      and
                          UNION PACIFIC FUELS, INC.
                            Effective May 20, 1994
             Shipper's Maximum Daily Quantity: 75,000 Mcf per day

                                DELIVERY POINTS

                                                     Maximum   Maximum Delivery
                                                     Delivery  Volume
                                      Transporter's  Pressure  MCF Per Day
Description                           Meter Number   p.s.i.g.  (Note 1)
-----------                           -------------  --------  -----------

1. Interconnection of Transporter's       2-5011     TBD          67,350
   System and Southern California
   Gas Company at SoCal Gas line 225
   Wheeler Ridge

2. China Grade                            2-5006     450          15,600


TBD - To be determined.

Notes:
(1)    The Maximum Delivery Volume for all Delivery Points in the aggregate 
       shall not exceed 82,950 MCF per day. The aggregate actual delivery
       volumes shall not exceed the Shipper's MDQ.

Initialed for Identification Purposes: Transporter__________ Shipper__________

<PAGE>
 [LETTERHEAD OF KERN RIVER]                       1010 Milam Street
                                                  P.O. Box 2511
                                                  Houston, Texas 77252-2511
                                                  (713) 757-2131

                                       January 25, 1996

Mr. John Hogan
Union Pacific Fuels, Inc.
801 Cherry Street
Fort Worth, TX 76101

Re:      Amendment to Transportation
         Service Agreement Dated December 15, 1989
         Hunter Park Delivery Point
         Meter No. 2-4014
         Contract No. 1005

Dear John:

Reference is made to that certain Transportation Service Agreement ("Agreement")
dated December 15, 1989 by and between Kern River Gas Transmission Company, a
Texas partnership ("Kern River") and Union Pacific Fuels, Inc., a Delaware
corporation ("Union Pacific").

Kern River and Union Pacific agree that, if Union Pacific receives service to
the Hunter Park delivery point, the Agreement will be deemed amended to indicate
that service to the Hunter Park delivery point is being provided under Part 284,
Subpart B. On the date on which Kern River is authorized to provide service to
the Hunter Park delivery point under Part 284, Subpart G, the Agreement will
again be deemed amended to indicate that service to the Hunter Park delivery
point is being provided pursuant to Part 284, Subpart G.

Union Pacific also certifies to Kern River that any gas transported for Union
Pacific under Part 284, Subpart B qualifies for service under Section
284.102(d)(1) of the Commission's regulations, in that Mountain Fuel Supply
Company, a Utah Local Distribution Company, will have physical custody of and
will transport all gas delivered to the Hunter Park Delivery Point.

If the foregoing is in accordance with your understanding of our agreement,
please so indicate by signing and returning all originals of this Amendment to
my attention. Upon execution by Kern River, an original will be forwarded to you
for your files.

<PAGE>

Should you have any questions, please do not hesitate in contacting me at 
(713) 757-5701.

                             Sincerely,      
                                             
                             Tony Rabago     
                             Account Manager 

                             
ACCEPTED AND AGREED TO THIS
31st DAY OF January, 1996

UNION PACIFIC FUELS, INC.                  KERN RIVER GAS TRANSMISSION COMPANY 
("Shipper")                                ("Transporter"), a general          
                                           partnership, by its partners:       
                                                      
                                           KERN RIVER ACQUISITION CORPORATION  

                                                                               
                                           WILLIAMS WESTERN PIPELINE COMPANY   
                                                                               
By: /s/ John R. Hogan                      By: /s/  Robert L. Sluder
    -------------------------                  ----------------------
    By: Attorney-in-Fact                       Robert L. Sluder
                                               Sr. Vice President and    
                                               General Manager          
                                           

<PAGE>

[LETTERHEAD OF KERN RIVER]

                                January 25, 1996

Mr. John Hogan
Union Pacific Fuels, Inc.
801 Cherry Street
Fort Worth, TX 76101

Re:      Amendment to Transportation
         Service Agreement Dated December 27, 1995
         Hunter Park Delivery Point
         Meter No. 2-4014
         Contract No. 1031

Dear John:

Reference is made to that certain Transportation Service Agreement ("Agreement")
dated December 27, 1995 by and between Kern River Gas Transmission Company, a
Texas partnership ("Kern River") and Union Pacific Fuels, Inc., a Delaware
corporation ("Union Pacific").

Kern River and Union Pacific agree that, if Union Pacific receives service to
the Hunter Park delivery point, the Agreement will be deemed amended to indicate
that service to the Hunter Park delivery point is being provided under Part 284,
Subpart B. On the date on which Kern River is authorized to provide service to
the Hunter Park delivery point under Part 284, Subpart G, the Agreement will
again be deemed amended to indicate that service to the Hunter Park delivery
point is being provided pursuant to Part 284, Subpart G.

Union Pacific also certifies to Kern River that any gas transported for Union
Pacific under Part 284, Subpart B qualifies for service under Section
284.102(d)(1) of the Commission's regulations, in that Mountain Fuel Supply
Company, a Utah Local Distribution Company, will have physical custody of and
will transport all gas delivered to the Hunter Park Delivery Point.

If the foregoing is in accordance with your understanding of our agreement,
please so indicate by signing and returning all originals of this Amendment to
my attention. Upon execution by Kern River, an original will be forwarded to you
for your files.

<PAGE>

Should you have any questions, please do not hesitate in contacting me at (713)
757-5701.

                             Sincerely,      
                                             
                             Tony Rabago     
                             Account Manager 
                             


ACCEPTED AND AGREED TO THIS
31st DAY OF January, 1996

UNION PACIFIC FUELS, INC.                  KERN RIVER GAS TRANSMISSION COMPANY 
("Shipper")                                ("Transporter"), a general          
                                           partnership, by its partners:       
                                                      

                                           KERN RIVER ACQUISITION CORPORATION  

                                           WILLIAMS WESTERN PIPELINE COMPANY   
                                                                               
By: /s/ John R. Hogan                      
    -------------------------                  ----------------------
    By: Attorney-in-Fact                       Robert L. Sluder
                                               Sr. Vice President and    
                                               General Manager