**EXHIBIT
      10.1**





GAS
      PURCHASE AGREEMENT (PRODUCTION)





THIS
      GAS
      PURCHASE AGREEMENT (“Agreement”) is made and entered into as of the **1st** day of **June,
      2007** ,
      by and
      between ATMOS ENERGY CORPORATION, a Texas and Virginia corporation, ("Buyer"),
      and COG Transmission Corporation ("Seller"), also referred to as a “party” or
      the "parties."





W
      I T N E
      S S E T H:





WHEREAS,
      Seller owns or controls certain oil, gas, and mineral interests covering various
      lands and leases located in **Leavenworth
      County, Kansas** ,
      shown
      on Exhibit "A," which is attached hereto and made a part of this Agreement
      for
      all purposes; and





WHEREAS,
      Seller desires to sell to Buyer, and Buyer desires to purchase, certain volumes
      of natural gas produced from the lands and leases as shown on Exhibit "A" in
      accordance with the terms and conditions hereinafter set forth;





NOW,
      THEREFORE, in consideration of the mutual covenants contained herein and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:





1. Commitment
      and Agreement to Sell and Purchase .





(a)
      Seller hereby commits, for the term hereof, to the performance of this Agreement
      all gas produced from the lands and leases as shown on Exhibit "A" hereof and
      any and all renewals and extensions of any such leases or attributable to
      Seller's interest in the production from any wells located thereon. Seller
      acknowledges and agrees that the foregoing commitment is applicable to Seller's
      current rights, titles, and interests in the gas committed above and to any
      future rights, titles, and interests hereafter acquired by Seller to gas
      produced from the lands and leases as shown on Exhibit "A."





(b)
      Subject to the terms and conditions of this Agreement, including the General
      Terms and Conditions attached hereto and made a part hereof for all purposes,
      Seller agrees to sell and deliver to Buyer at the Delivery Point(s), as
      hereinafter defined, such quantity of gas as Buyer may request from time to
      time
      if, as, and when needed. Nothing herein is intended to require Seller to operate
      any well in order to produce a quantity of gas in excess of the quantity that
      such well is permitted to produce under applicable rules or orders issued by
      any
      regulatory body having jurisdiction over such matter or that such well is
      capable of producing under good engineering and gas production
      practice.





2. Delivery
      Point(s) .
      The
      Delivery Point(s) of natural gas hereunder shall be at the point of
      interconnection of Buyer's pipeline system with Seller's pipeline system at
      a
      mutually agreeable location in the **NE
      1/4 of Section 26, Township 10S, Range 22E, Leavenworth County,
      Kansas** .





3. Price .





(a)
      Subject to the provisions of Subparagraph 3(b) below, the price to be paid
      by
      Buyer to Seller for initial term of **June
      1, 2007** ,
      until **June
      1, 2012** ,
      shall
      be the gas price listed under the column titled “Index” in the first issue of
      the month when deliveries of gas are made of **INSIDE
      FERC’s Gas Market Report, in the table titled “Prices of Spot Gas Delivered to
      Pipeline” for Southern Star Central Gas Pipeline** ***minus*** **$.10 Cents per MMBTU** ,
      and the
      price shall be inclusive of all taxes, transportation, charges and other fees
      and charges relating to the production, sale and delivery of such gas. In the
      event that the Southern Star index does not publish, the Panhandle Eastern
      Pipe
      Line Co. index from the same publication will be substituted. If term is
      extended, price will be renegotiated at that time.








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4. Billing
      and Payment .





(a)
      Buyer
      shall, on or before the last day of the month after each month in which gas
      is
      sold hereunder, mail to Seller a statement showing the quantity of gas delivered
      and purchased during the preceding month, accompanied by a check made payable
      to
      Seller in the amount due based on the effective price and quantity of gas
      purchased as shown on such statement and any appropriate adjustments
      thereto.




(b)
      Each
      party shall have the right at reasonable hours to examine the books, records,
      and charts of the other party to the extent necessary to verify the accuracy
      of
      any statement, charge, or computation made pursuant to the provisions of this
      Contract. If any such examination reveals any inaccuracy in any billing
      theretofore made, the necessary adjustment in such billing and payments shall
      be
      promptly made, provided that no adjustment for any billing or payment shall
      be
      made after the lapse of twelve (12) months from the rendition
      thereof.





5. Term .
      This
      Agreement shall become effective on **June
      1, 2007** ,
      and
      shall continue in full force and effect until **June
      1, 2012** (the
      "Primary Term"), and shall be extended for an additional term of five years
      if a
      price at a mutually agreeable price (“Extended Term”) and shall continue
      thereafter on a month to month basis unless terminated by either party upon
      written notice thirty (30) days prior to the end of the Primary Term, Extended
      Term, or any subsequent calendar month. Such termination shall become effective
      at the end of the then current term.





6. Assignment .
      Seller
      may not assign this Agreement without the prior written consent of Buyer, which
      consent shall not be unreasonably withheld, modified or conditioned. In the
      event Seller assigns this Agreement without Buyer's consent, such assignment
      shall be null and void and Buyer may, in its sole discretion, immediately
      terminate this Agreement without notice to Seller.





7. Notices .
      Any
      notice required to be given under this Agreement or any notice which either
      party hereto may desire to give the other party shall be in writing and shall
      be
      considered duly delivered when hand-delivered or when deposited in the United
      States mail, postage prepaid, registered or certified, and addressed as
      follows:





If
      to
      Buyer: ATMOS
      ENERGY CORPORATION


711
      W. Capitol


Jackson,
      MS
      39203


Attention:
      Gas Supply (Notices, Correspondence and Invoices)




Phone:
      (601) 961-6841   Fax:
      (601) 961-6995





If
      to
      Seller: COG
      TRANSMISSION CORPORATION


2050
      S.
      Onieda St., Ste. 106


Denver,
      CO 80224


Attention:
      A.G. Foust





or
      such
      other address as Seller, Buyer or their respective successors or permitted
      assigns shall designate by written notice given in the manner described above.
      Routine communications, including monthly invoices and payments, may be mailed
      by ordinary mail and are deemed delivered when hand-delivered or when deposited
      in the United States mail, postage prepaid, and addressed to the
      above-designated name and address.




Phone:
      (303) 692-9468   Fax:
      (303) 692-9782





8. Attachments. The
      General Terms and Conditions attached hereto are expressly incorporated herein
      and made a part of this Agreement for all purposes, and all references herein
      and therein to "this Agreement" include the terms and provisions contained
      herein and in such General Terms and Conditions.





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IN
      WITNESS WHEREOF, the parties hereto have executed this Gas Purchase Agreement
      as
      of the date first above written.











BUYER:


ATMOS
      ENERGY CORPORATION





By: /s/
Joe
      Christian




Title:
      Vice
      President of Rates and Regulatory Affairs for The


Colorado-Kansas
      Division of ATMOS Energy Corporation





SELLER:


COG
      TRANSMISSION CORPORATION





By:/s/ A.G. Foust





Title:
      President




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