Exhibit 10-D-6




                                SERVICE AGREEMENT

                                     between

                          PINE NEEDLE LNG COMPANY, LLC

                                       and

                    PUBLIC SERVICE COMPANY OF NORTH CAROLINA













                                         67





                               January 29, 1997

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                              SERVICE AGREEMENT

THIS  AGREEMENT  entered into this 29 day of January,  1997, by and between PINE
NEEDLE LNG COMPANY, LLC, a North Carolina limited liability company, hereinafter
referred to as "Pine  Needle,"  and PUBLIC  SERVICE  COMPANY OF NORTH  CAROLINA,
hereinafter referred to as "Customer,"

                                  WITNESSETH
                                                   

WHEREAS,  by order issued November 27, 1996, in Docket No. CP96-52,  the Federal
Energy  Regulatory  Commission  granted a certificate of public  convenience and
necessity  to Pine  Needle to  construct  and  operate a  liquefied  natural gas
storage facility in Guilford County, North Carolina; and

WHEREAS, Pine Needle's LNG storage facility,  which is proposed to be in service
by May 1, 1999,  will have a total  storage  capacity of 4 Bcf of gas,  with the
ability to vaporize  400  MMcf/day  and to liquefy at a net rate of 20 MMcf/day;
and

WHEREAS,  Customer  has  requested  firm  storage  service at Pine  Needle's LNG
storage  facility  under Pine Needle's Rate Schedule LNG-1 and has executed with
Pine Needle a Precedent Agreement dated September 22, 1995 for such service; and

WHEREAS,  Pine Needle is willing to provide the requested  firm storage  service
for Customer  pursuant to the terms and  provisions  of this Service  Agreement,
Rate Schedule LNG-1, and the Precedent Agreement.

NOW, THEREFORE, Pine Needle and Customer agree as follows:

                                   ARTICLE I
                              SERVICE TO BE RENDERED

Subject to the terms and  provisions of this agreement and of Pine Needle's Rate
Schedule  LNG-1,  as amended  from time to time,  Pine Needle  agrees to liquefy
natural gas; store such gas in liquefied form; and vaporize and deliver such gas
to Customer or for Customer's account as follows:

To withdraw  from storage and vaporize the gas stored in liquefied  form by Pine
Needle  for  Customer's  account  up to a  maximum  quantity  on any  day of the
dekatherm  equivalent  of  100,000  Mcf,  which  quantity  shall  be  Customer's
Vaporization Quantity. 1/

To liquefy natural gas for Customer up to a maximum quantity on any day of the
dekatherm,equivalent of 5,000 Mcf, which shall be Customer's Liquefaction
Quantity. 1/

To store in liquefied form for Customer's  account up to a total quantity of the
dekatherm  equivalent  of 1,000,000  Mcf,  which  quantity  shall be  Customer's
Storage Capacity.

1/ In addition to these  quantities,  Pine Needle shall retain quantities of gas
for fuel and gas  otherwise  used or lost and  unaccounted  for pursuant to Rate
Schedule LNG-1.

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                          SERVICE AGREEMENT (CONTINUED)

                                   ARTICLE ll
                          POINT OF RECEIPT AND DELIVERY

1.     The Point of Receipt for all gas tendered to Pine Needle for liquefaction
hereunder shall be at the following point(s):
                                                 
       The interconnection between Pine Needle's 10-inch  inlet  pipeline  and
       Transcontinental  Gas Pipe Line  Corporation's  ("Transco")  mainline 
       system at milepost 1356.95 on Transco's mainline in Guilford County,
       North Carolina.

2.     The Point of Delivery for all gas delivered by Pine Needle to Customer or
for the account of Customer shall be at the following point(s):

       The interconnection  between Pine Needle's 24-inch outlet pipeline and 
       Transco's mainline system at milepost 1356.95 on Transco's  mainline in 
       Guilford County, North Carolina.

                                   ARTICLE lll
                                TERM OF AGREEMENT

       This agreement  shall be effective as of the date that Pine Needle's 
       facilities necessary to provide service hereunder to Customer have been
       constructed and are ready for liquefaction of gas, as determined by Pine
       Needle in its sole opinion, hereinafter  referred to as the "In-Service
       Date," and shall remain in force and effect for a primary term of twenty 
       (20) years from and after the In-Service Date, and year to year
       thereafter, subject to termination by either party upon two (2) years 
       prior written notice to the other.

                                   ARTICLE IV
                              RATE SCHEDULE AND PRICE

1.     Customer shall pay Pine Needle for service rendered  hereunder in 
accordance with Pine  Needle's  Rate Schedule  LNG-1 and the applicable
provisions of the General Terms and  Conditions of Pine Needle's FERC Gas Tariff
as filed with the Federal  Energy  Regulatory  Commission,  and as the  same 
may be amended or superseded  from  time to  time.  Such rate schedule and 
General Terms and Conditions are bv this reference made a part hereof.

2.     Pine  Needle  shall  have the  unilateral right to propose, file and make
effective with the Federal Energy Regulatory Commission, or other regulatory
authority  having  jurisdiction,  changes  and  revisions  to the rates and rate
design  proposed  pursuant  to Section 4 of the  Natural Gas Act, or to propose,
file and make effective superseding rates or rate schedules, for the purposes of
changing the rates,  charges,  rate design,  terms and conditions of service and
other provisions thereof effective as to Customer; provided however that the (i)
firm  character of service,  (ii) term of agreement (as set forth in Article lll
above),  (iii) quantities,  and (iv) points of receipt and delivery shall not be
subject to unilateral change under this paragraph. Customer shall have the right
to file with the Commission or other  regulatory  authority in opposition to any
such filings or proposals by Pine Needle.
                                                
                                                         69
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                            SERVICE AGREEMENT (CONTINUED)

                                     ARTICLE V
                                  MISCELLANEOUS

1.     The subject headings of the Articles of this agreement are inserted for
the purpose  of  convenient  reference  and  are not  intended  to be a part of
this agreement nor to be considered in the interpretation of the same.

2.     This agreement supersedes and cancels as of the effective date hereof the
following contracts between the parties hereto: None.

3.     No waiver by either party of any one or more defaults by the other in the
performance of any provisions of this agreement shall operate or be construed as
a waiver of any  future  default  or  defaults,  whether  of alike or  different
character.

4.     This agreement shall be interpreted, performed and enforced in accordance
with the laws of the State of North Carolina.

5.     This agreement shall be binding upon, and inure to the benefit of the
parties hereto and their respective successors and assigns.

6.     Notices to either party shall be in writing and shall be considered as
duly delivered when mailed to the other party at the following address:

       (a)   If to Pine Needle:
             Pine Needle LNG Company, LLC
             c/o Pine Needle Operating Company
             P.O.Box 1396
             (2800 Post Oak Boulevard 77056)
             Houston, Texas 77251-1396
             Attention: Director - Customer Services and Scheduling

       (b)   If to Customer:
             Public Service Company of North Carolina
             P.O. Box 1398
             (400 Cox Road 28054)
             Gastonia, North Carolina 28053-1398
             Attention: Vice President, Marketing & Gas Supply

Such  addresses may be changed from time to time by mailing  appropriate  notice
thereof to the other party.


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                            SERVICE AGREEMENT (CONTINUED)

       IN WITNESS  WHEREOF,  the parties hereto have caused this agreement to be
signed by their respective officers or representatives thereunto duly
authorized.

                                     PINE NEEDLE LNG COMPANY, LLC
                                     by its agent
                                     PINE NEEDLE OPERATING COMPANY


                                     By: s/Frank J. Ferazzi
                                         Vice President


                                     PUBLIC SERVICE COMPANY OF NORTH CAROLINA


                                     By: s/Franklin H. Yoho


                                                          71

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