NOTE: THIS DOCUMENT CONTAINS INFORMATION THAT IS CONSIDERED CONFIDENTIAL.
     -------------------------------------------------------------------------
   THROUGHOUT THE DOCUMENT AND ITS EXHIBITS, THE CONFIDENTIAL PORTIONS HAVE BEEN
   -----------------------------------------------------------------------------
OMITTED, REPLACED BY "[*]" AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
--------------------------------------------------------------------------------
                                   COMMISSION.
                                   -----------








                     NATURAL GAS SUPPLY MANAGEMENT AGREEMENT


                                     BETWEEN



                          CORAL ENERGY RESOURCES, L.P.,

                               CORAL ENERGY, L.P.,

                                       AND


                             MOUNTAINEER GAS COMPANY





                               SEPTEMBER 30, 1998

<PAGE>
<TABLE>
<CAPTION>
                                                    TABLE OF CONTENTS


ARTICLE I
<S>                                <C>                                                                               <C>
  DEFINITIONS                                                                                                          1

ARTICLE II
  TERM                                                                                                                 1
  2.1                              INITIAL TERM                                                                        1
  2.2                              RIGHT OF FIRST REFUSAL                                                              1

ARTICLE III
  SCOPE OF SERVICES                                                                                                    2
  3.1                              COMMITMENT                                                                          2
  3.2                              LIST OF SERVICES                                                                    4
  3.3                              RELEASED INTERSTATE TRANSPORTATION CAPACITY; RELEASED STORAGE
                                   CAPACITY; CNR AGREEMENT                                                             4
  3.4                              CORAL SALE VOLUMES                                                                  8
  3.5                              ADMINISTRATIVE SERVICES                                                             9
  3.6                              ACCESS AND COOPERATION                                                             10
  3.7                              COMPENSATION                                                                       11
  3.8                              LIMITATION OF RELATIONSHIP, AUTHORITY                                              11
  3.9                              STANDARD OF PERFORMANCE                                                            11

ARTICLE IV
  NOMINATIONS AND SCHEDULING                                                                                          12
  4.1                              FIRST-OF-MONTH NOMINATIONS                                                         12
  4.2                              CHANGES IN NOMINATIONS                                                             12
  4.3                              FAILURE TO NOMINATE                                                                12
  4.4                              FORM OF NOMINATION                                                                 13

ARTICLE V
  DEFAULT                                                                                                             13
  5.1                              CORAL'S FAILURE TO DELIVER                                                         13
  5.2                              MITIGATION; COVER                                                                  13
  5.3                              INABILITY TIMELY TO COVER; DAMAGES                                                 14
  5.4                              EXCUSE OF DELIVERY DEFAULT                                                         15
  5.5                              REMEDIES FOR NON-PERFORMANCE                                                       16
  5.6                              LIMITATION ON DAMAGES                                                              16
  5.7                              EARLY TERMINATION                                                                  16
  5.8                              SET-OFF                                                                            17
  5.9                              CURTAILMENT                                                                        17

<PAGE>
ARTICLE VI
  CONDITIONS OF DELIVERY                                                                                              19
  6.1                              PRESSURE                                                                           19
  6.2                              MEASUREMENT                                                                        20
  6.3                              QUALITY                                                                            21
  6.4                              OTHER DELIVERY OBLIGATIONS                                                         22

ARTICLE VII
  MANAGEMENT OF IMBALANCES                                                                                            23
  7.1                              UPSTREAM IMBALANCES                                                                23
  7.2                              ALLOCATION OF DELIVERIES                                                           24
  7.3                              INFORMATION                                                                        24
  7.4                              DOWNSTREAM IMBALANCES                                                              24

ARTICLE VIII
  CONSIDERATION                                                                                                       25
  8.1                              TOTAL CONSIDERATION                                                                25
  8.2                              ALLOCATION OF PRICE                                                                25
  8.3                              CALCULATION OF CORAL SALE VOLUMES                                                  26
  8.4                              EXCESS WITHDRAWAL QUANTITIES                                                       26
  8.5                              ALTERNATIVE INDEX                                                                  27

ARTICLE IX
  FINANCIAL RESPONSIBILITY                                                                                            27
  9.1                              JOINDER OF CELP                                                                    27
  9.2                              COVENANTS RELATING TO FINANCIAL RESPONSIBILITY                                     29

ARTICLE X
  BILLINGS AND PAYMENT; AUDIT                                                                                         29
  10.1                             INVOICES                                                                           29
  10.2                             PAYMENTS                                                                           29
  10.3                             LATE/DISPUTED PAYMENTS                                                             30
  10.4                             AUDIT                                                                              30

ARTICLE XI
  TAXES                                                                                                               31
  11.1                             GENERAL TAX PROVISION                                                              31
  11.2                             OTHER TAX PROVISIONS                                                               31

ARTICLE XII
  FORCE MAJEURE                                                                                                       33
  12.1                             EFFECT OF FORCE MAJEURE                                                            33
  12.2                             DEFINITION OF FORCE MAJEURE                                                        33
  12.3                             EXCLUSIONS FROM FORCE MAJEURE                                                      33
  12.4                             STRIKES AND LOCKOUTS                                                               33

<PAGE>
ARTICLE XIII
  REPRESENTATIONS AND WARRANTIES                                                                                      34
  13.1                             REPRESENTATIONS AND WARRANTIES OF CORAL AND CELP                                   34
  13.2                             MGC'S REPRESENTATIONS AND WARRANTIES                                               35
  13.3                             DISCLAIMERS OF WARRANTIES                                                          37

ARTICLE XIV
  INDEMNIFICATION                                                                                                     37
  14.1                             INDEMNITIES OF CORAL                                                               37
  14.2                             INDEMNITIES OF MGC                                                                 38
  14.3                             INDEMNIFICATION PROCEDURES                                                         38

ARTICLE XV
  WINDING UP ARRANGEMENTS                                                                                             39
  15.1                             GENERALLY                                                                          39
  15.2                             SURVIVAL                                                                           39

ARTICLE XVI
  MISCELLANEOUS                                                                                                       39
  16.1                             COMMUNICATION                                                                      39
  16.2                             GOVERNMENTAL REGULATION                                                            40
  16.3                             GOVERNING LAW                                                                      41
  16.4                             ENTIRE AGREEMENT                                                                   41
  16.5                             CONFIDENTIALITY                                                                    41
  16.6                             EXCLUSION OF THIRD PARTY RIGHTS                                                    42
  16.7                             WAIVER                                                                             42
  16.8                             TITLES                                                                             43
  16.9                             TRANSFERS                                                                          43
  16.10                            PROCESSING RIGHTS                                                                  43
  16.11                            APPLICATION OF GAAP                                                                43
  16.12                            ARBITRATION                                                                        43
  16.13                            ANNOUNCEMENTS                                                                      44


APPENDIX I                         Definitions                                                                       I-i

SCHEDULE 13.2(F)                   EXISTING DISPUTES

EXHIBIT A                          RETAINED DELIVERY POINTS
EXHIBIT B                          INJECTION/WITHDRAWAL PLAN
EXHIBIT C                          INTERSTATE TRANSPORTATION AGREEMENTS/RELEASED INTERSTATE TRANSPORTATION CAPACITY
EXHIBIT D                          STORAGE AGREEMENT
EXHIBIT E                          CNR AGREEMENT
EXHIBIT F                          LOCAL PRODUCTION/MGS SUPPLIES AGREEMENTS; HISTORICAL DATA

<PAGE>
EXHIBIT G                          FORM OF CONFIRMATION
EXHIBIT H                          TOTAL FIRM ENTITLEMENT
EXHIBIT I                          FORM OF CONFIDENTIALITY AGREEMENT - MGC EMPLOYEE
EXHIBIT J                          BASELINE TRANSPORTATION AND STORAGE CHARGES
</TABLE>

<PAGE>
                     NATURAL GAS SUPPLY MANAGEMENT AGREEMENT


     THIS  NATURAL  GAS  SUPPLY  MANAGEMENT  AGREEMENT ("Agreement") is made and
                                                         ---------
entered  into  on  this  30th  day  of  September,  1998,  between  CORAL ENERGY
RESOURCES, L.P. ("Coral"), and CORAL ENERGY, L.P. ("CELP") (for the purposes set
                  -----                             ----
forth in Section 9.1), both of which are Delaware limited partnerships having as
         -----------
their  address  909 Fannin, Suite 700, Houston, Texas 77010, and MOUNTAINEER GAS
COMPANY  ("MGC"),  a West Virginia corporation having as its address 414 Summers
           ---
Street,  Charleston,  West  Virginia  25301  (each  of Coral, CELP and MGC being
referred  to individually herein as a "Party" and collectively as the "Parties";
                                       -----                           -------
references  herein  to Coral as a "Party" shall be deemed also to include CELP).
                                   -----

                                 R E C I T A L S

     WHEREAS,  MGC owns and operates a local distribution system in the State of
West  Virginia,  subject to the public utility jurisdiction of the West Virginia
PSC,  serving  approximately  200,000  residential,  commercial  and  industrial
consumers;  and

     WHEREAS, MGC desires to contract with a third party engaged in the business
of  Gas  marketing  and  providing Gas management services to (a) manage certain
existing  transportation and storage agreements to which MGC is a party, and (b)
provide  to MGC such Gas supplies in excess of certain third party and affiliate
Gas  supplies  of  MGC  as  are  necessary to perform its public utility service
obligation  to  its  consumers;  and

     WHEREAS,  Coral  desires  to  provide  such  Gas  supplies  and  management
services;

     NOW, THEREFORE, in consideration of the mutual agreements contained herein,
Coral,  CELP  and  MGC  agree  as  follows:

                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

     Capitalized  terms  used in this Agreement shall have the meanings given to
such  terms  in  Appendix  I.
                 -----------

                                   ARTICLE II
                                      TERM
                                      ----

     2.1     Initial  Term.  This  Agreement  shall  become  effective as of the
             -------------
Effective  Date  and, unless earlier terminated as provided herein, shall remain
in  effect  for  a  term of thirty-six (36) Months ending at 9:00 a.m. C.C.T. on
November  1,  2001.


                                        2
<PAGE>
     2.2     Right  of  First  Refusal.  No  later  than  October  31, 2000, the
             -------------------------
Parties shall commence discussions concerning whether to extend the relationship
of the Parties under this Agreement beyond the term hereof and, if so, the terms
and conditions of such extension.  Such discussions shall not, however, prohibit
or  otherwise  impair  the  right  of  MGC  to  solicit  bids from third parties
(including  Affiliates  of MGC) for services similar to the Services provided by
Coral  hereunder  to begin at the end of the term hereof.  Notwithstanding MGC's
right  to  solicit such third party bids, however, Coral shall have the right of
first  refusal  as  provided  hereinafter with respect to any proposal by such a
third  party  to  provide to MGC services comparable to the Services provided by
Coral hereunder which commence at the end of the term hereof.  Prior to entering
into  a  binding  service  agreement with a third party to provide such Services
commencing at the end of the term hereof, MGC shall give written notice to Coral
of its intention to enter into such a proposed service agreement with such third
party,  with full information concerning the proposed transaction, including the
name  and  address  of  the  prospective  service  provider  (who must be ready,
willing,  and  able  to  enter  into such agreement and perform thereunder), the
price(s)  proposed  to  be  charged  by  such service provider for Gas sales and
services,  and  all  other  terms of the proposed transaction.  Coral shall then
have  the  option,  exercisable by written notice to MGC within thirty (30) Days
after  its  receipt of MGC's notice (or such shorter period of time specified in
such  notice  as  may  be  required because of deadlines imposed by the proposed
third  party  service  provider, but in no event less than fifteen (15) Business
Days),  to  enter  into  the  proposed service transaction with MGC for the same
consideration  and on the same terms and conditions as agreed to by the relevant
third  party  service provider.  Terms of the proposed service transaction which
are  unique to such third party service provider and are impossible for Coral to
match  may  be matched by terms which are the economic equivalent of such unique
terms and place MGC in the same economic position afforded MGC under such unique
terms.  The  failure  of  Coral  to enter into such proposed service transaction
within  such  notice  period  shall constitute an election by Coral not to enter
into  the  proposed  service transaction with MGC.  If Coral elects not to enter
into  such proposed service transaction, MGC shall have no further obligation to
Coral  hereunder  with  respect  thereto.  Coral  shall  treat  any  information
received  from MGC concerning such a proposed third party service transaction as
Confidential  Information  subject  to  the  provisions  of  Section  16.5.
                                                             -------------

                                   ARTICLE III
                                SCOPE OF SERVICES
                                -----------------

     3.1     Commitment.
             ----------

          (a) During the term hereof and subject to Coral's  performance  of the
     Services in accordance with this Agreement,  MGC hereby engages Coral to be
     the exclusive provider of the Services, which are listed in Section 3.2 and
                                                                 -----------
     are described more fully in this Article III.
                                      ------------

          (b) Coral  hereby  accepts  such  exclusive  engagement  and agrees to
     perform the Services in accordance with this Agreement.  Coral shall not be
     required to provide the Services contemplated in this Agreement as its sole
     and exclusive activity, and Coral may have other business interests and may
     engage in other  activities  with third parties similar in character to the
     Services provided hereunder without obligation to MGC with respect thereto.
     Coral shall pay all costs, expenses, and other amounts incurred by Coral in
     connection with or relating to its other business  interests and activities
     and shall  pursue,  conduct,  perform,  and deal  with its  other  business
     interests and  activities in a manner which shall not conflict or interfere
     with the performance by Coral of the Services or Coral's other  obligations
     under this  Agreement.  Any conflict or  interference  with  Coral's  other
     business   interests  or  activities   shall  not  excuse  Coral  from  the
     performance  by Coral of the Services or Coral's  other  obligations  under
     this Agreement.


                                        3
<PAGE>
          (c) Coral  shall  have no  obligation  or  responsibility  under  this
     Agreement  or  otherwise  with  respect  to the  Management  of  the  Local
     Production or the MGS Supplies.  MGC shall have full responsibility for all
     nominations,  gathering,  transportation, and other Management of all Local
     Production and MGS Supplies,  and shall pay all amounts  incurred by MGC in
     connection  with the  purchase  thereof and all other costs and expenses of
     MGC relating thereto.  No later than the twentieth (20th) Day of each Month
     during the term hereof,  MGC shall provide to Coral a report  setting forth
     the actual quantity of Local  Production and MGS Supplies  purchased by and
     delivered  to MGC during the  immediately  preceding  Month (or,  if actual
     quantities  of such Local  Production or MGS Supplies are not known by such
     date, the estimated  quantities thereof based upon nominations to the Final
     Transporter,  such  estimates to be corrected as soon as possible but in no
     event later than the last Day of the relevant  Month).  MGC agrees that the
     aggregate  quantities of Local  Production and MGS Supplies so purchased by
     and  delivered to MGC on a cumulative  annual basis during the term of this
     Agreement  shall not vary by more than [*] from a level of [*].  At the end
     of each Contract Year, Coral will determine  whether the actual quantity of
     Local  Production  and MGS Supplies so  purchased  by and  delivered to MGC
     during such  Contract Year was greater or less than [*] by a factor of more
     than  [*],  as  confirmed  by MGC  with the  Final  Transporter.  If,  on a
     cumulative  annual basis for such  Contract  Year,  the actual  quantity of
     Local  Production  and MGS Supplies  purchased  by and  delivered to MGC is
     greater or less than [*] by a factor of more than [*],  MGC shall pay Coral
     the following amounts under the indicated circumstances:

               (i)  in a  Contract  Year  in  which  (A)  there  exists  such  a
          cumulative annual net excess, and (B) the aggregate Coral Sale Volumes
          delivered  during such Contract Year  (inclusive of the  quantities of
                                                 ---------
          Gas deemed to have been injected  into storage in accordance  with the
          Injection/Withdrawal  Plan,  but exclusive of quantities of Gas deemed
                                           ---------
          to have been  withdrawn  from storage  under the  Injection/Withdrawal
          Plan) are less than the Fixed Price Quantity, the amount calculated by
          multiplying (A) the lesser of the amount of such cumulative annual net
          -----------         ------
          excess or the amount by which the Fixed Price  Quantity  exceeds  such
                 --
          aggregate  Coral Sale  Volumes,  by (B) the sum of the Demand  Charge,
                                           --         ---
          plus  the  Asset  Flexibility  Loss  Charge,   plus  the  Fixed  Price
          ----                                           ----
          Adjustment applicable to such Contract Year; and

               (ii)  in a  Contract  Year  in  which  (A)  there  exists  such a
          cumulative  annual net  shortfall,  and (B) the  aggregate  Coral Sale
          Volumes   delivered  during  such  Contract  Year  (inclusive  of  the
                                                              ---------
          quantities  of Gas  deemed  to have  been  injected  into  storage  in
          accordance  with  the  Injection/Withdrawal  Plan,  but  exclusive  of
                                                                   ---------
          quantities of Gas deemed to have been withdrawn from storage under the
          Injection/Withdrawal Plan) equals or exceeds the Fixed Price Quantity,
          the amount  calculated by multiplying  (A) the lesser of the amount of
                                    -----------          ------
          such  cumulative  annual  net  shortfall  or the  amount by which such
                                                    --             --
          aggregate Coral Sale Volumes exceed the Fixed Price  Quantity,  by (B)
          the Asset Flexibility Loss Charge.


                                        4
<PAGE>
Notwithstanding  the  foregoing, the provisions of this Section 3.1(c) shall not
                                                        --------------
apply  to the extent that MGC purchases such Local Production or MGS Supplies on
any  Day  in satisfaction of MGC's Gas supply requirements that are in excess of
the  Total  Firm  Entitlement  or  which  constitute  Replacement  Gas.

     3.2     List  of  Services.  The  Services  consist  of:
             ------------------

          (a)  provision of MGC's Daily Gas Supply  Requirements  in  accordance
               with Section 3.4 pursuant to Coral's ownership and utilization of
                    -----------
               the Released  Interstate  Transportation  Capacity,  the Released
               Storage Capacity,  and the rights of MGC under the CNR Agreement,
               the forecasting of the total load  requirements and throughput of
               the MGC System  (provided  that this service  shall not reduce or
               eliminate  MGC's  obligation  to  provide  estimates  to Coral as
               described herein), and the procurement,  Scheduling, and delivery
               of Coral  Sale  Volumes  in  accordance  with  Section  3.4;  and
                                                              ------------

          (b)  associated administrative services.

     3.3     Released  Interstate  Transportation  Capacity;  Released  Storage
             ------------------------------------------------------------------
Capacity;  CNR  Agreement.
-------------------------

               (a)  Concurrently  with the execution of this Agreement:  (i) MGC
          has released to Coral,  for a term  coextensive  with the term of this
          Agreement,  the Released  Interstate  Transportation  Capacity and the
          Released Storage Capacity,  subject to the terms and conditions of the
          applicable   Interstate   Transportation   Agreements,   the   Storage
          Agreement,  and the applicable  FERC Gas tariffs  (including,  without
          limitation, the electronic posting of such releases in accordance with
          such FERC Gas tariffs);  and (ii) MGC has  transferred and assigned to
          Coral, for a term coextensive with the term of this Agreement,  all of
          MGC's rights,  titles,  and interests in and under the CNR  Agreement,
          subject  to  the  terms  and   conditions  of  such   agreement.   The
          transportation  and storage  capacity and contract rights released and
          assigned to Coral pursuant to this Section 3.3(a) shall all be subject
                                             ---------------
          to MGC's  right of recall  or  reversion  under  Sections  3.3(b)  and
                                                           ---------------------
          3.3(d).
          ------

               (b)  The  Released  Interstate  Transportation  Capacity  and the
          Released  Storage  Capacity  shall be  released to Coral at, and Coral
          shall  pay  during  the  term  of  such  release,  the  maximum  rates
          applicable  under  the  FERC  Gas  tariff  of  each  of  the  relevant
          Transporters.   The  release  to  Coral  of  the  Released  Interstate
          Transportation  Capacity and the Released  Storage  Capacity  shall be
          treated by the Parties as  transactions  exempt from posting under the
          FERC Gas tariffs of the  relevant  Transporters.  Except to the extent
          provided  otherwise  in  Section  3.3(d),   the  Released   Interstate
                                   ---------------
          Transportation  Capacity  and  the  Released  Storage  Capacity  shall
          automatically  vest in and be recalled by MGC, and the rights assigned
          under the CNR Agreement shall automatically revert to and vest in MGC,
          in  each  case  only  upon  (i)  the  expiration  of the  term of this
          Agreement  or (ii) the  establishment  of an Early  Termination  Date.
          Certain Released Interstate  Transportation  Capacity shall be subject
          to reversion in accordance with Article XI.


                                        5
<PAGE>
               (c)  During  the term of the  release  to  Coral of the  Released
          Interstate  Transportation  Capacity and the Released Storage Capacity
          and the  assignment  of rights  under the CNR  Agreement  pursuant  to
          Section 3.3(a):  (i) Coral shall become the replacement  shipper/buyer
          --------------
          under  the  Interstate   Transportation  Agreements  and  the  Storage
          Agreement,  to the extent of the  Released  Interstate  Transportation
          Capacity  and the  Released  Storage  Capacity;  (ii) Coral  expressly
          assumes and agrees to pay,  perform,  comply with,  and  discharge all
          duties, obligations, and liabilities,  whether in contact, in tort, or
          arising by  operation  of law,  of MGC  accruing  or  resulting  from,
          arising under,  or otherwise  associated with the terms and conditions
          of the  Interstate  Transportation  Agreements,  to the  extent of the
          Released Interstate  Transportation  Capacity,  the Storage Agreement,
          and the CNR  Agreement,  in each case that  accrue  during or that are
          attributable to such period; (iii) Coral shall pay all amounts due and
          payable to the  applicable  Transporters  with respect to the Released
          Interstate  Transportation  Capacity and the Released Storage Capacity
          and under the  terms of the CNR  Agreement  that  accrue  during  such
          period; and (iv) Coral shall be responsible and liable for all Claims,
          whether in contract, in tort, or arising by operation of law, accruing
          during or that are  attributable  to such period  with  respect to the
          Released Interstate  Transportation  Capacity and the Released Storage
          Capacity or under the terms of the CNR  Agreement  and that arise from
          the acts or  omissions of Coral.  MGC shall have no liability  for any
          demand charges  incurred by Coral under any Interstate  Transportation
          Agreement,  the Storage Agreement,  the CNR Agreement, or otherwise as
          the result of MGC's failure to receive from Coral quantities of Gas at
          least equal to the Fixed Price  Quantity  during any Contract Year. In
          addition,  as between Coral and MGC, all risk of loss  associated with
          Gas either  transported using the Released  Interstate  Transportation
          Capacity or under the terms of the CNR  Agreement  or stored using the
          Released Storage Capacity, in each case during the term of its release
          or assignment to Coral, and all  responsibility  for loss or liability
          resulting  from  injury to or death of any person,  persons,  or other
          living things, or loss,  damage or destruction of property,  caused by
          such  Gas,  shall be  borne  by  Coral,  unless  caused  by the act or
          omission  of  MGC  in  conflict  with  MGC's  obligations  under  this
          Agreement.  MGC expressly retains and shall remain responsible for all
          duties, obligations, and liabilities, whether in contract, in tort, or
          arising by  operation  of law,  of MGC  accruing  or  resulting  from,
          arising out of, or otherwise  associated with the Released  Interstate
          Transportation Capacity, the Released Storage Capacity, and the rights
          assigned  under the CNR Agreement (y) for the periods before and after
          the  term  of  such   release  or   assignment   to  Coral  for  which
          responsibility  has not been  allocated  to or assumed by Coral  under
          this  Section  3.3(c)  and (z)  during  the  term of such  release  or
                ---------------
          assignment  for actions  taken by MGC  pursuant to Section  3.3(j) and
                                                             ---------------
          otherwise  for the acts or  omissions  of MGC in  conflict  with MGC's
          obligations under this Agreement.

               (d)  Coral  and  MGC  understand  that  the  Released  Interstate
          Transportation Capacity on the Columbia Gulf System that is subject to
          the  Interstate   Transportation   Agreement   identified  as  Service
          Agreement No. 37994,  Rate Schedule FTS1 on Exhibit C, includes 10,000
                                                      ---------
          Dth per Day of transportation capacity that MGC has voluntarily agreed
          to release and transfer to Columbia Gulf upon the approval by the FERC
          of Columbia Gulf's request for authority to expand the  transportation
          capacity of the Columbia  Gulf System,  currently  pending  before the
          FERC in Docket No. CP 98-596.  As of the  effective  date of  Columbia
          Gulf's  expansion of the capacity of the Columbia  Gulf System or such
          earlier date as Columbia  Gulf may provide:  (i) MGC shall be entitled
          to recall such 10,000 Dth per Day of transportation capacity; and (ii)
          Exhibit C shall be deemed to be amended to reflect  the  reduction  of
          ---------
          the Released Interstate  Transportation  Capacity on the Columbia Gulf
          System that is subject to Service  Agreement No. 37994,  Rate Schedule
          FTS1,  by 10,000 Dth per Day,  effective as of the  effective  date of
          such recall by MGC. If Columbia Gulf's  expansion of the Columbia Gulf
          System does not become  effective  during the term of this  Agreement,
          MGC  shall  have  no  right  to  recall  such  10,000  Dth  per Day of
          transportation  capacity during the term of this Agreement,  and there
          shall be no  adjustment  to the  quantity of the  Released  Interstate
          Transportation Capacity.


                                        6
<PAGE>
               (e) Coral shall make  injections of Gas into storage  pursuant to
          the Storage  Agreement at such times and in such quantities  under the
          terms of the Storage  Agreement and the FERC Gas tariff  applicable to
          the TCo System.  Regardless  of the  quantities  of Gas injected  into
          storage or the timing of such  injections,  however,  MGC shall pay to
          Coral,  each Month during the period from May through  October  during
          each  Contract  Year, an amount as  consideration  for Gas injected by
          Coral into storage  pursuant  hereto equal to the product  obtained by
                                                            -------
          multiplying  (i)  the  Fixed  Price  or the  Market  Level  Price,  as
          -----------
          applicable  under  Section  8.2, in effect for the  relevant  Month or
                             ------------
          portion  thereof,  by (ii) the  quantity  of Gas  specified  under the
                             --
          Injection/Withdrawal Plan on Exhibit B for injection during such Month
                                       ---------
          or part  thereof.  For  purposes of this Section  3.3(e),  Gas will be
                                                   ---------------
          deemed to be  injected  on a prorata  Daily  basis.  MGC shall have no
          further  obligation to Coral  regarding  payment for quantities of Gas
          injected into storage.

               (f) Subject to the applicable provisions of the Storage Agreement
          and the FERC Gas tariff for the TCo System, the withdrawal of Gas from
          storage  pursuant  hereto shall be in the  discretion of Coral.  Coral
          shall  bear  all  costs  and  expenses  under  the  Storage  Agreement
          associated  with each  withdrawal of Gas from storage.  In calculating
          the Monthly  Invoiced  Sale  Quantity for each Month,  however,  Coral
          shall   deduct  only  the   quantities   of  Gas   specified   in  the
          Injection/Withdrawal  Plan to have been  withdrawn by Coral during the
          period from November  through  April of the relevant  Contract Year as
          set forth on Exhibit B,  regardless of the  quantities of Gas actually
                       ---------
          withdrawn by Coral from storage or the timing of such withdrawals.

               (g) (i) On the Effective  Date,  MGC agrees to cause the quantity
          of Gas in  storage  under  the  Storage  Agreement  to be no less than
          11,600,000  Dth. If the Effective  Date Storage  Quantity is less than
          11,600,000 Dth, MGC agrees to pay Coral an amount equal to the product
                                                                         -------
          obtained by multiplying (A) the difference obtained by subtracting the
                      -----------         ----------             -----------
          Effective Date Storage  Quantity from  11,600,000  Dth, by (B) the [*]
                                           ----                   --
          Index Price in effect on the  Effective  Date.  Upon MGC's  payment to
          Coral of any  such  amount  due  under  this  Section  3.3(g)(i),  the
                                                                 ---------
          Effective  Date  Storage  Quantity  shall  thereafter  be deemed to be
          11,600,000 Dth.


                                        7
<PAGE>
                    (ii) At the expiration of the term of this  Agreement  under
               Section 2.1, Coral agrees to cause the quantity of Gas in storage
               -----------
               under the  Storage  Agreement  to be no less than the  Expiration
               Date Storage Quantity.  If, at the expiration of the term of this
               Agreement,  the  actual  quantity  of Gas in  storage  under  the
               Storage  Agreement  is greater than the  Expiration  Date Storage
                                      -------
               Quantity,  then,  at  Coral's  election,  MGC shall  either:  (A)
               deliver  to Coral,  prior to the last Day of the Month  following
               the  Month in which  the term of this  Agreement  expires  and at
               delivery rates and points of delivery as mutually  agreed upon by
               the Parties,  a quantity of Gas equal to the difference  obtained
                                                            ----------
               by  subtracting  the  Expiration  Date Storage  Quantity from the
                   -----------                                          ----
               quantity of Gas actually in storage  under the Storage  Agreement
               at the expiration of such term; or (B) pay to Coral, on or before
               forty-five  (45) Days  after the  expiration  of the term of this
               Agreement, an amount equal to the product obtained by multiplying
                                                 -------             -----------
               (1) the difference  obtained by subtracting  the Expiration  Date
                       ----------              -----------
               Storage  Quantity  from the  quantity of Gas  actually in storage
               under the Storage Agreement at the expiration of the term hereof,
               by (2) the [*] Index Price in effect for the Month  following the
               Month in which  the term of this  Agreement  expires.  If, at the
               expiration of the term of this Agreement,  the actual quantity of
               Gas in  storage  under  the  Storage  Agreement  is less than the
                                                                   ----
               Expiration Date Storage Quantity,  then, at MGC's election, Coral
               shall  either:  (A) deliver to MGC,  prior to the last Day of the
               Month  following  the Month in which  the term of this  Agreement
               expires and at delivery  rates and points of delivery as directed
               by MGC, a quantity  of Gas equal to the  difference  obtained  by
                                                        ----------
               subtracting  the  quantity of Gas  actually in storage  under the
               -----------
               Storage  Agreement at the  expiration of the term hereof from the
                                                                        ----
               Expiration Date Storage Quantity; or (B) pay to MGC, on or before
               forty-five (45) Days after the expiration of the term hereof,  an
               amount  equal to the  product  obtained  by  multiplying  (1) the
                                     -------                -----------
               difference  obtained by subtracting  the quantity of Gas actually
               ----------              -----------
               in storage under the Storage  Agreement at the  expiration of the
               term hereof from the Expiration Date Storage Quantity, by (2) the
                           ----                                       --
               [*] Index  Price in effect for the Month  following  the Month in
               which the term of this Agreement expires.

                    (iii) If either Party establishes an Early Termination Date,
               Coral  agrees to cause the  quantity of Gas in storage  under the
               Storage  Agreement on such Early  Termination  Date to be no less
               than the  Early  Termination  Storage  Quantity.  If, on an Early
               Termination Date, the actual quantity of Gas in storage under the
               Storage Agreement is greater than the Early  Termination  Storage
                                    -------
               Quantity,  then,  at  Coral's  election,  MGC shall  either:  (A)
               deliver  to Coral,  prior to the last Day of the Month  following
               the Month in which  the  Early  Termination  Date  occurs  and at
               delivery rates and points of delivery as mutually  agreed upon by
               the Parties,  a quantity of Gas equal to the difference  obtained
                                                            ----------
               by subtracting the Early  Termination  Storage  Quantity from the
                  -----------                                           ----
               quantity of Gas actually in storage  under the Storage  Agreement
               at the Early  Termination Date; or (B) pay to Coral, on or before
               forty-five (45) Days after the Early  Termination Date, an amount
               equal to the product  obtained by multiplying  (1) the difference
                                                 -----------          ----------
               obtained by subtracting the Early  Termination  Storage  Quantity
                           -----------
               from the  quantity of Gas  actually in storage  under the Storage
               ----
               Agreement  at the Early  Termination  Date,  by (2) the [*] Index
                                                            --
               Price in effect  for the Month  following  the Month in which the
               Early Termination Date occurs.  If, on an Early Termination Date,
               the actual quantity of Gas in storage under the Storage Agreement
               is less than the Early  Termination  Storage  Quantity,  then, at
                  ----
               MGC's election,  Coral shall either: (A) deliver to MGC, prior to
               the last Day of the Month  following the Month in which the Early
               Termination  Date  occurs  and at  delivery  rates and  points of
               delivery  as  directed  by MGC,  a  quantity  of Gas equal to the
               difference  obtained by subtracting  the quantity of Gas actually
               ----------              -----------
               in storage under the Storage  Agreement at the Early  Termination
               Date from the Early Termination  Storage Quantity;  or (B) pay to
                    ----
               MGC,  on  or  before   forty-five   (45)  Days  after  the  Early
               Termination  Date,  an amount  equal to the  product  obtained by
                                                            -------
               multiplying  (1) a  quantity  of  Gas  equal  to  the  difference
               -----------                                            ----------
               obtained by  subtracting  the quantity of Gas actually in storage
                            -----------
               under the Storage  Agreement at the Early  Termination  Date from
                                                                            ----
               the  Early  Termination  Storage  Quantity,  by (2) the [*] Index
                                                            --
               Price in effect  for the Month  following  the Month in which the
               Early Termination Date occurs.


                                        8
<PAGE>
                    (iv) Title to Gas in storage under the Storage  Agreement on
               the Effective Date shall be transferred by MGC to Coral as of the
               Effective Date, free and clear of any sale,  purchase,  exchange,
               swap,  or  other  obligation  incurred  by MGC.  Title  to Gas in
               storage under the Storage Agreement at the expiration of the term
               of this  Agreement or on an Early  Termination  Date, as the case
               may be, shall be transferred by Coral to MGC as of the expiration
               of the term of this Agreement or the Early  Termination  Date, as
               the case may be, free and clear of any sale, purchase,  exchange,
               swap, or other obligation incurred by Coral.

          (h) During  the term of this  Agreement,  neither  Coral nor MGC shall
     take any action  without the  agreement of the other Party that will result
     in the amendment of any Interstate  Transportation  Agreement,  the Storage
     Agreement,  or  the  CNR  Agreement  in  any  manner,  including,   without
     limitation,  to  decrease  the  amount  of the  transportation  or  storage
     capacity  available  thereunder  or change the primary  receipt  points and
     delivery points  provided for therein.  This Section 3.3(h) shall not apply
                                                  --------------
     to changes in a Transporter's tariff,  whether initiated by the Transporter
     or other party.

          (i) Except as otherwise  provided in this Agreement,  Coral shall have
     full and complete  discretion  regarding the use of the Released Interstate
     Transportation  Capacity,  the Released  Storage  Capacity,  and the rights
     assigned  under the CNR  Agreement.  Coral may use the Released  Interstate
     Transportation  Capacity,  the  Released  Storage  Capacity,  or the rights
     assigned under the CNR Agreement to effect transportation or storage of all
     or any portion of the Daily Gas Supply  Requirements,  but shall be free to
     use the Released Interstate  Transportation  Capacity, the Released Storage
     Capacity,  and the rights  assigned  under the CNR  Agreement to effect the
     transportation  or storage of Gas sold to third parties  solely for Coral's
     account.

          (j) Notwithstanding  MGC's release to Coral of the Released Interstate
     Transportation   Capacity  and  the  Released  Storage  Capacity,  and  the
     assignment  of rights to Coral  under the CNR  Agreement,  MGC  reserves to
     itself the  right,  by itself or in  combination  with  third  parties,  to
     protest supplier rate,  service,  tariff,  or other changes proposed before
     the FERC, the West Virginia PSC, or any other governmental authority having
     jurisdiction  or  that  pertain  in  any  way to  the  Released  Interstate
     Transportation  Capacity,  the Released Storage  Capacity,  or the assigned
     rights  under the CNR  Agreement,  and to  initiate  complaint  proceedings
     relating thereto.  Coral agrees to use reasonable efforts to cooperate with
     MGC in its pursuit of any such protest or Claim.

     3.4     Coral  Sale  Volumes
             --------------------

          (a)  Delivery  Obligation.  Subject  to and  in  accordance  with  the
               --------------------
     provisions of this  Agreement,  each Day during the term of this Agreement,
     Coral agrees to deliver,  or cause to be delivered,  to MGC on a firm basis
     the quantities of Gas required at the Delivery  Points to satisfy the Daily
     Gas Supply Requirements, not to exceed the Total Firm Entitlement.

          (b)  Receipt  Obligation.  Subject  to  and  in  accordance  with  the
               -------------------
     provisions of this Agreement,  each Day during the term hereof,  MGC agrees
     to  receive,  or cause to be  received,  from  Coral on a firm basis at the
     Delivery Points, the Daily Gas Supply Requirements, not to exceed the Total
     Firm Entitlement.  MGC does not, by its execution of this Agreement,  incur
     any minimum purchase or "load factor" obligation in favor of Coral.


                                        9
<PAGE>
          (c) Delivery  Points.  The Delivery  Point(s) shall be the point(s) of
              ----------------
     delivery set forth in the Interstate Transportation Agreements, the Storage
     Agreement,  and the CNR Agreement (identified as "Scheduling Points" in the
     CNR Agreement), as each may be amended from time to time, that are physical
     interconnects  between  the TCo System  and the MGC  System or between  the
     Tennessee System and the MGC System or constitute "Scheduling Points" under
     the CNR  Agreement,  LESS AND EXCEPT,  the Retained  Delivery  Points.  The
                          ---------------
     Delivery  Point(s)  may be  added  or  deleted  only by  mutual  agreement;
     provided, however, that Coral agrees to add or delete any Delivery Point(s)
     requested  by MGC to the extent  such  changes,  in the  aggregate,  do not
     increase Coral's maximum daily delivery obligation  hereunder to a level in
     excess of the amount of the Released Interstate Transportation Capacity and
     the Released  Storage  Capacity in a particular  operating  area on the TCo
     System  or the  Tennessee  System.  MGC's  release  and  assignment  of the
     Released Interstate Transportation Capacity, the Released Storage Capacity,
     and the CNR Agreement to Coral  pursuant to this  Agreement  shall save and
     except the Retained Delivery Points.

          (d) Title;  Risk of Loss.  Title to all Gas delivered  hereunder shall
              --------------------
     pass from Coral to MGC at the  Delivery  Point(s).  As between the Parties,
     Coral shall be deemed to be in exclusive  control and possession of all Gas
     delivered  hereunder,  and shall be  responsible  for any loss or liability
     resulting from injury to or death of any person,  persons,  or other living
     things, or loss, damage or destruction of property,  caused thereby,  prior
     to the time  such Gas  shall  have been  delivered  to MGC at the  Delivery
     Point(s).  MGC shall be deemed to be in exclusive control and possession of
     all Gas  delivered  hereunder,  and  responsible  for any loss or liability
     resulting from injury to or death of any person,  persons,  or other living
     things, or loss, damage or destruction of property,  caused thereby, at and
     after the delivery of such Gas to MGC at the Delivery Point(s).

     3.5     Administrative  Services.  Coral  shall  perform  the  following
             ------------------------
administrative  functions  ancillary  to  the  other  Services described herein:

          (a) review the books and  records  of all  Transporters  to verify Gas
     receipts, deliveries,  imbalances, invoices, and other information relevant
     to the  transactions  contemplated  in this  Agreement,  inform  MGC of any
                                                              ------------------
     apparent  material  inaccuracies,  and  endeavor  to resolve  any  material
     ---------------------------------------------------------------------------
     discrepancies so as to avoid charges for late payment;
     ------------------------------------------------------

          (b) provide to MGC the periodic  reports  containing:  (i) information
     consistent  with MGC's  reporting  requirements  under  applicable laws and
     regulations   promulgated   by  FERC,  the  West  Virginia  PSC,  or  other
     governmental  authority  having  jurisdiction;  (ii) a report showing Daily
     injections  and  withdrawals  of Gas into and from storage  pursuant to the
     Storage  Agreement;  (iii) a report  showing  the Daily  quantities  of Gas
     transported using the Released Interstate  Transportation  Capacity and the
     rights  under  the  CNR  Agreement;  and  (iv)  a  report  identifying  all
     transportation  capacity release and storage capacity release  transactions
     entered into by Coral relating to,  respectively,  the Released  Interstate
     Transportation  Capacity,  the Released  Storage  Capacity,  and the rights
     under the CNR Agreement;  provided, however, that nothing contained in this
     Section  3.5(b) or Section  10.4 shall  require  Coral to  disclose  to MGC
     ---------------    -------------
     specific  information  concerning  any of  Coral's  Gas sale,  Gas  supply,
     transportation,  storage, gathering,  financial hedging, or other contracts
     or any term or  provision  thereof,  customer or supplier  information,  or
     other  proprietary  information  of  Coral  not  directly  related  to  the
     transactions contemplated in this Agreement;


                                       10
<PAGE>
          (c)  promptly  notify  MGC  of any  material  or  significant  matters
     relating to the Services, and Coral's performance of its duties hereunder;

          (d)  monitor and provide to MGC prompt  notice of  transportation  and
               -----------------------------------------------------------------
     storage issues under consideration by the FERC, as well as proposed changes
     ---------------------------------------------------------------------------
     in the  FERC Gas  tariff  of any  Transporter,  that  are  relevant  to the
     ---------------------------------------------
     Released  Interstate  Transportation  Capacity  and  the  Released  Storage
     Capacity; and

          (e) consult with and advise  representatives  or employees of MGC when
     requested to do so by MGC concerning any matters related to the Services.

     3.6     Access and Cooperation.  MGC shall select one (1) key employee from
             ----------------------
MGC's  Gas  supply  department  to be resident in Coral's Houston, Texas, office
during  the term of this Agreement (the "MGC Employee").  The MGC Employee shall
                                         ------------
remain  the  employee  of  MGC, and the MGC Employee's work shall continue to be
subject  to  the  direction  and  control  of  MGC.  MGC may, from time to time,
replace  the  previously  designated MGC Employee with another key employee from
MGC's  Gas supply department who shall then become the "MGC Employee" hereunder.
The  MGC  Employee  shall be given reasonable access to and the right to observe
Coral's  Day-to-Day operations relating to the Services and the right to consult
with  and  ask  questions  of Coral's employees regarding the performance of the
Services,  in  each  case  in  a  manner which is reasonable and will not unduly
interfere  with  Coral's  orderly  performance  of  the  Services.  Prior to the
commencement of the MGC Employee's work in Coral's offices, the MGC Employee and
Coral  shall  execute a confidentiality agreement in the form attached hereto as
Exhibit  I  with  respect  to  his  or her work under this Section 3.6.  Coral's
----------                                                 -----------
employees  may  ask questions of and consult with the MGC Employee regarding the
performance  of  the  Services, in each case in a manner which is reasonable and
will  not  unduly  interfere  with  the  MGC  Employee's work for MGC on matters
related  to  this Agreement.  It is anticipated that the MGC Employee will spend
most  of  his  or  her  working time in Coral's Houston office, although the MGC
Employee  may spend some working time in MGC's offices and at other locations as
may be reasonable under the circumstances.  Coral shall provide the MGC Employee
with an office and office furnishings and supplies comparable to Coral employees
with  similar  positions  in Coral's Houston office, including a telephone and a
personal  computer  with  Internet  access.  Coral  shall  also  provide the MGC
Employee reasonable access to and the right to use photocopy equipment.  The MGC
Employee  shall not have access to Coral's licensed computer software; provided,
however,  that Coral shall cooperate with and assist MGC and the MGC Employee in
any  attempts  by  MGC  and  the  MGC Employee to obtain their own licenses with
respect  to  such  software  for  use  in  Coral's  offices.  [*].

                                       11
<PAGE>
     3.7     Compensation.  Except  for  the payment of the amounts set forth in
             ------------
Article  VIII,  Coral  shall receive no additional fee or other compensation for
-------------
the  performance  of  the  Services.  Except  for  the compensation and payments
provided  herein,  neither Party has made or agreed to make any payments, loans,
or  promises  or  offers of payments or loans to the other Party or any officer,
director,  employee  or representative of the other Party in connection with the
procurement,  negotiation, execution or performance of this Agreement; provided,
however,  that  the  foregoing  shall  not  apply  to  meals,  entertainment, or
non-monetary  gifts  which  are  of  a  nominal  value  or  customary in the gas
marketing  industry.

     3.8     Limitation  of  Relationship, Authority.  Coral shall not be deemed
             ---------------------------------------
to  be  the  agent or attorney-in-fact of MGC.  Coral shall have no authority to
amend, modify, or waive compliance with any Interstate Transportation Agreement,
the  Storage  Agreement,  or  the  CNR  Agreement.  Coral shall not undertake to
negotiate  new  agreements  or  submit  transaction  proposals  to third parties
without  MGC's  written consent.  All contracts and agreements of every kind and
character  arranged for and negotiated by Coral pursuant hereto must be executed
by  a  duly  authorized  officer  or other representative of MGC before any such
contract  or  agreement  will  become binding on MGC.  Nothing contained in this
Agreement  shall  be  deemed  or  construed  to  create a relationship among the
Parties  of  partnership,  joint venture, agency, or other relationship creating
fiduciary,  quasi-fiduciary, or similar duties and obligations inter se, or that
would  otherwise subject the Parties to joint and several or vicarious liability
in  favor  of any third party.  Coral shall perform the Services hereunder as an
independent  contractor  and  under the sole supervision, management, direction,
and  control of Coral in accordance with the specifications herein set out.  Any
provision  of  this Agreement that appears to give MGC a measure of control over
the  details of the Services shall be deemed to mean that Coral shall follow the
general  guidelines  and desires of MGC, but MGC shall look to Coral for results
only  and  shall  have  no right at any time to direct or supervise Coral or its
servants  or  employees  in  the  performance  of such work or as to the manner,
means, and method in which the Services are performed.  Neither Coral nor anyone
employed  by  Coral shall be deemed to be an employee, agent, or servant of MGC.
Coral  shall  be responsible for the payment of local, state, and federal income
tax, social security tax, workers' compensation insurance, unemployment tax, and
other  similar payments, if any, relating to Coral's business and employees, and
MGC shall not withhold any amounts for such purposes from payments made to Coral
as  long  as  Coral  provides  a valid withholding exemption certificate.  As an
independent  contractor,  neither  Coral  nor  anyone employed by Coral shall be
eligible  for  the  benefits  provided  to  regular employees of MGC, including,
without  limitation,  health  and  disability  insurance.

     3.9     Standard  of Performance.  Coral shall perform the Services in good
             ------------------------
faith,  in  a  good  and workmanlike manner, with due diligence and dispatch, in
accordance  with  the  particular  nature  of  the  obligations  created by this
Agreement  and  good  practice  in the Gas marketing industry, and in compliance
with  all  applicable  laws,  rules,  regulations,  and  orders.


                                       12
<PAGE>
                                   ARTICLE IV
                           NOMINATIONS AND SCHEDULING
                           --------------------------

     4.1     First-of-Month  Nominations.  Each  Month  during  the term of this
             ---------------------------
Agreement,  no  later  than[*]  Days  prior to the closing date of the NYMEX Gas
---------------------------     ------------------------------------------------
futures  contract  for  deliveries of  Gas during the next succeeding Month, MGC
----------------------------------------------------------------------------
shall  deliver  to  Coral  a  preliminary  nomination  of  the  Daily Gas Supply
Requirements  for  each Day of the next succeeding Month.  After Coral's receipt
of  such  preliminary nomination, Coral shall consult with MGC to develop a plan
for  delivering  the  estimated  Daily  Gas  Supply Requirements at the Delivery
Point,  which  plan  shall  include:  (i)  the  estimated  quantities  of  Local
Production  and  MGS  Supplies  to  be  delivered  into the MGC System; (ii) the
estimated  load  for  transportation  customers on the MGC System; and (iii) the
                                                                   ---------
aggregate  quantities  of  Gas  representing  Coral Sale Volumes estimated to be
required  hereunder.  Coral  and  MGC  agree  to  cooperate  to  finalize  such
nominations and plan of delivery as expeditiously as possible.  No later than[*]
                                                                -------------
Business  Days  prior  to the closing date of the NYMEX Gas futures contract for
--------------------------------------------------------------------------------
deliveries  of Gas during the next succeeding Month, MGC will provide to Coral a
----------------------------------------------------
final nomination setting forth the final nominations concerning Local Production
and  MGS  Supplies,  transportation  customer  nominations, and Daily Gas Supply
Requirements for the next Month.  Notwithstanding the provisions of this Section
                                                                         -------
4.1  and  Section  4.2,  MGC  shall  have  no liability to Coral in the event of
----------------------
divergences  between its actual Daily Gas Supply Requirements and the quantities
of  Gas  nominated  pursuant  to this Article IV, and no such divergence between
                                      ----------
actual  requirements  and  nominated  quantities  shall  affect  or  limit  the
obligations  of  Coral  to  deliver  Gas  hereunder.

     4.2     Changes  in  Nominations.  During  any  Month,  Coral and MGC shall
             ------------------------
consult  as  necessary concerning MGC's anticipated Gas supply requirements, the
particular  sources  of  supply, and transportation paths to be used by Coral to
satisfy  such  requirements.  If  MGC,  during  any Month, desires to change the
quantity  of the Daily Gas Supply Requirements nominated pursuant to Section 4.1
                                                                     -----------
for delivery on any Day, then no later than [*] prior to the nomination deadline
of  the  Final  Transporter for the next Day, MGC shall provide to Coral written
notice  in  the  form of a transaction confirmation substantially in the form of
Exhibit  H  that  has  been properly completed in all material respects, setting
----------
forth  the  quantities  of  Gas by which MGC desires to increase or decrease its
nomination  hereunder,  and  the  Day(s)  on  which  MGC  desires  such  changed
nomination  to  be  in effect.  Such change of nomination shall be effective for
all  purposes  under  this Agreement when Coral is deemed to have received MGC's
notice  thereof  under  Section  16.1.
                        -------------

     4.3     Failure  to Nominate.  If MGC fails to make the final nomination of
             --------------------
its  Daily  Gas Supply Requirements for any Month in a timely manner as provided
in  Section 4.1, Coral shall be entitled to use the preliminary Daily Gas Supply
    -----------
Requirements  for  that Month submitted by MGC pursuant to the first sentence of
Section  4.1.  If  MGC  fails  to  provide  either  the  preliminary  or  final
------------
nominations  required  under Section 4.1 in a timely manner as provided therein,
----------                   -----------
Coral  shall  be  entitled  either  to  use  the  Daily  Gas Supply Requirements
nominated  by MGC for the immediately preceding Month, or take such other action
as  Coral,  in  its  reasonable  judgment  exercised  in good faith, deems to be
appropriate  under  the  circumstances.

     4.4     Form  of  Nomination.  Except as otherwise provided in Section 4.3,
             --------------------                                   -----------
nomination  notices  to  Coral will be accepted by telephone conversation, which
may  be  recorded,  but  shall  be  confirmed  by  facsimile  of  a  transaction
confirmation  substantially  in  the  form  of  Exhibit G that has been properly
                                                ---------
completed  in  all  material  respects,  sent  as  provided  in  Section  16.1.
                                                                 -------------


                                       13
<PAGE>
                                    ARTICLE V
                                     DEFAULT
                                     -------

     5.1     Coral's Failure to Deliver.  If, on any Day during the term of this
             ---------------------------
Agreement,  Coral  fails to deliver to MGC at the Delivery Points the quantities
of  Gas  required  by  MGC  to satisfy the Daily Gas Supply Requirements (not to
exceed  the  Total  Firm Entitlement), and such failure is not the result of (a)
Force  Majeure, (b) any of the causes enumerated and excused  in Section 5.4 and
--------------                                                   -----------
Section  11.2  (if applicable) below, or (c) any material act or omission of MGC
-------------
that  directly  affects  Coral's  ability  to  perform,  a  "Seller's Deficiency
                                                             -------------------
Quantity" shall be deemed to exist and shall be equal to the positive difference
--------                                                              ----------
(if any) obtained by subtracting (i) the Coral Sale Volumes on any Day from (ii)
                     -----------                                       ----
the  Daily  Gas  Supply  Requirements  (or,  for  purposes of Section 5.3, MGC's
                                                              -----------
nominated  Daily  Gas  Supply Requirements) on such Day, not to exceed the Total
Firm  Entitlement.  No  Seller's Deficiency Quantity shall exist for purposes of
this  Agreement  if Coral's failure to perform under this Section 5.1 is excused
                                                          -----------
as  provided  in  the  immediately preceding sentence hereof.  If Coral fails to
deliver  to  MGC at the Delivery Points the quantities of Gas required by MGC to
satisfy  the  Daily  Gas  Supply  Requirements  (not  to  exceed  the Total Firm
Entitlement),  then,  whether or not such failure by Coral to deliver is excused
or unexcused, (x) the Parties will cooperate in their respective efforts to cure
or  mitigate  such  failure and (y) Coral shall dedicate the Released Interstate
Transportation Capacity, the Released Storage Capacity, and all rights under the
CNR  Agreement  to  MGC's  exclusive  use  in attempting to cover such Daily Gas
Supply  Requirements.  Without  limiting  the  foregoing,  Coral  shall use Best
Efforts  to  cooperate  with  and assist MGC in locating and transporting to the
Delivery  Points  supplies  of  Gas to satisfy such undelivered Daily Gas Supply
Requirements  (not  to  exceed  the Total Firm Entitlement).  While the Released
Interstate  Transportation  Capacity,  the  Released  Storage  Capacity, and all
rights  under the CNR Agreement are dedicated to MGC's exclusive use pursuant to
this  Section  5.1,  MGC,  to  the  extent permitted by applicable laws and FERC
      ------------
regulations,  shall  cooperate  with and assist Coral in facilitating the use of
the  portion  of  such  dedicated  capacity  not  required  by  MGC  for  the
transportation  of  the  Daily  Gas  Supply  Requirements  to  transport  other
quantities of Gas that Coral is obligated to deliver at points of delivery on or
served  by  the  Released  Interstate Transportation Capacity.  Within three (3)
Business  Days  after  any  failure  by  Coral  to perform its obligations under
Section  3.4(a),  whether  excused  or  unexcused,  Coral shall submit to MGC in
---------------
writing  a detailed explanation, based on the best information then available to
Coral, of the factors which led to Coral's failure to perform, and the measures,
if  any,  which  Coral  will  take  to  prevent  a  recurrence.

     5.2     Mitigation;  Cover.  MGC  shall  exercise Best Efforts to cover any
             -------------------
Seller's Deficiency Quantity by making any reasonable purchase of or contract to
purchase  Replacement  Gas  in the manner contemplated by Chapter 46, Article 2,
Section  712(1)  of  the  West Virginia Code.  If MGC purchases Replacement Gas,
Coral  shall  pay  to  MGC,  as  "cover" damages, an amount equal to the sum of:
                                                                         ---


                                       14
<PAGE>
          (a) with respect to the portion (if any) of such  Seller's  Deficiency
     Quantity that  constitutes an  Undelivered  Storage  Quantity,  the product
                                                                         -------
     obtained by multiplying  (i) the quantity of Replacement Gas purchased with
                 -----------
     respect to such Undelivered Storage Quantity, by (ii) the price paid by MGC
                                                   --
     to acquire such Replacement Gas; plus
                                      ----

          (b) with respect to the portion (if any) of such  Seller's  Deficiency
     Quantity that does not  constitute an  Undelivered  Storage  Quantity,  the
     product  obtained by  multiplying  (i) the  quantities of  Replacement  Gas
     -------               -----------
     purchased with respect to such portion of the Seller's Deficiency Quantity,
     --------------------------------------------------------------------------
     by (ii) the positive difference,  if any, obtained by subtracting the price
     --                   ----------                       -----------
     that would have been applicable to such portion of the Seller's  Deficiency
     Quantity under this Agreement if such Gas had been delivered from the price
                                                                  ----
     paid by MGC to acquire such Replacement Gas; plus
                                                  ----

          (c) incremental  transportation  costs (if any) incurred by MGC as the
     result of the Seller's  Deficiency Quantity and the purchase of Replacement
     Gas.

Coral  shall also be responsible for the payment of all Transportation Penalties
imposed  as the result of the Seller's Deficiency Quantity.  All Replacement Gas
purchased  and  received  by  MGC  as  contemplated in this Section 5.2 shall be
                                                            -----------
treated  as  having  been  delivered  by  Coral  hereunder  for  purposes of (i)
determining  when  the  total  quantities of Coral Sale Volumes delivered in any
Contract  Year  equal the Fixed Price Quantity, and (ii) determining the portion
(if  any) of an Excess Withdrawal Quantity to be carried over under Section 8.4,
                                                                    -----------
but  not  for  any  other  purposes.  [*].

     5.3     Inability  Timely  to  Cover;  Damages.  If  MGC  is  unable by the
             ---------------------------------------
exercise of Best Efforts to purchase Replacement Gas as provided in Section 5.2,
                                                                    -----------
MGC  shall  exercise  Best  Efforts  to minimize any adverse consequences of the
Seller's  Deficiency Quantity at and downstream of every Delivery Point affected
thereby.  To  the  extent  MGC is unable to cover a Seller's Deficiency Quantity
occurring  on  any  Day  by  the  acquisition  of Replacement Gas as provided in
Section  5.2,  then,  with  respect  to  the  portion of such uncovered Seller's
------------
Deficiency  Quantity  that  constitutes  an  Undelivered Storage Quantity, Coral
shall  pay to MGC an amount equal to the product obtained by multiplying (a) the
                                         -------             -----------
amount  of  the  Undelivered  Storage  Quantity,  by  (b)  the  Weighted Average
                                                  --
Injection  Period  Price  in  effect  at  the  time  when  the relevant Seller's
Deficiency  Quantity  occurs.  Coral's  payment  of  the  amount required by the
preceding sentence with respect to an Undelivered Storage Quantity when required
pursuant  to this Section 5.3 and Section 10.2 shall (i) be deemed to constitute
                  -----------     ------------
the  delivery  by Coral of such Undelivered Storage Quantity for purposes of (A)
determining  when  the  total  quantities of Coral Sale Volumes delivered in any
Contract Year equal the Fixed Price Quantity and (B) determining the portion (if
any)  of an Excess Withdrawal Quantity to be carried over under Section 8.4, but
                                                                -----------
not  for  any  other purposes, and (ii) release Coral from the obligation to pay
any  further  damages  with  respect  to  such Undelivered Storage Quantity, but
(without duplication of any damages) shall not release Coral from any obligation
to  pay  any  Termination  Payment  or  to  pay and indemnify MGC as hereinafter
provided  in  this  Section  5.3.  Payment  for any Undelivered Storage Quantity
                    ------------
pursuant  to  this  Section  5.3  shall  not  be considered "cover" damages.  In
                    ------------
addition,  to  the  extent that, notwithstanding MGC's exercise of Best Efforts,
MGC  incurs  bona  fide  damage,  loss, or liability in favor of any third party
(including,  without  limitation, Permitted MGC Affiliates) as the direct result
of  such  uncovered  Seller's  Deficiency  Quantity or any costs and expenses in
attempting  to  minimize  any  adverse  consequences  of the Seller's Deficiency
Quantity  downstream  of the Delivery Point(s) affected thereby, then in lieu of
the  remedy provided under Section 5.2 with respect to any portion of a Seller's
                           -----------
Deficiency  Quantity  for which Replacement Gas is not obtained, Coral shall pay
and  indemnify MGC against (a) all reasonable costs and expenses incurred by MGC
in  accordance  with  this  Section  5.3  attempting  to  minimize  any  adverse
                            ------------
consequences  of  the  Seller's  Deficiency  Quantity downstream of the Delivery
Point(s)  affected  thereby  and  (b)  all Claims by any third party (including,
without  limitation, Permitted MGC Affiliates) directly resulting from or caused
by  such  Seller's  Deficiency  Quantity  up to an amount not to exceed, for any
individual  occurrence  or in the aggregate, [*].  The sole and exclusive remedy
of  Coral  (a)  for  any  failure  by  MGC  to exercise Best Efforts to cover as
required  by Section 5.2 and (b) for any failure by MGC to exercise Best Efforts
             -----------
to  minimize  any  adverse  consequences  of  a  Seller's Deficiency Quantity as
required  by this Section 5.3 shall be as an offset to Coral's obligations under
                  -----------
this  Section  5.3.
      ------------


                                       15
<PAGE>
     5.4     Excuse  of  Delivery  Default.  Subject to Sections 6.1(b), 6.3(b),
             ------------------------------             ------------------------
and  6.4, no Seller's Deficiency Quantity shall result under this Agreement, nor
--------
shall  Coral incur liability in favor of MGC for damages under Sections 5.2, 5.3
                                                               ------------ ----
or  otherwise,  to  the extent that Coral's inability to perform its obligations
under  Section  5.1  (x) is not attributable to any act or omission by Coral and
       ------------
(y)  is  attributable  to:

          (a) the  receipt  by either  Party of an  Emergency  Notice  affecting
     primary points of receipt or delivery  under the Interstate  Transportation
     Agreements,  the Storage Agreement, or the CNR Agreement that is not caused
     by the act or omission of Coral, requiring a reduction in deliveries of Gas
     by Coral or receipts of Gas by MGC; or

          (b) the failure for any reason of any Transporter under any Interstate
     Transportation  Agreement,  the Storage Agreement,  or the CNR Agreement to
     deliver at any Delivery Point quantities of Gas properly Scheduled by Coral
     affecting  primary  points of  receipt  or  delivery  under the  Interstate
     Transportation  Agreements,  the Storage Agreement, or the CNR Agreement on
     the relevant Transporter's system.

In  addition, Coral shall have no liability or obligation in favor of MGC in the
event  of  (i)  the  failure  by  any  seller of Local Production or by MGS with
respect  to  the MGS Supplies to deliver quantities of Gas properly nominated by
MGC  to any such party; or (ii) the delivery by MGS or such a third party seller
of  Local  Production  of  Gas  not  in  conformity with the pressure or quality
specifications contained in the applicable Gas purchase agreements.  Coral shall
exercise  reasonable  efforts  to  mitigate  the effects of any shortfall in Gas
supply  caused  by  the  circumstances  described in this Section 5.4, but Coral
                                                          -----------
shall  have  no  liability  in  favor  of  MGC  if Coral is unsuccessful in such
reasonable  efforts  to  mitigate.

     5.5     Remedies  for  Non-Performance.  Without  limiting  the remedies in
             ------------------------------
Sections  5.2 and 5.3, upon the occurrence of a Default, the Party which has not
---------------------
committed  the  Default  (the  "non-defaulting  Party")  will  have the right to
                                ---------------------
exercise  all  rights and remedies available to it under this Agreement, at law,
and  in equity, including, without limitation, the rights (a) [*] (b) to enforce
any  security  provided  by  the  Party  who  has  committed  the  Default  (the
"defaulting  Party")  to  the  non-defaulting  Party;  and  (c)  [*].
 -----------------


                                       16
<PAGE>
     5.6     Limitation  on  Damages.  [*]
             -----------------------

     5.7     Early  Termination.
             ------------------

          (a) If a Default  occurs  with  respect  to  either  Party at any time
     during the term of this Agreement, the non-defaulting Party, in addition to
     any other rights and remedies available to it under this Agreement, at law,
     and in equity,  may, upon [*] written notice and opportunity to cure to the
     defaulting  Party,  which  notice  shall be given no later  than [*]  after
     notice  from  the  non-defaulting  Party  to the  defaulting  Party  of the
     occurrence of the Default, establish an Early Termination Date [*].[*].

          (b) If an Early  Termination  Date occurs by reason of a Default,  the
     non-defaulting  Party shall in good faith calculate its damages,  including
     its  associated  costs  [*]  and  attorneys'   fees,   resulting  from  the
     termination of the Agreement (the "Termination  Payment").  The Termination
                                        --------------------
     Payment  will  be  determined  by  (i)  comparing  the  net  present  value
     (determined in a commercially  reasonable manner) of (A) the performance of
     this  Agreement  for  the  remaining  term  had  it  not  been  terminated,
     including,   without  limitation,  the  Services,   quantities  and  prices
     applicable  under this  Agreement,  to (B) the market value of  performance
     equivalent to  performance  of this Agreement for the remaining term had it
     not been terminated,  including,  without limitation,  equivalent services,
     quantities and market prices for such remaining term, and (ii) ascertaining
     the  associated   costs  (not  including  lost  profits  or  revenues)  and
     attorneys' fees. To ascertain the market prices of a replacement  contract,
     the non-defaulting Party may consider,  among other valuations,  any or all
     of the  prices of NYMEX Gas  futures  contracts,  quotations  from  leading
     dealers in Gas swap contracts,  and other bona fide third party offers, all
     adjusted for the length of the remaining  term and the basis  differential.
     The non-defaulting  Party shall give the defaulting Party written notice of
     the amount of the Termination Payment, inclusive of a statement showing its
     determination.  The defaulting  Party shall pay the Termination  Payment to
     the  non-defaulting  Party  within  [*] of  receipt  of  such  notice.  The
     occurrence of an Early  Termination  Date shall not relieve either Party of
     (i) any obligation under Article V, Section 10.4,  Articles XIV and XV, and
                              ---------  -------------  ------------     --
     Section 16.5, or (ii) any unfulfilled  obligation or undischarged liability
     ------------
     of such Party on the Early Termination Date. At the time for payment of any
     amount due under this  Section  5.7(b),  each Party  shall pay to the other
                            ---------------
     Party  all  additional  amounts  payable  by it as the  result  of any such
     unfilled   obligation  or  undischarged   liability  under  this  Agreement
     (including,  without  limitation,  any amounts  owed by either  Party under
     Section  3.3(g)),  but all such amounts shall be netted and aggregated with
     ----------------
     any Termination Payment payable hereunder.

     5.8     Set-off.  Each  Party  reserves  to  itself  all  rights, set-offs,
             -------
counterclaims,  and other remedies and/or defenses which such Party is or may be
entitled  to  assert  arising  from  or  out of this Agreement.  All outstanding
transactions  subject  to  this Agreement and other agreements between Coral and
MGC,  and  the  obligations to make payment in connection herewith and therewith
may  be  off-set  against  each  other,  set-off,  or  recouped  therefrom.

     5.9     Curtailment.
             -----------


                                       17
<PAGE>
          (a) In the event that a Transporter  on any Day gives notice to Coral,
     by  Emergency   Notice  or  otherwise,   that  it  will  curtail  the  firm
     transportation  capacity (or the primary points of receipt and/or  delivery
     thereunder)  under the Interstate  Transportation  Agreements,  the Storage
     Agreement,  and/or the CNR Agreement,  with the result that Coral is unable
     to perform its  obligations  under Section  3.4(a) on any Day,  Coral shall
                                        ---------------
     notify MGC as soon as practicable  after the receipt of such notice.  Coral
     and MGC shall immediately consult regarding all feasible measures to offset
     Transporter's  curtailment,  including  a  request  for  relief  under  the
     Transporter's   FERC  or  West  Virginia  PSC  Gas  tariff.  Any  resulting
     curtailment  of MGC's  Daily Gas Supply  Requirements  shall not exceed the
     quantities curtailed by the Transporter under the Interstate Transportation
     Agreements, the Storage Agreement, and/or the CNR Agreement.

          (b) [*].


                                   ARTICLE VI
                             CONDITIONS OF DELIVERY
                             ----------------------

     6.1     Pressure.  (a)     Coral  shall  deliver, or cause to be delivered,
             --------
thermally  equivalent  quantities  of  Gas  intended  for delivery as Coral Sale
Volumes  at  pressures  sufficient  to  cause such Gas to enter the transmission
facilities of the Final Transporter, but not in excess of the applicable maximum
allowable  operating  pressure specified in the Final Transporter's FERC or West
Virginia  PSC  Gas tariff.  If a Final Transporter is unable to receive such Gas
for  which  delivery is attempted because of insufficient delivery pressure, the
first  Party  to  discover  such  circumstance  shall provide to the other Party
prompt  verbal  notice  of such fact, followed by written notice.  If such Final
Transporter's  inability  to receive such Gas prevents Coral from complying with
its  obligations under Section 3.4(a), the quantity of Gas that such Transporter
                       --------------
was unable to receive because of insufficient delivery pressure shall be treated
as  a Seller's Deficiency Quantity subject to the provisions of Sections 5.2 and
                                                                ----------------
5.3.
---


                                       18
<PAGE>
          (b) If (i) Coral  complies with its  obligations  under Section 6.1(a)
                                                                  --------------
     with  respect to a Final  Transporter  utilizing  the  Released  Interstate
     Transportation  Capacity, but (ii) the relevant Final Transporter is unable
     to deliver to MGC at a Delivery  Point Gas  intended  for delivery as Coral
     Sale Volumes  because of pressures  insufficient to cause such Gas to enter
     the  MGC  System  at  such  Delivery  Point,  the  resulting  shortfall  in
     deliveries of Gas shall not be treated as a Seller's  Deficiency  Quantity,
     but Coral  shall be  responsible  and liable for the  payment to MGC of all
     damages of every  kind or nature  which MGC may incur or suffer as a result
     of such inability to deliver;  [*]. Coral agrees to use reasonable  efforts
     to pursue  all  remedies  available  to Coral  against  such a  Transporter
     utilizing  the  Released  Interstate  Transportation  Capacity;   provided,
     however,  that  MGC  shall  reimburse  Coral  on a  current  basis  for all
     reasonable costs and expenses (including  attorneys' fees, court costs, and
     costs of settlement) incurred by Coral in the pursuit of such remedies. MGC
     shall have full  control  over  Coral's  pursuit of such  remedies  and any
     settlement with respect  thereto and may select the legal counsel  retained
     by Coral to pursue such remedies and settlement;  provided that, MGC agrees
     not to request or cause Coral (or such legal counsel on behalf of Coral) to
     pursue any such remedies or settlement in a manner which is in violation of
     applicable laws, rules, regulations or orders of any governmental authority
     having jurisdiction,  which is contrary to the established ethical policies
     of Royal  Dutch  Petroleum  Company,  The  "Shell"  Transport  and  Trading
     Company,  plc., Shell Oil Company,  CELP, or Coral or otherwise to good and
     honest  business  practices  which  are  generally  recognized  in the  Gas
     marketing industry,  or which is contrary to a publically filed position of
     Shell  Oil  Company  or any of its  Affiliates  in a  proceeding  before  a
     regulatory  agency or body in the United States of America  relating to Gas
     transportation  or storage.  Coral shall not agree to the settlement of any
     such claim against such Transporter  without MGC's express written consent.
     All damages and other compensation recovered by Coral from such Transporter
     pursuant to the  foregoing  shall be held in trust by Coral for the benefit
     of MGC. To the extent that  assignment  of such Claims from Coral to MGC is
     permitted  under  applicable  laws,  rules,  regulations  and orders of any
     governmental  authority  having  jurisdiction  and  under  the terms of the
     contracts or agreements  under which such Claims arise,  then MGC and Coral
     agree that, in  satisfaction  of all damages for which Coral is responsible
     and liable as a result of such inability to deliver,  Coral shall assign to
     MGC all Claims that Coral, in its capacity as the replacement shipper under
     the  Interstate  Transportation  Agreements,  may have  against  such Final
     Transporter as the result of such Transporter's inability to deliver Gas to
     MGC because of insufficient  pressures.  At MGC's request,  Coral agrees to
     cooperate and assist MGC in MGC's prosecution,  settlement or other pursuit
     of such Claims; provided,  however, that MGC agrees not to request Coral to
     cooperate or assist MGC in a manner  which is in  violation  of  applicable
     laws,  rules,  regulations or orders of any  governmental  authority having
     jurisdiction,  which is contrary  to the  established  ethical  policies of
     Royal Dutch Petroleum  Company,  The "Shell" Transport and Trading Company,
     plc.,  Shell Oil  Company,  CELP,  or Coral or otherwise to good and honest
     business  practices  which are  generally  recognized  in the Gas marketing
     industry,  or which is contrary to a publically filed position of Shell Oil
     Company or any of its Affiliates in a proceeding before a regulatory agency
     or body in the United States of America relating to Gas  transportation  or
     storage.  MGC shall  reimburse  Coral on a current basis for all reasonable
     out-of-pocket  costs  and  expenses  incurred  by Coral in  rendering  such
     cooperation and assistance.

     6.2     Measurement.  All  Gas  delivered  under  this  Agreement  shall be
             ------------
measured,  for  purposes  of  this  Agreement,  at  the meter owned by the Final
Transporter  at  each  Delivery  Point.  All  such measurements shall be made in
accordance  with  the  applicable provisions of the FERC Gas tariff of the Final
Transporter, as such provisions may be changed from time to time.  To the extent
permissible  under  the  applicable  transportation agreements, each Party shall
have  the right to install, maintain, and operate, at its sole cost and expense,
check  measuring  equipment  at  each  Delivery Point on a Transporter's system.
Promptly  upon its receipt of notice from the relevant Transporter, the Party in
privity  of  contract  with  such  Transporter  shall provide to the other Party
notice  of, and shall use reasonable efforts to cause such Transporter to permit
such  other  Party  to be present to observe, any cleaning, changing, repairing,
inspection,  testing, calibration, or adjustment of any measurement equipment at
any  Delivery Point on such Transporter's system.  Upon the request of the Party
not  in  privity  with  such  Transporter,  and  subject  to any confidentiality
restrictions  in  favor  of  the  Transporter  contained  in  the  applicable
transportation  agreement,  the  Party  in  privity  with such Transporter shall
provide to the other Party, for inspection and verification by such other Party,
the  records,  charts,  and associated measurement data received by the Party in
privity  from  its  Transporter.  If  a  Party not in privity with a Transporter
desires  to  conduct  an  unscheduled  cleaning,  changing, inspection, testing,
calibration,  or  adjustment of any measurement equipment at a Delivery Point on
such Transporter's system, such Party shall provide notice of the desired action
to  the  Party  in  privity  with  such  Transporter, and both Parties shall use
reasonable  efforts  to  secure  prompt  execution  of the action desired by the
requesting  Party.  All  costs and expenses incurred in connection with any such
cleaning,  changing,  inspection,  testing,  calibration,  or adjustment of such
measurement  equipment  shall  be  borne  and paid by the requesting Party.  For
purposes  of this Agreement, Coral shall be deemed to be the Party in privity of
contract  with the Transporters providing the Released Interstate Transportation
Capacity,  the  Released Storage Capacity, and the assigned rights under the CNR
Agreement.  Any  retroactive  adjustment to metered quantities secured under the
terms of any agreement with the Final Transporter shall be reflected by Coral in
a  corrected  invoice  under  this  Agreement.


                                       19
<PAGE>
     6.3     Quality.  (a)     The  quality  of all Coral Sale Volumes delivered
             -------
hereunder  shall conform to the quality specifications, including specifications
with  regard  to caloric value, applicable to points of receipt contained in the
FERC  or  West  Virginia  PSC  Gas  tariff  of  the  Final  Transporter, as such
provisions  may  be  changed  from time to time.  If the MGC System is the Final
Transporter, and to the extent that such a presumption arises under the FERC Gas
tariff  of any other Final Transporter, the acceptance by such Final Transporter
of  Coral  Sale  Volumes delivered by Coral into points of receipt on such Final
Transporter's  system  in  accordance  with  the  procedures  for monitoring Gas
quality and rejecting non-conforming Gas contained in such Transporter's FERC or
West  Virginia  PSC  Gas  tariff shall be presumed to evidence the conformity of
such Coral Sale Volumes to the quality specifications of such Final Transporter.
If the Final Transporter rejects thermally equivalent quantities of Gas intended
for delivery as Coral Sale Volumes that Coral attempts to deliver into the Final
Transporter's  system because such Gas fails to meet such Transporter's point of
receipt  quality  specifications,  the first Party to discover such circumstance
shall  provide to the other Party prompt verbal notice of such fact, followed by
written  notice.  Coral  shall  exercise  reasonable efforts to correct any such
failure  to  conform  to  the  applicable  quality specifications.  If the Final
Transporter's  refusal  to  accept  such  non-conforming Gas prevents Coral from
complying  with  its  obligations  under  Section  3.4(a),  the  quantity of Gas
                                          ---------------
rejected by such Transporter pursuant to this Section 6.3(a) shall be treated as
                                              --------------
a  Seller's  Deficiency  Quantity  subject to the provisions of Sections 5.2 and
                                                                ----------------
5.3.
---

          (b) If (i) Coral  complies with its  obligations  under Section 6.3(a)
                                                                  --------------
     with  respect to a Final  Transporter  utilizing  the  Released  Interstate
     Transportation Capacity, but (ii) such Final Transporter delivers to MGC at
     a Delivery  Point Gas intended for delivery as Coral Sale Volumes that does
     not  conform  to  such  Final   Transporter's  point  of  delivery  quality
     specifications,  and MGC  rejects  such  Gas,  the  failure  of such  Final
     Transporter  to Deliver  conforming  Gas shall not be treated as a Seller's
     Deficiency  Quantity,  but Coral  shall be  responsible  and liable for the
     payment to MGC of all  damages of every kind or nature  which MGC may incur
     or suffer as a result of such  Transporter's  failure to deliver conforming
     Gas to MGC;  [*].  Coral  agrees to use  reasonable  efforts  to pursue all
     remedies  available  to Coral  against  such a  Transporter  utilizing  the
     Released Interstate  Transportation Capacity;  provided,  however, that MGC
     shall  reimburse  Coral for all  reasonable  costs and expenses  (including
     attorneys' fees, court costs, and costs of settlement) incurred by Coral in
     the pursuit of such  remedies.  MGC shall have full  control  over  Coral's
     pursuit of such remedies and any  settlement  with respect  thereto and may
     select the legal  counsel  retained  by Coral to pursue such  remedies  and
     settlement;  provided  that,  MGC agrees not to request or cause  Coral (or
     such  legal  counsel  on behalf of Coral) to pursue  any such  remedies  or
     settlement  in a manner which is in violation of  applicable  laws,  rules,
     regulations or orders of any governmental  authority  having  jurisdiction,
     which is  contrary  to the  established  ethical  policies  of Royal  Dutch
     Petroleum Company,  The "Shell" Transport and Trading Company,  plc., Shell
     Oil  Company,  CELP,  or Coral or  otherwise  to good and  honest  business
     practices which are generally recognized in the Gas marketing industry,  or
     which is contrary to a  publically  filed  position of Shell Oil Company or
     any of its Affiliates in a proceeding before a regulatory agency or body in
     the United  States of America  relating to Gas  transportation  or storage.
     Coral  shall not agree to the  settlement  of any such claim  against  such
     Transporter without MGC's expressed written consent.  All damages and other
     compensation  recovered  by Coral  from such  Transporter  pursuant  to the
     foregoing  shall be held in trust by Coral for the  benefit of MGC.  To the
     extent that  assignment of such Claims from Coral to MGC is permitted under
     applicable  laws,  rules,   regulations  and  orders  of  any  governmental
     authority  having  jurisdiction  and under the  terms of the  contracts  or
     agreements under which such Claims arise, then MGC and Coral agree that, in
     satisfaction  of all damages for which Coral is responsible and liable as a
     result of such  Transporter's  failure  to deliver  conforming  Gas to MGC,
     Coral shall  assign to MGC all Claims that  Coral,  in its  capacity as the
     replacement  shipper under the Interstate  Transportation  Agreements,  may
     have against  such Final  Transporter  as the result of such  Transporter's
     failure to deliver conforming Gas to MGC. At MGC's request, Coral agrees to
     cooperate and assist MGC in MGC's prosecution,  settlement or other pursuit
     of such Claims; provided,  however, that MGC agrees not to request Coral to
     cooperate or assist MGC in a manner  which is in  violation  of  applicable
     laws,  rules,  regulations or orders of any  governmental  authority having
     jurisdiction,  which is contrary  to the  established  ethical  policies of
     Royal Dutch Petroleum  Company,  The "Shell" Transport and Trading Company,
     plc.,  Shell Oil  Company,  CELP,  or Coral or otherwise to good and honest
     business  practices  which are  generally  recognized  in the Gas marketing
     industry,  or which is contrary to a publically filed position of Shell Oil
     Company or any of its Affiliates in a proceeding before a regulatory agency
     or body in the United States of America relating to Gas  transportation  or
     storage.  MGC shall  reimburse  Coral on a current basis for all reasonable
     out-of-pocket  costs  and  expenses  incurred  by Coral in  rendering  such
     cooperation and assistance.

                                       21
<PAGE>
     6.4     Other Delivery Obligations.  If, on any Day during the term of this
             ---------------------------
Agreement,  (a)  Coral  fails  to  deliver  to  MGC  at  the Delivery Points the
quantities  of  Gas required by MGC to satisfy the Daily Gas Supply Requirements
(not  to  exceed  the Total Firm Entitlement), (b) such failure to deliver would
have  constituted  a  Seller's Deficiency Quantity but for a cause or excuse set
forth  in  clause (a) of Section 5.1 or clause (a) or clause (b) of Section 5.4,
                         -----------                                -----------
and  (c) such failure to deliver is caused by or results from an act or omission
of  a Transporter, then, although the failure of such Transporter to deliver Gas
is  not  treated  as a Seller's Deficiency Quantity, Coral nevertheless shall be
responsible  and  liable  for the payment to MGC of all damages of every kind or
nature  which MGC may incur or suffer as a result of such failure to deliver Gas
to  MGC;[*].  Coral  agrees that Coral will use reasonable efforts to pursue all
remedies  available  to  against  such  Transporter; provided, however, that MGC
shall  reimburse  Coral on a current basis for all reasonable costs and expenses
(including  attorneys'  fees,  court costs, and costs of settlement) incurred by
Coral in the pursuit of such remedies.  MGC shall have full control over Coral's
pursuit  of such remedies and any settlement with respect thereto and may select
the  legal  counsel  retained  by  Coral to pursue such remedies and settlement;
provided,  however, that MGC agrees not to request or cause Coral (or such legal
counsel  on  behalf  of  Coral)  to  pursue any such remedies or settlement in a
manner which is in violation of applicable laws, rules, regulations or orders of
any  governmental  authority  having  jurisdiction,  which  is  contrary  to the
established  ethical  policies  of  Royal  Dutch  Petroleum Company, The "Shell"
Transport  and  Trading  Company,  plc.,  Shell  Oil  Company, CELP, or Coral or
otherwise  to  good and honest business practices which are generally recognized
in  the  Gas  marketing  industry,  or  which  is contrary to a publically filed
position  of Shell Oil Company or any of its Affiliates in a proceeding before a
regulatory  agency  or  body  in  the  United  States of America relating to Gas
transportation  or  storage.  All  damages  and  other compensation recovered by
Coral  from such Transporter pursuant to the foregoing shall be held in trust by
Coral for the benefit of MGC.  To the extent that assignment of such Claims from
Coral  to  MGC is permitted under applicable laws, rules, regulations and orders
of  any  governmental  authority  having jurisdiction and under the terms of the
contracts  or agreements under which such Claims arise, then MGC and Coral agree
that in satisfaction of all damages for which Coral is responsible and liable as
a  result  of such failure to deliver, Coral shall assign to MGC all Claims that
Coral  may  have  against such Transporter as the result of such act or omission
which  caused  or  resulted  in  such  failure  to deliver Gas to MGC.  At MGC's
request,  Coral  agrees  to  cooperate  and  assist  MGC  in  MGC's prosecution,
settlement  or  other  pursuit  of such Claims; provided that, MGC agrees not to
request  Coral  to  cooperate or assist MGC in a manner which is in violation of
applicable  laws,  rules,  regulations  or  orders of any governmental authority
having  jurisdiction,  which  is contrary to the established ethical policies of
Royal  Dutch Petroleum Company, The "Shell" Transport and Trading Company, plc.,
Shell  Oil  Company,  CELP,  or  Coral  or otherwise to good and honest business
practices which are generally recognized in the Gas marketing industry, or which
is  contrary  to  a publically filed position of Shell Oil Company or any of its
Affiliates  in  a  proceeding  before  a regulatory agency or body in the United
States  of  America  relating  to  Gas  transportation  or  storage.  MGC  shall
reimburse  Coral  on  a current basis for all reasonable out of pocket costs and
expenses  incurred by Coral in rendering such cooperation and assistance.  Coral
covenants and agrees that all dealings with a Transporter that are undertaken by
Coral  or  an  Affiliate  of Coral in connection with the performance of Coral's
obligations  under  this  Agreement  will  be  undertaken  by  Coral, CELP, or a
permitted  assignee  of  Coral  or  CELP  under  Section  16.9.
                                                 -------------


                                       21
<PAGE>
                                   ARTICLE VII
                            MANAGEMENT OF IMBALANCES
                            ------------------------

     7.1     Upstream Imbalances.  Coral shall be responsible for the Management
             --------------------
of  all  transportation  and storage imbalances relating to the Daily Gas Supply
Requirements  on  all  Transporter  systems upstream of the Delivery Points.  As
frequently  as  required  by  the  FERC  Gas tariff or applicable transportation
agreement  of  the  relevant  Transporter,  Coral  shall  resolve  all  such
transportation  and  storage  imbalances  in Gas or in cash, as Coral may elect,
consistent  with  the  requirements  of  the  FERC  Gas  tariff  or  applicable
transportation  agreement  of such Transporter.  Except as otherwise provided in
Section  7.4, all Transportation Penalties and other costs and expenses incurred
------------
by  Coral  in  connection with the Management of such transportation and storage
imbalances  shall be borne and paid by Coral.  In addition, all economic gain or
loss  realized  or  suffered by Coral from any sales, purchases, or exchanges of
Gas  (whether  on  a  current  or  forward  basis)  and  other  imbalance market
transactions  undertaken  by  Coral  utilizing the transportation and/or storage
imbalance  tolerances  in  effect  under  the  FERC  Gas  tariff  or  applicable
transportation  agreement  of  any  Transporter  shall  be  for Coral's account.


                                       22
<PAGE>
     7.2     Allocation  of  Deliveries.  For  purposes  of  this Agreement, Gas
             ---------------------------
delivered  through  the  Delivery  Points on each Day during the term hereof, as
confirmed by MGC with the Final Transporter, shall be allocated according to the
quantities  of  Gas  actually delivered at the Delivery  Points in the following
order  of  priority:  [*].

     7.3     Information.  MGC  agrees  to  provide  to  Coral  all  information
             ------------
necessary  to  enable  Coral to comply with all Scheduling, balancing, and other
requirements  of all Transporters, including any changes in the Daily Gas Supply
Requirements  that  could  result in the incurrence of Transportation Penalties.
MGC shall give to Coral as much advance written notice as is reasonably possible
of  any  planned  or  unplanned shutdown of any portion of the MGC System or the
facilities of any of MGC's transportation or sales customers or the construction
of new facilities by any of MGC's customers affecting the level of the Daily Gas
Supply  Requirements.  Upon reasonable advance request, MGC will notify Coral on
a  Daily,  intraday,  or  hourly  basis  as  to  its  actual  or anticipated Gas
requirements  at  any  Delivery  Point  if, in Coral's reasonable judgment, such
information is needed to avoid Transportation Penalties. In addition, each Party
shall  deliver  to  the  other Party, no later than twenty-four (24) hours after
receipt,  copies  of  all pipeline statements received by such Party concerning,
respectively,  the  quantities of Gas delivered by the Final Transporter at each
Delivery  Point.

     7.4     Downstream Imbalances.  MGC shall be responsible for the Management
             ----------------------
of  all  imbalances  occurring  on  the MGC System between MGC and its customers
downstream  of  the  Delivery  Points.  As  frequently as required by MGC's West
Virginia  PSC  Gas  tariff,  MGC  shall resolve all such imbalances in Gas or in
cash,  as  MGC  may  elect,  consistent with the requirements of such tariff and
applicable  Gas  sale  or  transportation  agreements  with  its customers.  All
Transportation  Penalties  and  other  costs  and  expenses  incurred  by MGC in
connection  with  the  Management  of such imbalances downstream of the Delivery
Points  shall  be borne and paid by MGC.  During the term of this Agreement, MGC
agrees  to take such actions as are necessary to maintain the quantities of such
imbalances at levels consistent with the provisions of MGC's tariff and its past
practices.  [*].  Nothing  contained in this Section 7.4 shall be interpreted to
                                             -----------
prevent  either  Party  from  negotiating  freely with its respective individual
customers  or  to  limit  the  ability  of either Party to serve such customers.

                                  ARTICLE VIII
                                  CONSIDERATION
                                  -------------

     8.1     Total Consideration.  As consideration for the sale by Coral to MGC
             -------------------
of  the  Coral Sale Volumes and the performance by Coral of the remainder of the
Services,  MGC shall pay to Coral, each Month during the term of this Agreement,
an  amount  equal  to  the  sum  of:
                            ---

          (a)  the product  obtained by multiplying (i) the Fixed Price, by (ii)
                   -------              -----------                      --
               the  portion  of the  Monthly  Invoiced  Sale  Quantity  for  the
               preceding  Month to which the Fixed Price  applies  under Section
                                                                         -------
               8.2; plus
               ---------


                                       23
<PAGE>
          (b)  the product obtained by multiplying (i) the Market Level Price by
                   -------             -----------                            --
               (ii) the portion of the Monthly  Invoiced  Sale  Quantity for the
               preceding  Month to which the Market  Level Price  applies  under
               Section 8.2; plus
               -----------------

          (c)  the product  obtained by multiplying  (i) the amount by which the
                   -------              -----------
               total  charges  for  transportation  or  storage  service  on any
               Transporter  have been increased over the total charges in effect
               for  such  Transporter  as set  forth on  Exhibit  J, by (ii) the
                                                         --------------
               Monthly Invoiced Sale Quantity for the preceding Month; minus
                                                                       -----

          (d)  the product  obtained by multiplying  (i) the amount by which the
                   -------              -----------
               total  charges  for  transportation  or  storage  service  on any
               Transporter  have been reduced  from the total  charges in effect
               for  such  Transporter  as set  forth on  Exhibit  J, by (ii) the
                                                         --------------
               Monthly Invoiced Sale Quantity for the preceding Month; minus
                                                                       -----

          (e)  the  product  obtained  by  multiplying  (i)  the  amount  of the
                    -------                -----------
               Retained  Interstate   Transportation   Capacity,   by  (ii)  the
                                                                   --
               applicable  FTS  demand  charge  in effect  under the  applicable
               Interstate Transportation Agreements; minus
                                                     -----

          (f)  the amounts of all FERC-approved refunds relating to the Released
               Interstate   Transportation   Capacity  and/or  Released  Storage
               Capacity received by Coral during the preceding Month.

     8.2     Allocation  of  Price.  Each  Contract  Year, the Fixed Price shall
             ---------------------
apply  to  all  Coral Sale Volumes delivered hereunder until the aggregate Coral
Sale Volumes delivered during such Contract Year (inclusive of the quantities of
                                                  ---------
Gas  deemed  to  have  been  injected  into  storage  in  accordance  with  the
Injection/Withdrawal  Plan,  but  exclusive  of quantities of Gas deemed to have
                                  ---------
been  withdrawn  from  storage under the Injection/Withdrawal Plan equal [*] Dth
(the  "Fixed  Price  Quantity").  The  Market  Level  Price  shall  apply to all
quantities of Coral Sale Volumes delivered during the remainder of such Contract
Year  in  excess  of  the  Fixed  Price Quantity, inclusive of quantities of Gas
                                                  ---------
deemed  to  have been injected into storage under the Injection/Withdrawal Plan,
but  exclusive  of  quantities of Gas deemed to have been withdrawn from storage
     ---------
under  the  Injection/Withdrawal  Plan.

     8.3     Calculation of Coral Sale Volumes. Each Day, the quantity of  Coral
             ---------------------------------
Sale Volumes delivered hereunder shall be calculated as [*] of:

          (a)  the  total  quantity  of  Gas  (exclusive  of  Replacement   Gas)
               delivered  into the MGC System from any source during such Day at
               all points of delivery thereon,  including,  without  limitation,
               the Delivery Points hereunder; [*]

          (b)  all  quantities  of Gas  transported  by MGC on the MGC System on
               behalf  of  customers  procuring  their own Gas  supplies  at all
               points of delivery thereon,  including,  without limitation,  the
               Delivery Points hereunder; [*]


                                       24
<PAGE>
          (c)  all Local  Production  and MGS  Supplies  delivered  into the MGC
               System  during  such  Day  at all  points  of  delivery  thereon,
               including, without limitation, the Delivery Points hereunder;

provided,  however,  that  Replacement  Gas  purchased  and  received  by MGC as
contemplated  in  Section 5.2 shall be included in the calculation of Coral Sale
                  ----------- -----
Volumes  delivered  each  Day  for  purposes  only of determining when the total
                                              ----
quantities  of Coral Sale Volumes delivered in any Contract Year equal the Fixed
Price  Quantity.  For  purposes of allocating withdrawals of Gas from storage to
Coral  Sale  Volumes  on  a Daily basis, the quantity of Gas specified under the
Injection/Withdrawal  Plan  for  withdrawal  during  a  Month  shall  be  deemed
withdrawn  from  storage  on each Day during such Month pro rata on the basis of
the  number  of  Days  in  such Month.  For any Day on which Gas is deemed to be
withdrawn  from  storage  under the Injection/Withdrawal Plan (as allocated on a
Daily  basis  pursuant  to  this  Section 8.3), the Coral Sale Volumes delivered
                                  -----------
during  such  Day,  calculated  as provided in this Section 8.3, shall be deemed
                                                    -----------
first  to  constitute  Gas  withdrawn  by  Coral  from storage up to the maximum
quantity  of  Gas  deemed to be withdrawn from storage during such Day under the
Injection/Withdrawal  Plan.

     8.4     Excess  Withdrawal  Quantities.  To the extent that the quantity of
             ------------------------------
Coral Sale Volumes delivered during any Day is less than the maximum quantity of
Gas  deemed  to  be  withdrawn  from  storage  during  such  Day  under  the
Injection/Withdrawal  Plan  (plus any Excess Withdrawal Quantity carried over to
such  Day  from the preceding Day), then such excess shall constitute an "Excess
                                                                          ------
Withdrawal  Quantity"  for such Day.  If an Excess Withdrawal Quantity occurs on
 -------------------
the  same Day as a Seller's Deficiency Quantity, such Excess Withdrawal Quantity
shall  also  constitute  an  "Undelivered Storage Quantity" to the extent of the
Seller's  Deficiency  Quantity for such Day.  The portion, if any, of the Excess
Withdrawal Quantity for any Day (net of any Undelivered Storage Quantities as to
which  payment is made in accordance with Sections 5.2 and 5.3) shall be carried
                                          --------------------
over to the next Day for purposes of allocating Coral Sale Volumes under Section
                                                                         -------
8.3,  and  the  Coral Sale Volumes delivered during such next Day, calculated as
---
provided  in Section 8.3, shall be deemed (i) first to constitute Gas previously
             -----------
withdrawn  by  Coral  from  storage  to  the  extent of such carried over Excess
Withdrawal  Quantity  and  (ii) second to constitute Gas withdrawn by Coral from
storage  up  to the maximum quantity of Gas (if any) deemed to be withdrawn from
storage  under  the  Injection/Withdrawal  Plan during such next succeeding Day.

     8.5     Alternative  Index.
             ------------------

          (a)  If the index or other  price  source  used to  determine  the [*]
               Index  Price  ceases  to be  available  in the  future  for  such
               determination, the Parties agree promptly to negotiate a mutually
               satisfactory  alternative index or other price source to maintain
               as nearly as practicable the prior economic relationships. If, on
               or before  thirty (30) Days after notice is received by one Party
               that the  applicable  index or other  price  source  is no longer
               available,   the   Parties   are   unable  to  agree  as  to  the
               unavailability  of such  index  or  other  price  source  or on a
               substitute  index or price source,  the Parties shall submit such
               determination to arbitration in accordance with Section 16.12.
                                                               -------------


                                       25
<PAGE>
          (b)  Upon the  determination of the new index or price source pursuant
               to Section 8.5(a), the total consideration computed under Section
                  --------------                                         -------
               8.1 will be  adjusted  retroactively  to the date as of which the
               ---
               relevant index or price source ceased to be available and the net
               difference shall be promptly paid upon demand by Coral or MGC, as
               the case may be. Until a determination has been made by agreement
               or otherwise  that the relevant  index or price source has become
               unavailable and the new index or price source has been determined
               and applied retroactively,  payments shall be made in the interim
               on the basis of the last prices  quoted in the relevant  index or
               price source prior to the time that it ceased to be available.


                                   ARTICLE IX
                            FINANCIAL RESPONSIBILITY

     9.1     Joinder  of  CELP.
             -----------------

             [*].

     9.2     Covenants  Relating  to  Financial  Responsibility.
             --------------------------------------------------

             [*].

                                    ARTICLE X
                           BILLINGS AND PAYMENT; AUDIT
                           ---------------------------

     10.1     Invoices.  On  or  before  the  twentieth  (20) Day of each Month,
              --------
Coral  shall  provide  to  MGC  a written invoice covering (a) the amount of all
consideration  payable  under  Article VIII with respect to Gas delivered during
                               ------------
the preceding Month in the detail contemplated in Section 8.1, and (b) all other
                                                  -----------
amounts,  costs,  and  expenses payable by or owed to either Party hereunder for
the  preceding Month.  To the extent that MGC determines that Coral is obligated
to  pay  damages under Sections 5.2 or 5.3, MGC shall provide to Coral a written
                       -------------------
invoice  setting  forth  the amount of such damages claimed by MGC.  Billing and
payment  for  Gas will be based on actual quantities of Gas delivered hereunder;
provided  that,  if  actual  quantities  of  Gas are not known at the time Coral
issues  its  invoice, Coral will base its invoice on the nominated quantities of
Coral Sale Volumes, and differences between such nominated quantities and actual
quantities  of  Gas  will  be  corrected  or  settled in cash by reflecting such
settlement  or  correction  in  the  invoice  for  the  following  Month.

     10.2     Payments.  Payment  of  all  funds  shall be made in U.S. currency
              --------
and,  as indicated below, in such manner that funds are immediately available to
the Party to whom payment is due on the applicable due date. All amounts payable
to  a  Party  hereunder  are  due  by  wire transfer to the account set forth in
Section  16.1  by  the  later  of  (i) the tenth (10th) calendar day following a
-------------
Party's  receipt of the other Party's original or faxed invoice therefor or (ii)
the  last  Day  of  the  Month.  If  the  payment due date falls on a weekend or
holiday,  payment  will be due on the next Business Day following the weekend or
holiday  following  the  paying Party's receipt of the invoice therefor.  If MGC
and  Coral  are  each required to pay an amount in the same Month, whether under
this  Agreement or otherwise, then such amounts with respect to each Party shall
be  aggregated, and the Parties shall discharge their obligations to pay through
netting, in which case the Party, if any, owing the greater aggregate amount may
pay to the other Party the difference between the amounts owed.  If either Party
is  delinquent  in  the  payment  of any amounts owed by that Party to the other
Party  hereunder  that  are  not  the  subject  of a good faith dispute, then in
addition  to  any  other  remedy available to such Party hereunder, the Party to
whom  the  delinquent  payment is owed shall be entitled, upon five (5) Business
Days'  notice,  to  suspend  its  performance  hereunder  (including,  without
limitation,  the  withholding  of  any  payments due hereunder) until all unpaid
amounts  due  and  owing  by  the  delinquent  Party  to  the  Party to whom the
delinquent  payment is owed (including accrued and unpaid interest under Section
                                                                         -------
10.3)  are  paid  in  full.
----


                                       26
<PAGE>
     10.3     Late/Disputed Payments.  Interest on past due amounts shall accrue
              ----------------------
at  the  Interest Rate.  If any invoice is disputed by a Party, such Party shall
pay the undisputed amounts, and, at its election the disputed amount, and shall,
within  twenty (20) Days from the date of receipt of Coral's invoice, give Coral
written  notification  setting forth the disputed amount and the basis therefor.
Except  as  provided  in Section 10.4, a Party's payment of a disputed amount or
                         ------------
failure  to  dispute  any amount shall not waive any rights, claims, or remedies
which  such  Party  has  with  respect  to such amount.  MGC and Coral shall use
reasonable  diligence  to  resolve  disputed  amounts  within  thirty  (30) Days
following  written notification.  If the undisputed amount is not paid when due,
the  undisputed  amount  shall  be  subject to late payment charges as described
above.  Any  disputed  amount which later is determined to be due to a Party and
that  is  not  paid  when  due shall be subject to late payment charges from the
original  due  date.

     10.4     Audit.  During  the  term  of  this  Agreement and for a period of
              -----
twenty-four  (24)  Months after the expiration or termination of this Agreement,
MGC  or Coral or any third party representative thereof shall have the right, at
its  expense,  upon  reasonable  notice  and at reasonable times, to examine the
books  and  records  of  the  other  Party to the extent reasonably necessary to
verify  the  accuracy  of  any computation made under this Agreement and, to the
extent  of  the  information  underlying  the reports required to be provided by
Coral  to MGC under Section 3.5(b), to monitor the performance and compliance of
                    --------------
Coral  under  this Agreement; provided, however, that in no event shall Coral be
obligated  to  disclose  to  MGC  any  of  Coral's  Gas  sale,  Gas  supply,
transportation, storage, gathering, financial hedging, or other contracts or any
term  or  provision  thereof,  customer  or  supplier  information,  or  other
proprietary  information  of  Coral  not  directly  related  to the transactions
contemplated  in  this  Agreement.  Except  for  fraud or willful misconduct, no
adjustment  or  correction  shall  be  made  to  any computation made under this
Agreement,  and  all  records  and payments shall be conclusively presumed to be
final,  unless notice specifying the error or inaccuracy is given within two (2)
calendar  years  from  the  end  of the calendar year during which such error or
inaccuracy  occurred.  The  provisions  of  this  Section 10.4 shall survive the
                                                  ------------
termination of this Agreement.  Each Party shall keep and maintain its books and
records  of  account  relating  to  this Agreement and the performance hereof in
accordance  with  GAAP,  except  when  MGC is required to conform to the Uniform
System  of  Accounts.  All  such  books  and records shall be kept for a minimum
period  of  twenty-four  (24) Months after the expiration or termination of this
Agreement.


                                       27
<PAGE>
                                   ARTICLE XI
                                      TAXES
                                      -----

     11.1     General  Tax  Provision.  During  the  term of this Agreement, MGC
              -----------------------
shall reimburse Coral for all ad valorem Taxes actually assessed against the Gas
in storage pursuant to the Released Storage Capacity based on a valuation of the
Gas  in storage up to  $[*] per Dth to the extent that such ad valorem Taxes are
calculated based upon injections of Gas into and withdrawals of Gas from storage
under  the  Storage  Agreement in accordance with the Injection/Withdrawal Plan.
Coral  shall  be  responsible  for  all  such  ad valorem Taxes in excess of the
amounts  described  in  the  first  sentence of this Article XI that result from
                                                     ----------
injections  of  Gas  into and withdrawals of Gas from storage by Coral under the
Storage  Agreement that are not in accordance with the Injection/Withdrawal Plan
or  a  valuation  of  the  Gas in storage at a value in excess of  $[*] per Dth.
Otherwise,  the  prices  paid  for Gas sold hereunder include full reimbursement
for,  and Coral shall pay, or reimburse MGC for, all Taxes or other governmental
charges  imposed  by federal, state or local authorities applicable to the Coral
Sale  Volumes  upstream  of the Delivery Point(s).  The prices paid for Gas sold
hereunder  do  not  include  reimbursement  for, and MGC shall pay, or reimburse
Coral  for,  all  Taxes  applicable  to the Coral Sale Volumes downstream of the
Delivery Point(s), and sales and/or use taxes, if any, applicable to the sale of
the  Coral  Sale  Volumes  to  MGC  at  the Delivery Points.  If either Party is
reimbursed  by any third party purchaser or any other person or entity for Taxes
assessed  or levied on the Coral Sale Volumes and borne by the other Party, then
the  Party receiving such reimbursement shall pay the Party bearing such Tax the
amount of such reimbursement.  Upon request, a Party shall provide a certificate
of  exemption  or  other  evidence  of  exemption  from any Tax, including a tax
identification  number  and  a withholding exemption certificate, and each Party
agrees  to cooperate with the other in obtaining exemptions and minimizing Taxes
payable  in  respect  of  all  transactions  pursuant  to  this  Agreement.


                                       28
<PAGE>
     11.2     Other  Tax  Provisions.  If  the State of West Virginia enacts any
              ----------------------
new,  additional,  or  increased  Tax  against  Coral  in  connection  with  its
performance of the Services or against the Coral Sale Volumes, then effective as
of  the  effective date of such new, additional, or increased Tax, Coral may, at
its  option,  exercisable by written notice to MGC given no later than three (3)
Business  Days  prior  to  such  effective  date,  cause  (a)  the  point  of
interconnection  between the Columbia Gulf System and the TCo System to become a
new  Delivery  Point  under  this Agreement in lieu of the then-current Delivery
Points  on the TCo System and the MGC System; (b) all of the Released Interstate
Transportation  Capacity  on  the TCo System, the Released Storage Capacity, and
all  rights  under the CNR Agreement to revert to MGC; (c) a mutually agreed new
point  of  delivery in the State of Kentucky on the Tennessee System to become a
new  Delivery  Point  under  this Agreement in lieu of the then-current Delivery
Points  on  the  Tennessee  System;  and  (d)  all  of  the  Released Interstate
Transportation  Capacity  with  respect  to  the segment of the Tennessee System
extending  from  the  then-current Delivery Points to such new Delivery Point in
the State of Kentucky on the Tennessee System to revert to MGC.  Thereafter, MGC
(acting  through the MGC Employee who shall be present in Coral's Houston, Texas
offices  for  these  purposes) shall act as Coral's agent for the performance of
the  Agent  Duties  with  respect  to  such  reverted  Released  Interstate
Transportation  Capacity,  Released  Storage  Capacity, and rights under the CNR
Agreement  in  connection with the delivery of the Daily Gas Supply Requirements
to  such  new  Delivery  Points and the delivery of other quantities of Gas that
Coral  is  obligated  to  deliver  to  third parties at points of delivery on or
served  by  the  reverted  Released  Interstate  Transportation Capacity and the
rights  under  the  CNR  Agreement.  Insofar as MGC is acting in its capacity as
Coral's  agent  with respect to such reverted Released Interstate Transportation
Capacity,  Released  Storage  Capacity, and rights under the CNR Agreement under
this Section 11.2, MGC agrees to perform the Agent Duties in accordance with the
     ------------
instructions  of  Coral  which  are  timely received by MGC with respect to such
matters  (the  "Agency  Instructions").  MGC  shall  not be obligated to perform
                --------------------
Agent  Duties  until it receives Agency Instructions.  If, on any Day during the
term  of  this  Agreement  after  the  reversion  of  such  Released  Interstate
Transportation  Capacity,  Released  Storage  Capacity, and rights under the CNR
Agreement  pursuant to this Section 11.2, Coral fails to perform its obligations
                            ------------
under  Section  3.4(a) as the result of the failure of MGC as agent to carry out
       ---------------
Coral's  Agency  Instructions,  and such failure by MGC is not the result of any
material  act  or  omission  of  Coral  that  directly  affects MGC's ability to
perform, such failure of Coral to perform shall be excused under Section 5.1(c);
                                                                 --------------
provided,  however,  that if any such failure by MGC to carry out Coral's Agency
Instructions results from a Force Majeure, any occurrence with respect to MGC of
                            -------------
any  of the causes enumerated in clause (a) or clause (b) of Section 5.4, or any
                                                             -----------
material  act  or  omission  of  Coral  that  directly  affects MGC's ability to
perform,  MGC shall have no liability to Coral with respect to such failure.  In
the  event  of  any  such unexcused failure by MGC as agent to carry out Coral's
Agency  Instructions,  Coral  shall have all rights and remedies available under
this Agreement, at law, and in equity, subject to the provisions of Section 5.6.
                                                                    -----------
Without  limiting  MGC's  obligation  to  follow  Coral's Agency Instructions in
accordance with this Section 11.2, Coral shall pay and reimburse MGC for (or, at
MGC's option, MGC shall receive a credit on the invoices MGC receives from Coral
hereunder  in  an amount equal to) all charges paid by MGC and all Taxes, costs,
losses  and  liabilities  (including,  without  limitation,  costs,  losses  and
liabilities  allocated  to  Coral  under  Sections  3.3(b),  3.3(c)  and 3.3(f))
                                          -------------------------------------
incurred by MGC with respect to such reverted Released Interstate Transportation
Capacity,  Released  Storage  Capacity, and rights under the CNR Agreement or in
its  capacity as agent under this Section 11.2, in each case as if such reverted
                                  ------------
Released  Interstate  Transportation  Capacity,  Released  Storage Capacity, and
rights  under  the  CNR  Agreement  had  not  reverted  to  MGC.  Under  such
circumstances,  Coral shall continue to invoice MGC for volumes delivered to MGC
(i)  on the same citygate basis (with appropriate adjustment made for TCo System
or  Tennessee System shrinkage) as if the relevant new, additional, or increased
Tax had not been enacted, and (ii) at the same price per Dth as if such Released
Interstate  Transportation Capacity, Released Storage Capacity, and rights under
the  CNR  Agreement  had not reverted to MGC.  If, after Coral has exercised the
option  described  in  the first sentence of this Section 11.2, Coral determines
                                                  ------------
that  it  no longer wishes MGC as agent to perform the Agent Duties with respect
to the delivery of quantities of Gas that Coral is obligated to deliver to third
parties  at  points of delivery on or served by the reverted Released Interstate
Transportation  Capacity  or  the  rights under the CNR Agreement, MGC agrees to
cooperate  in  good  faith  with Coral to structure mutually acceptable capacity
release,  buy-sell,  or  other  transactions  relating  to  such  third  party
obligations  of Coral, consistent with Coral's obligations under this Agreement.
Notwithstanding  the preceding provisions of this Section 11.2, if Coral and MGC
                                                  ------------
subsequently  determine that (i)  the actions described in the first sentence of
this Section 11.2 would have no effect on the assessment of or liability for the
     ------------
relevant  new, additional, or increased Tax against Coral in connection with its
performance  of  the  Services  or  against the Coral Sale Volumes, and (ii) MGC
would  be  responsible for the payment of such new, additional, or increased Tax
if this Agreement had not been executed, MGC shall reimburse Coral promptly upon
invoice  for  any such new, additional, or increased Tax which Coral is required
to  pay,  but  only  insofar  as such Tax is attributable to the Services or the
Coral  Sale  Volumes.  Any  dispute  among  Coral and MGC concerning the matters
described  in clause (i) or clause (ii) of the immediately preceding sentence of
this  Section 11.2, shall be submitted to arbitration in accordance with Section
      ------------                                                       -------
16.12.  If  Coral  has  elected  to cause the  actions described in clauses (a),
-----
(b),  (c) and (d) of this Section 11.2 and Coral and MGC determine (by agreement
---                       ------------
or through arbitration) that such actions would have no effect on the assessment
of  or  liability  for  such  Tax  as  provided  in  clause  (i) of the sentence
immediately  preceding  the  preceding  sentence,  then  such  actions  shall be
promptly  reversed.  The  Parties'  respective  obligations under Section 3.3(g)
                                                                  --------------
shall  not  be affected by reversion of the Released Storage Capacity under this
Section  11.2,  and such reversion of the Released Storage Capacity to MGC shall
 ------------
not,  in  and  of itself, subject either Party to any obligation in favor of the
other  Party  under  Section  3.3(g).
                     ---------------


                                       29
<PAGE>
                                   ARTICLE XII
                                  FORCE MAJEURE
                                  -------------

     12.1     Effect  of  Force  Majeure.  Except  with  regard  to  a  Party's
              ---------------------------
obligation  to  make payments due under the Agreement, in the event either Party
hereto  is rendered unable, wholly or in part, by Force Majeure to carry out its
obligations  under  this  Agreement,  it is agreed that upon such Party's giving
notice and full particulars of such Force Majeure within twenty-four (24) hours,
such  notice  to  be  confirmed  in writing, by facsimile, or by telegram to the
other  Party,  after the occurrence of the cause relied on, then the obligations
of  the  Party  giving  such  notice, insofar as they are affected by such Force
Majeure,  shall  be  suspended during the continuance of any inability so caused
from  its  inception  but  for  no  longer  period.

     12.2     Definition of Force Majeure.  The term "Force Majeure" as employed
              ---------------------------
in  this  Agreement  will  mean  acts  of  God, strikes, lockouts, or industrial
disputes  or  disturbances, equipment failure, civil disturbances, interruptions
by  government  or  court orders, necessity for compliance with any court order,
law,  statute,  ordinance, or regulation promulgated by a governmental authority
having  jurisdiction,  acts of the public enemy, or any other cause of like kind
not  reasonably within the control of the Party claiming Force Majeure and which
by  the exercise of due diligence of such Party could not have been prevented or
is  unable  to  be  overcome.

     12.3     Exclusions  from Force Majeure.  In addition to circumstances that
              ------------------------------
would  not  be considered "Force Majeure", the term "Force Majeure" specifically
excludes  the  following  occurrences  or events: (i) the loss, interruption, or
curtailment  of  interruptible  transportation  on  any Transporter necessary to
effect receipt or delivery of Gas hereunder, unless the same event also curtails
firm  transportation  to  the  extent  firm  transportation  is available on the
affected pipeline segment; (ii) increases or decreases in natural gas supply due
to  allocation  or  reallocation  of production by well operators, pipelines, or
other parties; (iii) loss of markets; (iv) failure of specific, individual wells
or  appurtenant  facilities  in  the  absence  of  a Force Majeure event broadly
affecting  other  wells  in  the  same  geographic  area;  and  (v)  regulatory
disallowance  of  the  pass through of the costs of natural gas or other related
costs.


                                       30
<PAGE>
     12.4     Strikes  and  Lockouts.  It  is  understood  and  agreed  that the
              ----------------------
settlement of strikes or lockouts shall be entirely within the discretion of the
party  having  the  difficulty,  and  that  the  above requirement of the use of
diligence  in  restoring  normal  operating  conditions  shall  not  require the
settlement of strikes or lockouts by acceding to the terms of the opposing party
when  such  course  is  inadvisable  in  the  discretion of the party having the
difficulty.

                                  ARTICLE XIII
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

     13.1     Representations  and Warranties of Coral and CELP.  As a principal
              -------------------------------------------------
cause  and  material  inducement  to MGC to enter into this Agreement, Coral and
CELP  hereby  jointly and severally represent and warrant to MGC, as of the date
hereof  and  again  as  of  the Effective Date (and as a continuing warranty and
representation  in  the  case  of  Section  13.1(f)  below),  as  follows:
                                   ----------------

          (a Coral and CELP are  limited  partnerships  duly  formed,  currently
     existing,  and in good standing under the laws of the State of Delaware and
     are  registered  and  authorized  to conduct  business  as foreign  limited
     partnerships  in each  jurisdiction  where the  nature of their  respective
     activities makes such  registration  necessary.  Coral GP, L.P., a Delaware
     limited  partnership,  is the  general  partner  of Coral,  and CELP is the
     limited  partner  of Coral.  Coral and CELP  have all  requisite  power and
     authority  to  carry  on  their  respective  businesses  as now  conducted,
     including,  without  limitation,  the  execution  and  performance  of this
     Agreement.

          (b This  Agreement  and any  other  documents  and  instruments  to be
     executed  and  delivered  by  Coral  and  CELP  pursuant  hereto,  and  the
     performance by Coral and CELP of the transactions  contemplated  hereby and
     thereby,  have been duly  authorized by all  necessary  action of Coral and
     CELP.  This  Agreement has been, and each such other document or instrument
     will be, duly executed and delivered by Coral and CELP and constitutes,  or
     upon such execution and delivery will  constitute,  the legal,  valid,  and
     binding  obligations of Coral and CELP,  enforceable against Coral and CELP
     in accordance with their respective terms, subject,  however, to applicable
     bankruptcy,  insolvency,   reorganization,   moratorium,  or  similar  laws
     affecting  creditors'  rights  generally  and except as the  enforceability
     thereof  may be limited  by general  principles  of equity  (regardless  of
     whether considered in a proceeding in equity or at law).

          (c To the  knowledge of Coral and CELP,  Coral and CELP have  complied
     with  all  applicable  laws,  rules,  regulations,  and  ordinances  of any
     governmental  authority having jurisdiction over Coral and CELP as to which
     non-compliance would have a material adverse effect on Coral or CELP or the
     ability of Coral or CELP to perform their respective obligations hereunder.
     Coral and CELP have all consents,  licenses,  approvals, and authorizations
     of and registrations with any governmental or regulatory  authority or with
     any third party that are required in  connection  with their  execution and
     delivery  of  this  Agreement  and  the  performance  of  their  respective
     obligations  hereunder,  and all of  such  consents,  licenses,  approvals,
     authorizations, and registrations are in full force and effect.


                                       31
<PAGE>
          (d The execution,  delivery, and performance by Coral and CELP of this
     Agreement and the other  documents and instruments to be delivered by Coral
     and CELP pursuant  hereto,  and the  transactions  contemplated  hereby and
     thereby,  do not and will not (i) violate or conflict with any provision of
     the certificate of limited partnership,  limited partnership agreement,  or
     other organizational documents of Coral or CELP, (ii) violate or constitute
     a default  under any  agreement or  instrument  to which Coral or CELP is a
     party or by which  Coral or CELP is  bound,  which  violation  will  have a
     material  adverse  effect on the ability of Coral or CELP to perform  their
     respective obligations hereunder,  or (iii) violate any existing statute or
     law or any judgment,  injunction, decree, order, regulation, or rule of any
     court  or  governmental  authority  applicable  to  Coral  or  CELP,  which
     violation  will have a material  adverse  effect on the ability of Coral or
     CELP to perform their respective obligations hereunder.

          (e There are no judicial or  administrative  actions,  proceedings  or
     investigations (including, without limitation, bankruptcy,  reorganization,
     or insolvency actions,  proceedings,  or investigations) pending or, to the
     knowledge of Coral or CELP,  threatened  that (i) challenge the validity of
     this  Agreement  or the  transactions  contemplated  hereby,  (ii)  seek to
     restrain  or prevent  any  action  taken or to be taken by Coral or CELP in
     connection with this  Agreement,  or (iii) if adversely  determined,  would
     have a material adverse effect upon the ability of Coral or CELP to perform
     their respective obligations hereunder.

          (f Coral  warrants  the  title to all Gas  delivered  or  caused to be
     delivered by Coral to MGC  hereunder,  the right to sell the same, and that
     such Gas is free and clear of all liens, security interests,  encumbrances,
     claims of royalty, and other adverse claims.

     13.2     MGC's  Representations  and  Warranties.  As a principal cause and
              ---------------------------------------
material inducement to Coral to enter into this Agreement, MGC hereby represents
and  warrants  to Coral, as of the date hereof and on the effective date hereof,
as  follows:

          (a MGC is a corporation duly organized,  validly existing, and in good
     standing  under the laws of the State of West  Virginia and is qualified to
     conduct business in each jurisdiction  where the nature of MGC's activities
     makes  such  qualification  necessary.  MGC has  all  requisite  power  and
     authority to carry on its  business as now  conducted,  including,  without
     limitation, the execution and performance of this Agreement.

          (b This  Agreement  and any  other  documents  and  instruments  to be
     delivered  by  MGC  pursuant  hereto,  and  the  performance  by MGC of the
     transactions  contemplated hereby and thereby, have been duly authorized by
     all necessary  corporate  action of MGC. This  Agreement has been, and each
     such other document or instru-ment  will be, duly executed and delivered by
     MGC and  constitutes,  or upon such execution and delivery will constitute,
     the legal, valid, and binding  obligations of MGC,  enforceable against MGC
     in accordance with its respective terms,  subject,  however,  to applicable
     bankruptcy,  insolvency,   reorganization,   moratorium,  or  similar  laws
     affecting  creditors'  rights  generally  and except as the  enforceability
     thereof  may be limited  by general  principles  of equity  (regardless  of
     whether considered in a proceeding in equity or at law).


                                       32
<PAGE>
          (c To the knowledge of MGC, MGC has complied with all applicable laws,
     rules,  regulations,  and ordinances of any  governmental  authority having
     jurisdiction  over MGC as to which  non-compliance  would  have a  material
     adverse  effect  on  MGC  or  MGC's  ability  to  perform  its  obligations
     hereunder. MGC has all consents, licenses, approvals, and authorizations of
     and registrations with any governmental or regulatory authority or with any
     third party that are required in connection with its execution and delivery
     of this Agreement and the performance of its obligations hereunder, and all
     such consents, licenses, approvals,  authorizations,  and registrations are
     in full force and effect.

          (d The execution,  delivery,  and performance by MGC of this Agreement
     and the other  documents  and  instruments  to be delivered by MGC pursuant
     hereto, and the transactions  contemplated  hereby and thereby,  do not and
     will not (i)  violate or conflict  with any  provision  of the  articles or
     certificate of incorporation  and bylaws of MGC, (ii) violate or constitute
     a default  under  any  Interstate  Transportation  Agreement,  the  Storage
     Agreement, the CNR Agreement, or other agreement or instrument to which MGC
     is a party or by which MGC is bound,  which  violation will have a material
     adverse effect on MGC's ability to perform its  obligations  hereunder,  or
     (iii)  violate any  existing  statute or law or any  judgment,  injunction,
     decree, order,  regulation,  or rule of any court or governmental authority
     applicable to MGC, which  violation will have a material  adverse effect on
     MGC's ability to perform its obligations hereunder.

          (e There are no judicial or administrative  actions,  proceedings,  or
     investiga-tions (including, without limitation, bankruptcy, reorganization,
     or insolvency actions, proceedings, or investigations) pending or, to MGC's
     knowledge,  threatened that (i) challenge the validity of this Agreement or
     the transactions  contemplated hereby, (ii) seek to restrain or prevent any
     action taken or to be taken by MGC in connection  with this  Agreement,  or
     (iii) if adversely  determined,  would have a material  adverse effect upon
     MGC's ability to perform its obligations hereunder.

          (f All Interstate  Transportation Agreements are identified on Exhibit
                                                                         -------
     C. To the  knowledge of MGC, and subject to Coral's  providing the Services
     -
     substantially  in  accordance  with MGC's past  practices,  the  Interstate
     Transportation  Agreements,  the Storage  Agreement,  and the CNR Agreement
     constitute all of the agreements with any  Transporter  necessary to permit
     Coral to perform  the  Services  hereunder.  MGC has  afforded to Coral and
     Coral's  officers,   employees,   counsel,   accountants,   and  authorized
     representatives full and complete access to, and photocopies of, all of the
     Interstate  Transportation  Agreements,  the Storage Agreement, and the CNR
     Agreement.  No  information,  records,  or  data  relating  to any of  such
     agreements  furnished  by MGC to  Coral  prior  to the  execution  of  this
     Agreement shall be incorrect or inaccurate in any material  respect when so
     furnished,  and no documents  relating  thereto were removed,  nor were any
     information or documents  relating  thereto  omitted from the  information,
     records,  or data  relating  thereto  furnished by MGC to Coral,  which are
     necessary  to  make  the  information,  records,  and  data  furnished  not
     misleading  in any  material  respect.  Except as  otherwise  indicated  on
     Schedule  13.2(f),  MGC has not  received  notice of the  existence  of any
     -----------------
     default  by MGC or any  third  party  under any  Interstate  Transportation
     Agreement,  the  Storage  Agreement,  or the  CNR  Agreement,  nor,  to the
     knowledge of MGC, is MGC in default  thereunder,  nor, to the  knowledge of
     MGC, does there exist any event or circumstance  that, with notice or lapse
     of time or both,  would  give  rise to such a  default  by MGC or any third
     party.  As used in this Section  13.2(f),  the term  "knowledge"  means the
                             ----------------
     actual  knowledge  (excluding  any  imputed  or implied  knowledge)  of the
     officers, in-house attorneys, and employees of MGC who are at a supervisory
     or higher level with MGC or who are  directly  involved on behalf of MGC in
     matters directly relating to any Interstate Transportation  Agreements, the
     Storage Agreement, or the CNR Agreement.


                                       33
<PAGE>
     13.3     Disclaimers  of  Warranties.  EACH  OF  MGC AND CORAL ACKNOWLEDGES
              ---------------------------
THAT IT HAS ENTERED INTO THIS AGREEMENT AND IS CONTRACTING PURSUANT HERETO BASED
SOLELY  UPON THE EXPRESS  REPRESENTATIONS AND WARRANTIES HEREIN AND SUCH PARTY'S
INDEPENDENT  ANALYSIS  OF  THE  DATA  AND  INFORMATION  (INCLUDING  CONFIDENTIAL
INFORMATION)  RELATING  TO  THE  TRANSACTIONS  CONTEMPLATED  IN  THIS  AGREEMENT
SUPPLIED  TO  SUCH  PARTY BY THE OTHER PARTY IN CONNECTION THEREWITH.  CORAL AND
MGC  EACH  EXPRESSLY  NEGATES  ANY  OTHER REPRESENTATION OR WARRANTY, WRITTEN OR
ORAL, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR
WARRANTY  WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.


                                       34
<PAGE>
                                   ARTICLE XIV
                                 INDEMNIFICATION
                                 ---------------


     14.1     Indemnities of Coral.  Regardless of any investigation made at any
              --------------------
time  by  or on behalf of MGC or any information MGC may have, and regardless of
the  presence  or  absence of insurance, Coral shall indemnify and hold harmless
MGC and its Indemnity Group from and against any and all Claims of third parties
caused by, arising out of, resulting from, or relating in any way to, and to pay
MGC  any  sum  that  MGC pays or becomes obligated to pay on account of: (a) any
adverse  Claim based on title of any person to or against the Coral Sale Volumes
and  Gas  transported  using  the  Released Interstate Capacity, or the proceeds
thereof;  (b) INJURY TO OR DEATH OF ANY PERSON, PERSONS, OR OTHER LIVING THINGS,
OR  LOSS,  DAMAGE,  OR DESTRUCTION OF PROPERTY, RESULTING DIRECTLY OR INDIRECTLY
FROM  ANY  ACT OR ACCIDENT OCCURRING WITH RESPECT TO (i)  THE CORAL SALE VOLUMES
WHEN  SUCH  GAS  IS  IN  THE EXCLUSIVE POSSESSION AND CONTROL OF CORAL, (ii) GAS
TRANSPORTED  USING  THE  RELEASED  INTERSTATE  TRANSPORTATION CAPACITY OR STORED
USING  THE  RELEASED  STORAGE CAPACITY DURING THE TERM OF SUCH RELEASE TO CORAL,
AND  (iii)  GAS TRANSPORTED OR EXCHANGED USING THE RIGHTS ASSIGNED UNDER THE CNR
AGREEMENT  DURING  THE  TERM  OF  SUCH ASSIGNMENT TO CORAL, IN EACH CASE WITHOUT
REGARD  TO  THE CAUSES OF THE DAMAGE OR LOSS, INCLUDING, WITHOUT LIMITATION, THE
NEGLIGENCE  OF  MGC  OR  ANY  OF ITS INDEMNITY GROUP, WHETHER SUCH NEGLIGENCE BE
SOLE,  JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE, OR THE STRICT LIABILITY OF MGC
OR  ANY  OF  ITS  INDEMNITY  GROUP; (c) all Taxes for which Coral is responsible
hereunder; (d) any breach or default in the performance by Coral of any material
covenant  or  material  agreement  of Coral contained in this Agreement; (e) all
contractual  Claims accruing under the Interstate Transportation Agreements with
respect  to  the  Released  Interstate  Transportation  Capacity,  the  Storage
Agreement  with  respect  to  the  Released  Storage Capacity, and under the CNR
Agreement,  in each case during the term of such release or assignment to Coral,
for which responsibility has been allocated to or assumed by Coral under Section
                                                                         -------
3.3,  except  to the extent that any such contractual Claim results from any act
---
or  omission  of  MGC  or  any  of  its  Indemnity  Group in conflict with MGC's
obligations  under  this  Agreement;  (f)  any  breach of a material warranty or
representation  made  by Coral herein; or (g) MGC's service as Coral's agent and
its performance of the Agent Duties pursuant to Section 11.2, or MGC's following
                                                ------------
any instructions given by Coral to MGC as Coral's agent pursuant to Section 11.2
                                                                    ------------
(whether or not such instructions constitute Agency Instructions), except to the
extent  of  the  unexcused  failure  by MGC as agent to perform any of the Agent
Duties  or  MGC's  gross  negligence or willful misconduct in the performance or
non-performance  thereof.


                                       35
<PAGE>
     14.2     Indemnities  of  MGC.  Regardless of any investigation made at any
              --------------------
time  by or on behalf of Coral or any information Coral may have, and regardless
of  the  presence or absence of insurance, MGC shall indemnify and hold harmless
Coral  and  its  Indemnity  Group  from  and against any and all Claims of third
parties  caused  by,  arising out of, resulting from, or relating in any way to,
and  to pay Coral any sum that Coral pays or becomes obligated to pay on account
of:  (a)  any  adverse  Claim  based  on  title  of any person to or against Gas
transported  using  the  Retained  Interstate  Transportation  Capacity  or  the
proceeds thereof; (b) INJURY TO OR DEATH OF ANY PERSON, PERSONS, OR OTHER LIVING
THINGS,  OR  LOSS,  DAMAGE,  OR  DESTRUCTION  OF PROPERTY, RESULTING DIRECTLY OR
INDIRECTLY  FROM  ANY  ACT OR ACCIDENT OCCURRING WITH RESPECT TO GAS TRANSPORTED
USING  THE  RETAINED  INTERSTATE  TRANSPORTATION CAPACITY, WITHOUT REGARD TO THE
CAUSES  OF  THE DAMAGE OR LOSS, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF
CORAL  OR  ANY OF ITS INDEMNITY GROUP, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR
CONCURRENT, OR ACTIVE OR PASSIVE, OR THE STRICT LIABILITY OF CORAL OR ANY OF ITS
INDEMNITY  GROUP;  (c) all Taxes for which MGC is responsible hereunder; (d) any
breach or default in the performance by MGC of any material covenant or material
agreement  of  MGC  contained  in  this  Agree-ment;  (e) all contractual Claims
accruing  before,  during,  and after the term of this Agreement with respect to
the  Released Interstate Transportation Capacity, the Released Storage Capacity,
and the assigned rights under the CNR Agreement that are not included within the
ambit of the indemnities of Coral set forth in Section 14.1; (f) all contractual
                                               ------------
Claims  accruing  at  any time with respect to the Retained Interstate Capacity;
(g)  Claims  resulting from any protest or proceeding undertaken by MGC pursuant
to  Section  3.3(i);  or (h) any breach of a material warranty or representation
    ---------------
made  by  MGC  herein.

     14.3     Indemnification  Procedures.  With respect to each indemnification
              ---------------------------
included  in  this  Agreement,  the  indemnity  is  given  to the fullest extent
permitted  by  applicable  law and the following provisions shall be applicable.
The Indemnified Party shall promptly notify the Indemnifying Party in writing of
any  Claim,  and  the  Indemnifying  Party  shall  have  the right to assume its
investigation  and  defense,  including  employment  of  counsel,  and  shall be
obligated  to  pay related court costs, attorneys' fees and experts' fees and to
post any appeals bonds; provided, however, that the Indemnified Party shall have
the  right  to  employ  at  its  expense separate counsel and participate in the
defense  of  any  Claim.  The  Indemnifying  Party  shall  not be liable for any
settlement  of a Claim without its express written consent thereto.  In order to
prevent  double recovery, the Indemnified Party shall reimburse the Indemnifying
Party  for  payments  or  costs  incurred  in  respect  of an indemnity with the
proceeds of any judgment, bond, surety or other recovery made by the Indemnified
Party  with respect to a covered event other than insurance maintained by or for
the  benefit  of  the  Indemnified  Party.


                                   ARTICLE XV
                             WINDING UP ARRANGEMENTS
                             -----------------------

     15.1     Generally.  Upon  the  expiration  or  early  termination  of this
              ---------
Agreement,  Coral  and  MGC shall proceed to wind up the business and activities
conducted hereunder in accordance with the provisions of this Article XV.  On or
                                                              ----------
prior  to  the  Termination  Date  (or after the Termination Date in the case of
subsection  (b)  below),  Coral  and  MGC  shall  take  the  following  actions:


                                       36
<PAGE>
          (a Coral and MGC shall give all notices,  execute such  documents  and
     agreements,  and to take all other steps  necessary  to cause the recall or
     reversion to MGC of all of the Released Interstate Transportation Capacity,
     the  Released  Storage  Capacity,  and the  rights  assigned  under the CNR
     Agreement.   The   recall  or   reversion   of  the   Released   Interstate
     Transportation  Capacity,  the Released  Storage  Capacity,  and the rights
     assigned  under the CNR  Agreement  shall be effective at the earliest time
     mutually  agreed  upon by Coral  and MGC,  but in no event  later  than the
     Termination  Date, and shall be  accomplished in accordance with all of the
     terms and provisions of the FERC Gas tariffs  applicable to the TCo System,
     the Columbia Gulf System,  and the Tennessee  System,  all applicable  FERC
     regulations,  and all  Interstate  Transportation  Agreements,  the Storage
     Agreement, and the CNR Agreement.

          (b As soon as is reasonably  practicable  after the Termination  Date,
     Coral and MGC shall enter into an accounting of all things  relating to the
     business and activities  conducted  hereunder.  Upon the completion of such
     accounting,  any monies, penalties, or other charges due and owing Coral or
     MGC shall be paid,  any  corrections  or adjustment to payments  previously
     made shall be  determined,  and any  refunds  owed to Coral or MGC shall be
     paid.

     15.2     Survival.  The  provisions  of  this  Agreement  shall survive the
              --------
termination  hereof  to  the  extent  required  to facilitate the wind up of the
business  and affairs of Coral and MGC hereunder in accordance with this Article
                                                                         -------
XV.  Following  the  completion  of  such  winding  up arrangements, [*] and the
--
provisions of Sections 5.6, 6.1(b), 6.3(b), 6.4, 10.4, Article XIV, and Sections
16.1,  16.3,  16.4,  16.5,  16.6,  16.7,  16.8, 16.9 and 16.12 shall survive the
--------------------------------------------------------------
expiration  or  termination of this Agreement and shall remain in full force and
effect  between  the Parties to the extent provided therein.  Except as provided
in  Section  10.4, termination of this Agreement shall not release or affect the
    -------------
rights,  interests  and  obligations  of  the  Parties under this Agreement with
respect  to  the  period  prior  to  termination.

                                   ARTICLE XVI
                                  MISCELLANEOUS
                                  -------------

     16.1     Communication.
              -------------

          (a) Notices All notices  shall be made as  specified  in this  Section
              -------                                                    -------
     16.1.  Notices required to be in writing shall be delivered in written form
     ----
     by  letter,  facsimile  or other  documentary  form.  Notice by  facsimile,
     automation  or hand  delivery  shall be deemed to have been  received  when
     delivered  by  hand or  actually  received,  except  that  notices  sent by
     facsimile shall be deemed received when receipt is confirmed, provided that
     notice  sent by  facsimile  and  received  by  recipient  after its  normal
     business  hours on a  Business  Day shall be deemed to be  received  on the
     following  Business  Day or such earlier  time  confirmed by the  receiving
     Party.  Notice by  overnight  mail or courier  shall be deemed to have been
     received on the date that such mail or courier  delivery is effected or its
     delivery is attempted,  if delivery is refused or rejected, or such earlier
     time  confirmed  by the  receiving  Party.  Any  notices  in respect of the
     termination of this  Agreement  shall be given as specified in this Section
                                                                         -------
     16.1.  Any Party may change its  addresses by  providing  notice of same in
     ----
     accordance herewith.


                                       37
<PAGE>
TO  MGC:                                     TO  CORAL  AND/OR  CELP:
Notices/Correspondence/Termination/Invoices
Notices/Correspondence/Termination
(Mail/Fax):                                  (Mail/Fax):
MOUNTAINEER  GAS  COMPANY                    CORAL  ENERGY  RESOURCES,  L.P.
P.O.  Box  3152                              909  Fannin,  Suite  700
Charleston,  West  Virginia  25332           Houston,  Texas  77010
Attention: Mr. Jeffrey L. Kirk               Attention:  Contract Administration
Facsimile:  (304)  345-1569                  Facsimile:  (713)  767-5456
WIRE  TRANSFER  INSTRUCTIONS:                WIRE  TRANSFER  INSTRUCTIONS:
Mountaineer  Gas  Company                    NationsBank
c/o  One  Valley  Bank  N.A.                 Dallas,  Texas  75284-4408
ABA#     0519-0035-3                         ABA  No.  111000012
For  Credit  To:  MGC                        For  Credit  To:  Coral  Energy
Resources,  L.P.
Account#  654-642-8                          Account  No.:  37507-70027

          (b) Account Directors. At all times during the term of this Agreement,
              -----------------
     each of Coral  and MGC  shall  have  identified  for each  other  personnel
     employed by each of such Parties,  together with their respective addresses
     and  telephone  and  facsimile  information,  who will serve as the account
     directors of such Parties for purposes of this  Agreement.  The  designated
     account  director  for each Party shall be available to deliver and receive
     routine   communications   and  inquiries   concerning   the   transactions
     contemplated  in this  Agreement.  Either  Party  may  change  its  account
     director by written notice to the other Party, given in accordance with the
     provisions of Section 16.1(a).
                   ---------------

     16.2     Governmental  Regulation.  If,  during the term of this Agreement,
              ------------------------
there  occurs  a change in any law or regulation (other than with respect to new
Taxes)  applicable  to either Party, or either Party becomes subject to a law or
regulation  (other  than  with respect to new Taxes) of any kind to a greater or
different  extent  than  that  existing  on  the Effective Date, and such new or
changed  law  or  regulation either renders this Agreement, in whole or in part,
illegal  or  unenforceable or materially adversely affects the ability of one or
both  Parties  to  perform  this  Agreement,  the  Party affected by such new or
changed  law  or  regulation  may  declare  an Early Termination Date on one (1)
Business Day's notice and otherwise in accordance with Section 5.7, effective as
                                                       -----------
of the Day prior to the enactment or promulgation of the relevant new or changed
law  or  regulation.  The Parties agree that the exercise by either Party of its
rights  under  this  Section  16.2  may be made on a retroactive basis, it being
                     -------------
understood  that in such case Coral and MGC shall agree on terms to apply to Gas
sold and Services performed after the date of any termination under this Section
                                                                         -------
16.2.  The Parties agree to negotiate in good faith a new agreement resulting in
----
substantially  the  same  economic  benefits  as  in  the  terminated Agreement.

     16.3     GOVERNING  LAW.  HIS  AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN
              --------------
ACCORDANCE  WITH  THE  LAWS  OF  THE  STATE OF WEST VIRGINIA, INCLUDING, WITHOUT
LIMITATION,  THE  UNIFORM  COMMERCIAL  CODE  AS  IN  EFFECT IN THE STATE OF WEST
VIRGINIA,  AS THE SAME MAY BE AMENDED FROM TIME TO TIME, EXCLUDING ANY PRINCIPLE
OF CONFLICT OF LAWS WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF A DIFFERENT
JURISDICTION.

     16.4     Entire  Agreement.  This Agreement, the attachments, schedules and
              -----------------
exhibits hereto, and the Confidentiality Agreement to be executed by the Parties
and  the  MGC  Employee  pursuant to Section 3.6 constitute the entire agreement
                                     -----------
between  the  Parties  relating  to  the  subject  matter  contemplated  by this
Agreement.  This  Agreement  expressly supercedes the Letter Agreement dated [*]
between  Coral  and  MGC  relating  to  the  subject  matter  of this Agreement.
Otherwise,  there  are no prior or contemporaneous agreements or representations
(whether  oral  or written) affecting the subject matter other than those herein
expressed.  No amendment or modification to this Agreement shall be enforceable,
unless  reduced  to  writing  and  executed  by  both  Parties.


                                       38
<PAGE>
     16.5     Confidentiality.  Each  Party agrees to treat as confidential this
              ---------------
Agreement  and  its  terms  (except  for  the  identities  of  the Parties).  In
addition,  each  Party  agrees  to  treat  as  confidential all proposals, data,
correspondence,  documents, and other information which is proprietary in nature
relating  to  this Agreement disclosed at any time, either orally or in writing,
by the other Party to such Party, including, without limitation, all (a) pricing
methodology  and procedures, (b) risk management structures and pricing, (c) Gas
management  service  procedures  and structures, (d) credit information, (e) Gas
supply  and  transportation  capacity  requirements, (f) business plans, and (g)
market  information,  in  each  case  to  the extent proprietary in nature.  The
information  defined  as  confidential  in  the  first two (2) sentences of this
Section  16.5,  together  with the other information so identified herein, shall
-------------
constitute "Confidential Information" for purposes hereof.  Each Party agrees to
            ------------------------
keep  confidential  all  such  Confidential Information disclosed to it pursuant
hereto.  Except  as provided hereinafter, neither Party shall, without the prior
written  consent  of the other Party, disclose or authorize or permit any person
under  such  Party's  control  or  direction  to disclose to anyone not properly
entitled  thereto  any  of  such Confidential Information.  For purposes of this
Agreement,  persons  properly  entitled  to  such  information (i) shall include
employees,  lenders, counsel, accountants, and other professional consultants of
Coral  and  MGC retained to assist Coral or MGC, as applicable, who have a clear
need  to  know  and  have  been  advised  to  keep  the Confidential Information
confidential,  but  (ii)  shall not include such personnel employed by or in the
                                ---
service  of  any  Affiliate of any Party, except, in the case of Coral, for such
                                          ------
personnel  employed  by  or  in the service of Coral Energy, L.P., Tejas Energy,
LLC,  and  their  respective  subsidiaries.  Each  Party  shall  be responsible,
however,  for  ensuring  that  all persons assisting such Party who are properly
entitled  thereto shall keep the Confidential Information confidential and shall
not  disclose  or  divulge the same to any unauthorized person.  The obligations
contained  in  this Section 16.5 shall not apply, however, to any portion of the
                    ------------
Confidential  Information that (a) is or becomes public knowledge through no act
or failure to act by either Party, or (b) is disclosed pursuant to the operation
of  applicable  law,  regulation,  or  governmental authority or pursuant to the
requirements  of the rules of a public stock exchange on which the securities of
a Party or of a Party's Affiliate are listed.  If a Party or its representatives
are  requested  or  required  pursuant  to  judicial  or  other legal process to
disclose  any  Confidential  Information,  such  Party shall promptly notify the
other  Party  of such request or requirement, to the extent it is not restricted
from  doing  so  by  applicable  laws,  rules,  regulations or ordinances of any
governmental  authority  having jurisdiction, so that the other Party may, if it
wishes,  attempt  to  intervene  to protect its interests and  so that the other
Party  may  seek  an  appropriate protective order or waive compliance with this
Section  16.5.  If,  in  the  absence  of a protective order or the receipt of a
-------------
waiver  hereunder, a Party or its representatives are, in the good faith opinion
of  such  Party,  compelled  either  to disclose the Confidential Information or
stand liable for contempt or suffer other censure or penalty, such Party and its
representatives  may  disclose only that portion of the Confidential Information
to  the party compelling disclosure as, in the good faith opinion of such Party,
is required by applicable law, rule, regulation, or ordinance and, in connection
with  such  compelled  disclosure,  such Party and its representatives shall use
reasonable  efforts  to obtain from the party to whom disclosure is made written
assurance  that  confidential  treatment will be accorded to such portion of the
Confidential Information as is disclosed; provided that, if such Party has given
the  other  Party  at least fifteen (15) Business Days advance written notice of
such  request or requirement, and the other Party has not sought to intervene to
protect  its  interests,  or  the  other  Party  has  intervened,  but  has been
unsuccessful  in  obtaining  a  protective  order,  then such Party shall not be
obligated  to  pursue  efforts  to  obtain  written assurances that confidential
treatment  will  be  accorded such disclosed Confidential Information.  Upon the
expiration  or  termination  of  this  Agreement,  each Party which has received
Confidential  Information  from  the  other  Party shall turn over to such other
Party  all  Confidential  Information  relating  in  any way to the transactions
contemplated  in  this  Agreement  received  from  such  other  Party; provided,
however, that each Party may retain and use its own internally generated reports
and other documents which may refer to, or make use of, Confidential Information
subject  to  the  confidentiality  requirements of this Section 16.5.  The Party
                                                        ------------
returning  such Confidential Information agrees that it will not take or retain,
without  the  written  authorization  of  the  other Party, photocopies or other
reproductions  of  any such Confidential Information; provided, however, that in
the  event  of subsequent litigation or arbitration proceedings relating to this
Agreement  or  the  transactions  contemplated  herein,  the  Party  and  its
representatives  returning  such  Confidential  Information shall be entitled to
review  the  Confidential  Information  returned to the Party which provided the
same.  The  form  of  this Agreement, excluding the commercial terms specific to
this  transaction,  does  not constitute Confidential Information.  This Section
                                                                         -------
16.5  shall survive the termination of this Agreement and remain in effect for a
----
period  of  two  (2)  years  following  such  termination.


                                       39
<PAGE>
     16.6     Exclusion of Third Party Rights.  The provisions of this Agreement
              -------------------------------
shall  not  impart rights enforceable by any other person, firm, or organization
not a Party or not bound as a Party, or not a permitted successor or assignee of
a  Party  bound  to  this  Agreement.

     16.7     Waiver.  A  waiver  by  either Party of any provision hereof shall
              ------
not  be construed to constitute a continuing waiver hereunder by such Party, and
furthermore,  a  waiver by either Party of any one or more defaults by the other
Party in performance of any provisions of this Agreement shall not operate or be
construed  as  a  waiver of any future default or defaults, whether of a like or
different  character.

     16.8     Titles.  Article, section, appendix, and exhibit references herein
              ------
are  to  the  articles,  sections,  appendices,  and exhibits of this Agreement,
unless  expressly  stated  otherwise.  The  titles  of the articles and sections
hereof  are  intended  for descriptive purposes only, and are not intended to be
utilized  in  the  construction  of  the  provisions  hereof.

     16.9     Transfers.  Subject  to  the provisions of this Section 16.9, this
              ---------                                       ------------
Agreement shall be binding upon the permitted successors and assigns of Parties.
Neither  Party shall assign this Agreement in whole or in part without the prior
written  consent  of  the  other  Party,  which consent may be withheld or given
entirely at the option of such other Party; provided, however, that either Party
may,  without the prior written consent of any other Party, (a) assign its right
to  receive  payment  for Gas delivered or received hereunder upon prior written
notice  to  the  payor, (b) transfer its interest hereunder, or grant a security
interest  therein,  to  secure  indebtedness of such Party, or (c) [*] Except as
otherwise  provided  in  the  preceding  sentence  of  this  Section  16.9,  the
                                                             -------------
assignment  of this Agreement by any Party shall impose upon the assignee all of
the obligations and liabilities chargeable to the assigning Party hereunder, and
shall  give  and  grant to the assignee all benefits accruing hereunder, in each
case  from  and  after  the  effective  date  of  such  assignment.


                                       40
<PAGE>
     16.10     Processing  Rights.  Coral  reserves,  prior  to  the  Delivery
               ------------------
Point(s),  all  processing  rights  and  title  to  all  liquids and liquefiable
hydrocarbons  in  the  Coral  Sale  Volumes  sold  hereunder, subject to Coral's
obligation to reimburse MGC for any reduction in the thermal content of such Gas
due  to  the exercise of such rights.  Coral shall have all risk of loss during,
and  assumes  all  liabilities  arising  from,  such  processing.

     16.11     Application  of  GAAP.  All determinations or calculations of the
               ----------------------
character  or amount of any asset, liability, item of income, or item of expense
required  to  be  made  in this Agreement shall be made in accordance with GAAP,
unless  otherwise  expressly  specified  herein.

     16.72     Arbitration.  Any  disagreement, difference, or dispute among the
               -----------
Parties  provided  in  Sections  7.4,  8.5and 11.2 to be resolved by arbitration
                       ---------------------------
shall  be  resolved according to the procedures set forth in this Section 16.12.
                                                                  -------------
Any  other  disagreement,  difference,  or  dispute among the Parties under this
Agreement  may  be resolved by arbitration according to the procedures set forth
in  this  Section  16.12 only if agreed to by both Parties by subsequent written
          --------------
agreement.  Either  Party  may  commence an arbitration proceeding under Section
                                                                         -------
7.4,  8.5,or  11.2  by  giving  written  notice to the other Party.  Arbitration
------------------
proceedings  with  respect  to  any  other  matter  arising  hereunder  shall be
commenced  as  provided hereinafter following the execution by the Parties of an
agreement  to  arbitrate.

          (a) To the  extent  that the  dispute  relates  to the  amount  of any
     payment,  charge,  or other accounting  matter arising  hereunder,  then no
     later five (5) Business  Days after the  delivery of the notice  commencing
     the  arbitration  proceeding or the execution of the agreement to arbitrate
     (as  applicable),  Coral and MGC shall submit the dispute to  resolution by
     the Designated Accountants. The Parties will present their positions to the
     Designated   Accountants  within  fifteen  (15)  Business  Days  after  the
     submission of the dispute. The Designated  Accountants will be requested to
     resolve the dispute,  in a fair and equitable manner and in accordance with
     GAAP,  within  thirty  (30) Days after the  Parties  have  presented  their
     positions to the Designated Accountants.

          (b) If the dispute relates to any matter other than one of the matters
     described in Section  16.12(a),  then no later than five (5) Business  Days
                  ----------------
     after the delivery of the notice  commencing the arbitration  proceeding or
     the execution of the agreement to arbitrate (as applicable),  Coral and MGC
     shall each select an arbitrator.  Promptly  following their selection,  the
     arbitrators  selected  by  Coral  and  MGC  jointly  shall  select  a third
     arbitrator. The third arbitrator shall hear and decide all matters relating
     to the dispute  that is subject to  arbitration  pursuant  to this  Section
                                                                         -------
     16.12(b).  All arbitrators selected pursuant to this Section 16.12(b) shall
     --------                                             ----------------
     have at least eight (8) years of professional  experience in one (1) of the
     following areas: (i) the commodity markets and the business of marketing of
     Gas, (ii) natural Gas distribution operations or management, or (iii) other
     experience  directly  involved  in the natural  Gas  industry.  None of the
     arbitrators  shall  previously have been employed by either Party or have a
     direct or indirect  interest in either  Party or the subject  matter of the
     arbitration. The arbitration shall commence as soon as is practical, but in
     no event  later  than  thirty  (30) Days after the  selection  of the third
     arbitrator.  The rules of the Federal  Arbitration  Act and the  Commercial
     Arbitration  Rules of the American  Arbitration  Association shall apply to
     the extent not inconsistent with the rules specified in this Agreement.  If
     any arbitrator  selected under this Section 16.12(b) should die, resign, or
                                         ----------------
     otherwise be unable to perform its duties hereunder, a successor arbitrator
     shall be selected  pursuant  to the  procedures  set forth in this  Section
                                                                         -------
     16.12(b).
     --------

                                       41
<PAGE>
          (c)  Arbitration  hearings  shall be held in Houston,  Harris  County,
     Texas.  All hearings  shall be conducted on a  confidential  basis  without
     continuance  or  adjournment.  Evidence  concerning  any offer  made or the
     details  of any  negotiation  prior to  arbitration,  and,  other  than for
     purposes of awarding attorneys' fees and expenses,  the cost to the Parties
     of their  representatives  and  counsel  shall not be  admissible.  The law
     governing  all  such  disputes  shall  be the  laws  of the  State  of West
     Virginia,  including,  without  limitation,  the West  Virginia  Code,  but
     without regard to conflicts of laws principles. The charges and expenses of
     the Designated Accountants or arbitrators,  as applicable,  shall be shared
     equally by the Parties.  The decision of the Designated  Accountants or the
     third arbitrator, as applicable,  shall be final and binding on the Parties
     and CELP without right of appeal and, if necessary,  may be enforced in any
     court of competent  jurisdiction.  Judgment upon the award  rendered by the
     Designated Accountants or in the arbitration, as applicable, may be entered
     in any court  having  jurisdiction  over the  person or assets of the Party
     owing the award (or any guarantor of such Party's obligation  hereunder) or
     application  may be made to such  court for a  judicial  acceptance  of the
     award and an order of  enforcement,  as the case may be. Any  payment to be
     made as a  result  of any such  dispute  will be made by wire  transfer  of
     immediately  available  funds on the third (3rd) Business Day following the
     receipt  by  Coral  and  MGC  of  a  written  notice  from  the  Designated
     Accountants or the third arbitrator, as applicable, of their determination.

     16.83     Announcements.  Coral  and  MGC  will  consult  in advance on the
               -------------
timing and contents of announcements and disclosures concerning the transactions
contemplated  in  this  Agreement.  Except  with  respect  to  announcements  or
disclosures  in  response  to  legal  requirements or stock exchange and similar
regulations, all such announcements and disclosures shall require the consent of
both  Parties.


     IN  WITNESS  WHEREOF,  the Parties have executed this Agreement in multiple
counterparts  to be construed as one (1) and the same contract, on and effective
as  of  the  Effective  Date.

                         SIGNATURES ON SUCCEEDING PAGES


                                       42
<PAGE>

                Signature Page for Natural Gas Supply Management
                    Agreement dated as of September 30, 1998,
                      between Coral Energy Resources, L.P.,
                 Coral Energy, L.P., and Mountaineer Gas Company


                          CORAL ENERGY RESOURCES, L.P.



                               By:  /s/  James  W.  Whalen
                                       -----------------------------------------
                               Name:  James  W.  Whalen
                                       -----------------------------------------
                               Title:  President  and  Chief  Operating  Officer
                                       -----------------------------------------


                               CORAL ENERGY, L.P.



                               By:  /s/  James  W.  Whalen
                                       -----------------------------------------
                               Name:  James  W.  Whalen
                                       -----------------------------------------
                               Title:  President  and  Chief  Operating  Officer
                                       -----------------------------------------


                                       43
<PAGE>

                Signature Page for Natural Gas Supply Management
                    Agreement dated as of September 30, 1998,
                      between Coral Energy Resources, L.P.,
                 Coral Energy, L.P., and Mountaineer Gas Company


                             MOUNTAINEER GAS COMPANY



                               By:  /s/  Michael  S.  Fletcher
                                    --------------------------
                                    Michael  S.  Fletcher
                                    President

                                       44
<PAGE>

                                   APPENDIX I

                Attached to and made a part of Natural Gas Supply
           Management Agreement between Coral Energy Resources, L.P.,
                 Coral Energy, L.P., and Mountaineer Gas Company

                                   DEFINITIONS


     "Affiliate" means, with respect to any person, any other person (other than
      ---------
an individual) that, directly or indirectly, through one or more intermediaries,
controls,  or  is  controlled  by, or is under common control with, such person.
For  purposes  of  the  foregoing definition, "control" shall mean the direct or
indirect  ownership  of more than fifty percent (50%) of the outstanding capital
stock  or  other  equity  interests  having  ordinary  voting  power.

"Agency  Instructions"  shall  have  the  meaning  set  forth  in  Section 11.2.
 --------------------                                              -----------

     "Agent  Duties"  means,  for  purposes  of  Section 11.2, the  duties to be
      -------------                              -----------
performed  by  MGC  as Coral's agent with respect to the portion of the Released

Interstate  Transportation  Capacity,  the  Released  Storage  Capacity, and the
rights  under  the CNR Agreement that Coral has caused to revert to MGC pursuant
to  Section 11.2,  which  shall  include:  (a)  pipeline  and  storage
    ------------
injection/withdrawal nominations and  confirmations thereof; (b) the delivery to
Coral  of  all  pipeline  and  storage  orders,  statements,  notices, and other
communications  received from any Transporter; (c) resolution of Gas imbalances;
(d)  responding  to Transporter orders, including Emergency Orders; and (e) such
other  ministerial  tasks  as  Coral  may  reasonably  request  to  permit Coral
efficiently to implement and coordinate flows of Gas and perform its obligations
to  deliver  Gas  to  MGC  and  third  parties  utilizing such reverted Released
Interstate  Transportation Capacity, Released Storage Capacity, and rights under
the  CNR  Agreement.

     "Asset   Flexibility  Loss  Charge"  means  (a)  for  purposes  of  Section
      ---------------------------------
3.1(c)(i), $[*]per Dth, and (b) for purposes of Section 3.1(c)(ii), $[*].


     "Best  Efforts"  shall  mean  the  taking,  in  good  faith  and  without
      -------------
unreasonable  delay,  of  all  reasonable, necessary, and operationally feasible
steps consistent with due diligence, including the expenditure of such time, the
expenditure  of  commercially reasonable amounts of funds, and the commitment of
qualified  personnel,  that  is  reasonable  and  necessary for the causation or
prevention  of  an  event  or condition that reasonably would have been taken in
similar  circumstances  by  a prudent Party of established reputation engaged in
the  same  or  a  similar  business.


                                     I-i
<PAGE>
     "Btu"  means  the  amount  of heat required to raise the temperature of one
      ---
avoirdupois pound of pure water from fifty-eight and one-half degrees Fahrenheit
(58.5  F)  to  fifty-nine and one-half degrees Fahrenheit (59.5 F) at a constant
pressure  of  fourteen  and  seventy-three  hundredths  pounds  per  square inch
absolute  (14.73  psia).

     "Business  Day" means a Day on which Coral or MGC is open for business, and
      -------------
a  Business  Day  shall  open  at  9:00  a.m.  and  close  at  5:00  p.m. C.C.T.

     "Central  Clock  Time"  or  "C.C.T."  means  the  time in the United States
      --------------------        ------
Central  time  zone,  taking  into  account  daylight  savings  time.

     "Claims" means all claims or actions, threatened or filed, that directly or
      ------
indirectly  relate  to  the  transactions contemplated herein, and the resulting
losses,  damages,  expenses,  attorneys'  fees,  experts' fees, and court costs,
whether  incurred by settlement or otherwise, and whether such claims or actions
are threatened or filed prior to or after the termination of this Agreement, but
shall  not  include  any  claims  or  actions (or the resulting losses, damages,
expenses,  attorneys'  fees,  experts'  fees,  and court costs) that directly or
indirectly  relate  to  or  result  from  an  order  or  decision  of  the FERC.

     "CNR  Agreement"  means  the  agreement  identified  on  Exhibit  E.
      --------------                                          ----------

     "Columbia  Gulf"  means  Columbia  Gulf  Transmission  Company.
      --------------

     "Columbia  Gulf  System" means the interstate Gas pipeline system owned and
      ----------------------
operated  by  Columbia  Gulf.

     "Confidential  Information"  shall  have  the  meaning set forth in Section
      -------------------------                                          -------
16.5.
----

     "Contract  Year"  means  the  period  of  twelve  (12)  Months beginning on
      --------------
November  1  and  ending  on  October  31.

     "Coral  Sale Volumes" means the quantities of Gas delivered by Coral to MGC
      -------------------
at the Delivery Points, as confirmed by MGC with the Final Transporter, pursuant
to  this  Agreement  in  satisfaction  of  the  Daily  Gas  Supply Requirements.

     "Daily  Gas Supply Requirements" means the total quantities of Gas required
      ------------------------------
by  MGC  each  Day  for  delivery into the MGC System at the Delivery Points, as
confirmed  by  MGC  with  the  Final Transporter, for resale to its tariff sales
customers  in  satisfaction of its public service obligation, which is in excess
of  that  portion of such Gas requirements to be satisfied from Local Production
and  MGS  Supplies.  The  Daily  Gas  Supply  Requirements  do  not  include the
quantities  of  Gas transported by MGC on behalf of its transportation customers
that  procure  their  own  Gas  supplies,  as  confirmed  by  MGC with the Final
Transporter


                                     I-ii
<PAGE>
     "Day"  means  a  period of twenty-four (24) consecutive hours, beginning at
      ---
8:00  a.m.  Central  Clock  Time  on  any  calendar  Day.

     "Default"  means   (a)  the  failure of either Party to make, when due, any
      -------
payment  required  under  this  Agreement if said failure is not remedied within
five  (5)  Business  Days  after  written notice of such failure is given to the
defaulting  Party, provided that such payment is not the subject of a good faith
dispute  as  described  Section 10.3; (b) the failure by either Party to perform
                        ------------
(unless  such  performance is excused by Force Majeure or such failure is caused
                                         -------------
by  the  act or omission of the other Party) any covenant or other agreement set
forth  in  this  Agreement (other than the obligation to make any payment or any
other  obligation,  the  failure  in  the  performance  of  which  specifically
constitutes  a  Default  under  another clause of this definition of "Default"),
[*];  (c) the failure of Coral to perform (unless such performance is excused by
Force Majeure or such failure is caused by the act or omission of MGC or the act
-------------
or  omission  of  a  third  party  with  respect  to  its  obligations under any
Interstate Transportation Agreement, the Storage Agreement or the CNR Agreement)
any  covenant  or  obligation  arising  under  any  Interstate  Transportation
Agreement, the Storage Agreement, or the CNR Agreement that Coral has undertaken
to  perform  on  MGC's  behalf  pursuant  to Coral's performance of the Services
hereunder and that is not cured in a timely manner as provided in the applicable
agreement;  (d)  any  representation  or  warranty  made by either Party in this
Agreement  shall  prove to have been false or misleading in any material respect
when  made or deemed to be repeated; (e) the failure of any Party to comply with
its  covenants  contained in Section 9.2 in a timely manner as provided therein;
                             -----------
or  (f) any Party (or its guarantor, if applicable) shall (i) make an assignment
or any general arrangement for the benefit of creditors; (ii) file a petition or
otherwise  commence, authorize, or acquiesce in the commencement of a proceeding
or cause under any bankruptcy or similar law for the protection of creditors, or
have such petition filed against it, and such proceeding remains undismissed for
sixty  (60)  Days;  (iii)  otherwise  becomes  bankrupt  or  insolvent  (however
evidenced);  or  (iv)  be  unable  to  pay  its  debts  as  they  fall  due.

     "Dekatherm"  or  "Dth"  means  one  MMBtu.
      ---------        ---

     "Delivery  Point(s)"  means  the  agreed  point(s)  of delivery pursuant to
      ------------------
Section  3.4(c)  herein.
---------------

     "Demand  Charge"  means  $[*]
      --------------


                                     I-iii
<PAGE>
     "Designated  Accountants"  means  a  mutually acceptable independent public
      -----------------------
accounting  firm selected by the Parties for purposes of conducting arbitrations
under  Section  16.12.
       --------------

     "Early  Termination  Date" means a date prior to the expiration of the term
      ------------------------
hereof  on  which  this  Agreement and the transactions herein may be terminated
pursuant  to  Section  5.7.
              ------------

     "Early Termination Storage Quantity" means the sum of (a) 11,600,000 Dth of
      ----------------------------------            ---
Gas,  plus  or  minus  (b) the aggregate net quantity of Gas specified under the
      ----      -----
Injection/Withdrawal  Plan  for  injection  and  withdrawal  through  the  Month
immediately  preceding the Month in which an Early Termination Date occurs, plus
                                                                            ----
or  minus  (c)  the quantity of Gas, prorated on a Daily basis through the Early
--  -----
Termination Date, specified under the Injection/Withdrawal Plan for injection or
withdrawal,  as applicable, during the Month in which the Early Termination Date
occurs,  plus  (d)  the  quantity  of  Gas  (if any) by which the Effective Date
         ----
Storage  Quantity  exceeded  11,600,000  Dth,  plus  (e)  any  Excess Withdrawal
                                               ----
Quantity  existing as of the Early Termination Date which has not been accounted
for as an Undelivered Storage Quantity under Section 5.2 or 5.3 and has not been
                                             ------------------
allocated  to  the  Coral  Sale  Volumes  under  Section  8.4  as  of  the Early
                                                 ------------
Termination  Date.

     "Effective  Date"  means  November  1,  1998,  at  9:00  a.m.  C.C.T.
      ---------------

     "Effective  Date  Storage  Quantity"  means  the  actual quantity of Gas in
      ----------------------------------
storage  under  the  Storage  Agreement  on  the  Effective Date, subject to the
provisions  of  Section  3.3(g)(i).
                ------------------

     "Emergency  Notice"  means  (a)  any  notice,  order,  or  directive from a
      -----------------
Transporter whose facilities directly connect to the MGC System (as well as from
      -
any  suppliers  or  other  Transporters as the Parties may mutually designate in
writing  from time to time) which requires MGC immediately to adjust receipts of
Gas at any Delivery Point or to take other immediate action to prevent penalties
or harm to property or human safety, and (b) any operational flow order, notice,
order,  or  directive  to a Transporter whose facilities directly connect to the
MGC  System  (as well as from any suppliers or other Transporters as the Parties
may  mutually  designate  in writing from time to time) which requires immediate
action by such entity in order to protect MGC's operations or to prevent harm to
property  or  human  safety.

     "Excess  Withdrawal  Quantity"  shall have the meaning set forth in Section
      ----------------------------                                       -------
8.4.
---


                                     I-iv
<PAGE>
     "Expiration  Date  Storage Quantity" means the sum of (i) 11,600,000 Dth of
      ----------------------------------
Gas,  plus (ii) the quantity of Gas (if any) by which the actual quantity of Gas
in storage under the Storage Agreement on the Effective Date exceeded 11,600,000
Dth,  plus  (iii)  any Excess Withdrawal Quantity existing as of the Termination
      ----
Date  which  has not been accounted for as an Undelivered Storage Quantity under
Section  5.2  or  5.3 and has not been allocated to the Coral Sale Volumes under
---------------------
Section  8.4  as  of  the  Termination  Date.
------------

     "FERC"  means  the  Federal  Energy Regulatory Commission, or any successor
      ----
agency.

     "Final  Transporter(s)"  means  the  Transporter  that  delivers  Gas  to a
      ---------------------
Delivery  Point;  provided, however, that to the extent that Coral purchases Gas
for  delivery  hereunder  from  producers whose Gas wells are connected directly
into  the  MGC  System,  the term "Final Transporter" shall also include the MGC
System.

     "Fixed  Price"  means  $[*]  per  Dth.
      ------------

     "Fixed  Price  Adjustment"  means,  [*].
      ------------------------

     "Fixed  Price  Quantity"  shall  have the meaning set forth in Section 8.2.
      ----------------------                                        -----------

     "FTS Capacity" means the Released Interstate Transportation Capacity on the
      ------------
TCo  System  which  is  subject  to  Rate  Schedule  FTS.

     "GAAP"  means  generally accepted accounting principles as in effect in the
      ----
United  States  from  time  to  time,  including, without limitation, applicable
statements,  bulletins,  and  interpretations issued by the Financial Accounting
Standards Board, and bulletins, opinions, interpretations, and statements issued
by  the  American  Institute  of Certified Public Accountants or its committees.

     "Gas"  means  natural  gas  or  any  mixture  of  hydrocarbon  gases  or of
      ---
hydrocarbon  gases  and  non-combustible  gases,  consisting  predominantly  of
methane.

     "Indemnified  Party"  and "Indemnifying Party" mean the Party receiving and
      ------------------       -------------------
providing  an  indemnity,  respectively.

     "Indemnity  Group"  means, for each Party, that Party's Affiliates, and the
      ----------------
officers,  directors,  employees,  agents,  and representatives of that Party or
that  Party's  Affiliates.

     "Injection/Withdrawal Plan" means the schedule of planned injections of Gas
      -------------------------
into, and withdrawals of Gas from, storage currently in effect under the Storage
Agreement,  as  set  forth  on  Exhibit  B.
                                ----------

     "Interest  Rate"  means, for any Day, a rate of interest equal to the prime
      --------------
rate  of  interest  for  commercial  loans  announced  from  time  to  time  by
NationsBank,  Texas,  N.A.,  as  the same may change from time to time, plus two
percent  (2%)  per  annum;  provided however, that the Interest Rate shall never
exceed  the  maximum  lawful  rate  permitted  by  applicable  law.


                                     I-v
<PAGE>
     "Interstate  Transportation Agreements" means, collectively, the agreements
      -------------------------------------
listed  on  Exhibit  C.
            ----------

     "Local Production" means the Gas supplies purchased by MGC from third party
      ----------------
Gas  suppliers  in  the  Appalachian  region.

     "Manage"  means  pursuing  all  steps  necessary or reasonable to implement
      ------
natural  Gas  purchases,  transportation, capacity releases, banking, and sales,
including,  but  not  limited  to:  nominations;  confirmation  of  nominations;
injecting  into or withdrawing from storage; identifying, resolving, trading, or
cashing-out  imbalances; using electronic bulletin boards; commingling supplies;
entering  into  pooling, exchange and allocation arrangements; trading supplies;
selling  supplies;  responding  to  Transporters'  orders;  and  such  other
commercially  reasonable  steps required efficiently to implement and coordinate
agreements, services, and flows of Gas.  "Management" means the act of Managing.
                                          ----------

     "Market  Level  Price"  means  [*].
      --------------------

     "MGC  Employee"  shall  have  the  meaning  set  forth  in  Section  3.6.
      -------------                                              ------------

     "MGC  System" means the local distribution system owned and operated by MGC
      -----------
in  the  State  of  West  Virginia.

     "MGS"  means  Mountaineer Gas Services Company, a West Virginia corporation
      ---
and  an  Affiliate  of  MGC.

     "MGS  Supplies"  means the Gas supplies and services provided to MGC by MGS
      -------------
under  the  Gas purchase and service agreements in existence on the date of this
Agreement.

     "MMBtu"  means  one  million  Btu.
      -----

     "Month"  means  a period of time beginning at 9:00 a.m. C.C.T. on the first
      -----
Day  of  any  calendar month and ending at 9:00 a.m. C.C.T., on the first Day of
the  following  calendar  month.

<PAGE>
     "Monthly Invoiced Sale Quantity" means the quantities of Coral Sale Volumes
      ------------------------------
delivered  by Coral to MGC hereunder during any Month, calculated as provided in
Section  8.3,  plus the quantities of Gas (if any) deemed to have been delivered
------------   ----
into storage during such Month in accordance with the Injection/Withdrawal Plan,
minus  the quantities of Gas (if any) deemed to have been withdrawn from storage
-----
during  such  Month  under  the  Injection/Withdrawal  Plan.


                                     I-vi
<PAGE>
     "Net  Cumulative  Imbalance"  means,  for  each  Final  Transporter,  the
      --------------------------
difference,  calculated  on a cumulative basis for the period from the first day
----------
of  each  Month  through  the  date  of determination under Article VII, between
                                                            -----------

(a)     the  quantities  of  Gas  nominated  for  delivery  into  such  Final
Transporter's  system  under  Article  IV,  and
                              -----------

(b)     the  cumulative total quantity of Gas actually delivered at the Delivery
Points  located  on  such  Final  Transporter's  system.

     "Permitted  MGC  Affiliate"  means  Energy  Corporation of America, Eastern
      -------------------------
Marketing  Corporation,  Gas  Access  Systems,  Inc.,  Eastern  American  Energy
Corporation,  and  Allegheny  &  Western  Energy  Corporation.

     "Released  Interstate  Transportation Capacity" means the firm Gas pipeline
      ---------------------------------------------
transportation  capacity  rights  owned  by MGC on the TCo System, the Tennessee
System,  and  the  Columbia  Gulf  System, subject to and in accordance with the
provisions  of,  and  at  the  receipt  and  delivery  points  set forth in, the
Interstate  Transportation  Agreements  to be released to Coral pursuant to this
Agreement, LESS AND EXCEPT the Retained Interstate Transportation Capacity.  The
          ----------------
Released Interstate Transportation Capacity shall be in the quantities set forth
for  the  pipeline  systems  identified  on  Exhibit  C.
                                             ----------

     "Released  Storage  Capacity"  means  the firm Gas storage capacity rights,
      ---------------------------
together  with  associated  injection  and  withdrawal  rights,  owned by MGC in
storage  facilities  constituting  a  part  of  or  served  by the TCo System in
accordance  with  the  provisions of, and at the receipt and delivery points set
forth  in,  the  Storage  Agreement  to  be  released  to Coral pursuant to this
Agreement including the right to withdraw Gas injected by Coral pursuant to such
storage  capacity  rights.

     "Replacement  Gas"  means  a  quantity  of  Gas secured by MGC to replace a
      ----------------
Seller's  Deficiency  Quantity  pursuant  to  Section  5.2.
                                              ------------

"Retained  Delivery  Points"  means  the  points  identified  on  Exhibit  A.
---------------------------                                       ----------


                                     I-viii
<PAGE>
     "Retained  Interstate  Transportation Capacity" means (a) 1,500 Dth per Day
      ---------------------------------------------
firm  Gas  pipeline  capacity  on  the TCo System under the terms of the TCo FTS
Transportation  Agreement,  Agreement  No.  60266,  included herein as a part of
Exhibit  C  setting  forth  the  Interstate  Transportation  Agreements,  at the
----------
Retained Delivery Point(s) as set forth in Exhibit A, currently owned by MGC and
                                           ---------
that  will  be  retained by MGC, for the period commencing on the Effective Date
and  ending  on October 30, 1999, and (b) 1,500 Dth per Day of firm Gas pipeline
transportation  capacity  on  the  TCo  System  under  the  terms of the TCo FTS
Transportation  Agreement,  Agreement  No.  38113,  included  herein  as part of
Exhibit  C  setting  forth  the  Interstate  Transportation  Agreements,  at the
----------
Retained Delivery Point(s) as set forth in Exhibit A, currently owned by MGC and
                                           ---------
that  will  be  retained  by  MGC  throughout  the  term  of  this  Agreement.

     "Schedule"  means  to  make  Gas  available,  or  to  cause  Gas to be made
      --------
available,  for  delivery into the pipeline system of a Transporter at a defined
point  of  delivery,  including  the  making  and  confirmation  of all pipeline
nominations.

     "Seller's  Deficiency Quantity" shall have the meaning set forth in Section
      -----------------------------                                      -------
5.1
---

     "Services"  shall  have  the  meaning  set  forth  in  Article  III.
      --------                                              ------------

     "Storage  Agreement"  means  the  agreement  identified  on  Exhibit  D.
      ------------------                                          ----------

     "Taxes"  means  any  and  all  ad valorem, property, occupation, severance,
      -----
production,  extraction,  first  use,  conservation,  Btu  or energy, gathering,
transport,  pipeline,  utility, gross receipts, municipal usage or easement, Gas
or  oil  revenue, Gas or oil import, privilege, sales, use, consumption, excise,
lease,  transaction,  and  other  taxes,  governmental  charges, licenses, fees,
permits  and  assessments,  or increases therein.  For purposes hereof, the term
"Taxes" expressly excludes (a) income taxes, franchise taxes, and taxes based on
net  income (including alternative minimum taxable income) or net worth, (b) any
tax,  charge  or  assessment  which  is  hereafter  levied, charged, assessed or
imposed  in replacement or substitution of any of the taxes in clause (a) above,
and  (c)  any  interest,  fines,  penalties  and  additions to any of the taxes,
charges  or  assessments  in  clauses  (a)  or  (b)  above.

     "[*]  Index  Price"means  [*].
           ------------

     "TCo System" means the interstate Gas pipeline system owned and operated by
      ----------
Columbia  Gas  Transmission  Corporation.

     "Tennessee  System"  means  the  interstate  Gas  pipeline system owned and
      -----------------
operated  by  Tennessee  Gas  Pipe  Line  Company.

     "Termination  Date"  means  the  date  on  which the term of this Agreement
      -----------------
expires  or  the  effective  date of any early termination of this Agreement, as
applicable.

     "Termination  Payment"  shall have the meaning set forth in Section 5.7(b).
      --------------------                                       --------------

     "Total  Firm  Entitlement"  means:  [*].
      ------------------------

      "Transition  Period"  means (a) the period of thirty (30) Days immediately
       ------------------
preceding the expiration of the term of this Agreement or (b) the period between
the  date  on  which a Party declares an early termination of this Agreement and
the  Termination  Date.


                                     I-viii
<PAGE>
     "Transportation  Penalties" means all fees, penalties (in cash or in kind),
      -------------------------
cash-outs,  overrun  charges,  and similar charges assessed by a Transporter for
failure,  whether  daily  or  monthly,  to  comply  with,  or  to  satisfy,  the
Transporter's  transportation  and/or storage balancing, nomination, Scheduling,
and/or  similar  requirements.

     "Transporter"  means  either  the pipeline delivering or receiving Gas at a
      -----------
Delivery Point(s) under this Agreement or providing storage capacity pursuant to
the Storage Agreement.  For purposes hereof, Columbia Natural Resources shall be
deemed to be a Transporter, subject to and in accordance with the CNR Agreement.

     "Undelivered  Storage Quantity" shall have the meaning set forth in Section
      -----------------------------                                      -------
8.4.
---

     "Weighted Average Injection Period Price" means the weighted average of the
      ---------------------------------------
Fixed  Price and each Market Level Price (if any) in effect during the Months of
May,  June, July, August, September, and October of each Contract Year, with the
weighting  to  be  determined  based  on the Monthly Invoiced Sale Quantities to
which  the Fixed Price and each Market Level Price in effect during such six (6)
Month  period  is  applicable  in  accordance  with  Section  8.2.
                                                     ------------

     "West  Virginia Code" means the Uniform Commercial Code as in effect in the
      -------------------
State  of  West  Virginia,  as  the  same  may  be  amended  from  time to time.

     "West  Virginia  PSC" means the Public Service Commission of West Virginia,
      -------------------
or  any  successor  agency.


                                     I-ix
<PAGE>
                                SCHEDULE 13.2(f)
                                ----------------

                Attached to and made a part of Natural Gas Supply
           Management Agreement between Coral Energy Resources, L.P.,
                 Coral Energy, L.P., and Mountaineer Gas Company

                                EXISTING DISPUTES

                                       [*]












                                     I-x
<PAGE>
<TABLE>
<CAPTION>
                                                EXHIBIT A
                            Attached to and made a part of Natural Gas Supply
                        Management Agreement between Coral Energy Resources, L.P.,
                              Coral Energy, L.P. and Mountaineer Gas Company



                                                               Retained Delivery Points
                                             ------------------------------------------------------------
                                                                                                Maximum
                                                                                                 Daily
               Service                                                                         Delivery
Interstate    Agreement    Rate              Scheduling  Scheduling   Measuring   Measuring   Obligation
Pipeline       Number    Schedule    Date    Point No.   Point Name   Point No.  Point Name    (Dth/Day)
------------  ---------  --------  --------  ----------  -----------  ---------  -----------  -----------
<S>           <C>        <C>       <C>       <C>         <C>          <C>        <C>          <C>
Columbia Gas                       11/1/93,              Mountaineer
Transmission      38113  FTS       As                27  OP - 3              27  N/A                1,500
Corporation                        Amended
------------  ---------  --------  --------  ----------  -----------  ---------  -----------  -----------

Columbia Gas                                             Baltimore
Transmission      60266  FTS        7/16/98           4  Gas & Elec      802690  GBE Granite        1,500
Corporation
------------  ---------  --------  --------  ----------  -----------  ---------  -----------  -----------
</TABLE>


                                     I-xi
<PAGE>
<TABLE>
<CAPTION>
                                    EXHIBIT B
                ATTACHED TO AND MADE A PART OF NATURAL GAS SUPPLY
           MANAGEMENT AGREEMENT BETWEEN CORAL ENERGY RESOURCES, L.P.,
                 CORAL ENERGY, L.P., AND MOUNTAINEER GAS COMPANY

                        STORAGE INJECTION/WITHDRAWAL PLAN
                        ---------------------------------



                NOV  DEC  JAN  FEB  MAR  APR  MAY  JUN  JUL  AUG  SEP  OCT
                ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---
<S>             <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>

                [*]  [*]  [*]  [*]  [*]  [*]
STORAGE
WITHDRAWAL
DTH EQUIVALENT
                ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---
                                              [*]  [*]  [*]  [*]  [*]  [*]
STORAGE
INJECTION
PLAN
DTH EQUIVALENT
                ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---  ---
</TABLE>


                                     I-1
<PAGE>
<TABLE>
<CAPTION>


                                            EXHIBIT C
                        ATTACHED TO AND MADE A PART OF NATURAL GAS SUPPLY
                    MANAGEMENT AGREEMENT BETWEEN CORAL ENERGY RESOURCES, L.P.,
                         CORAL ENERGY, L.P., AND MOUNTAINEER GAS COMPANY


                                                     INTERSTATE TRANSPORTATION AGREEMENTS/
                                                   RELEASED INTERSTATE TRANSPORTATION CAPACITY
                                                -------------------------------------------------
                                                                 (DTH PER DAY)
                                                -------------------------------------------------
                SERVICE
INTERSTATE     AGREEMENT    RATE                11/1/98-  9/1/99-   10/31/99-  8/1/00-   11/1/00-
PIPELINE        NUMBER    SCHEDULE     DATE     8/31/99   10/30/99   7/31/00   10/31/00  10/31/01
-------------  ---------  --------  ----------  --------  --------  ---------  --------  --------
<S>            <C>        <C>       <C>         <C>       <C>       <C>        <C>       <C>


COLUMBIA GAS                          11/1/93,
TRANSMISSION       38113  FTS       AS            56,357    56,357     56,357    59,357    59,357
CORPORATION                         AMENDED
-------------  ---------  --------  ----------  --------  --------  ---------  --------  --------

COLUMBIA GAS
TRANSMISSION       60266  FTS          7/16/98       500       500          0         0         0
CORPORATION
-------------  ---------  --------  ----------  --------  --------  ---------  --------  --------

COLUMBIA GAS
TRANSMISSION       39272  NTS          11/1/93    40,000    40,000     40,000    40,000    40,000
CORPORATION
-------------  ---------  --------  ----------  --------  --------  ---------  --------  --------
COLUMBIA GAS                                     231,893   231,893    231,893   231,893   231,893
TRANSMISSION       38087  SST         11/1/93,  OCT-MAR;  OCT-MAR;  OCT-MAR;   OCT-MAR;  OCT-MAR;
CORPORATION                         AS           115,946   115,946    115,946   115,946   115,946
                                    AMENDED     APR-SEP   APR-SEP   APR-SEP    APR-SEP   APR-SEP
-------------  ---------  --------  ----------  --------  --------  ---------  --------  --------

TENNESSEE GAS       8396  FTA         10/1/94,     4,825     4,825      4,825     4,825         0
PIPELINE                            AS AMENDED
-------------  ---------  --------  ----------  --------  --------  ---------  --------  --------

COLUMBIA GULF                         11/1/93,
TRANSMISSION       37994  FTS1      AS          103,801*  104,953*   104,953*  104,953*  104,953*
COMPANY                             AMENDED
-------------  ---------  --------  ----------  --------  --------  ---------  --------  --------

COLUMBIA GULF                         11/1/94,
TRANSMISSION       42794  FTS2      AS            75,291    76,491     76,491    76,491    76,491
COMPANY                             AMENDED
-------------  ---------  --------  ----------  --------  --------  ---------  --------  --------
<FN>
*SEE  SECTION  3.3(D)
</TABLE>


                                       I-1
<PAGE>
                                    EXHIBIT D

                ATTACHED TO AND MADE A PART OF NATURAL GAS SUPPLY
           MANAGEMENT AGREEMENT BETWEEN CORAL ENERGY RESOURCES, L.P.,
                 CORAL ENERGY, L.P., AND MOUNTAINEER GAS COMPANY

                                STORAGE AGREEMENT


FSS  SERVICE AGREEMENT NO.  38077 DATED AS OF NOVEMBER 1, 1993, BETWEEN COLUMBIA
GAS  TRANSMISSION  CORPORATION ("SELLER") AND MOUNTAINEER GAS COMPANY ("BUYER"),
PROVIDING FOR STORAGE AND TRANSPORTATION SERVICE UNDER THE FSS RATE SCHEDULE AND
APPLICABLE  GENERAL  TERMS  AND  CONDITIONS  OF SELLER'S FERC GAS TARIFF, SECOND
REVISED  VOLUME  NO.  1,  ON  FILE  WITH  THE  FERC.







                                       I-1
<PAGE>
                                    EXHIBIT E

                ATTACHED TO AND MADE A PART OF NATURAL GAS SUPPLY
           MANAGEMENT AGREEMENT BETWEEN CORAL ENERGY RESOURCES, L.P.,
                 CORAL ENERGY, L.P., AND MOUNTAINEER GAS COMPANY


                                  CNR AGREEMENT

SERVICE  AGREEMENT  DATED DECEMBER 17, 1997, BETWEEN COLUMBIA NATURAL RESOURCES,
INC.,  AND  MOUNTAINEER  GAS  COMPANY.







                                       I-2
<PAGE>
<TABLE>
<CAPTION>
                                                       EXHIBIT F

                                   ATTACHED TO AND MADE A PART OF NATURAL GAS SUPPLY
                               MANAGEMENT AGREEMENT BETWEEN CORAL ENERGY RESOURCES, L.P.,
                                    CORAL ENERGY, L.P., AND MOUNTAINEER GAS COMPANY

                                    LOCAL PRODUCTION VOLUMES AND MG SERVICES VOLUMES
                                       DTH/MONTH FOR EACH CONTRACT MONTH AND YEAR



                --------  --------  -------  --------  -----  -----  ---  ----  ----  ------  ---------  -------  -----
                NOVEMBER  DECEMBER  JANUARY  FEBRUARY  MARCH  APRIL  MAY  JUNE  JULY  AUGUST  SEPTEMBER  OCTOBER  TOTAL
                --------  --------  -------  --------  -----  -----  ---  ----  ----  ------  ---------  -------  -----
<S>             <C>       <C>       <C>      <C>       <C>    <C>    <C>  <C>   <C>   <C>     <C>        <C>      <C>

TOTAL CITYGATE       [*]       [*]      [*]       [*]    [*]    [*]  [*]   [*]   [*]     [*]        [*]      [*]    [*]
                --------  --------  -------  --------  -----  -----  ---  ----  ----  ------  ---------  -------  -----

VOLUME
                --------  --------  -------  --------  -----  -----  ---  ----  ----  ------  ---------  -------  -----

COMMITMENTS
                --------  --------  -------  --------  -----  -----  ---  ----  ----  ------  ---------  -------  -----
</TABLE>


                                     I-3
<PAGE>
<TABLE>
<CAPTION>
                                                        EXHIBIT G
                                    ATTACHED TO AND MADE A PART OF NATURAL GAS SUPPLY
                                MANAGEMENT AGREEMENT BETWEEN CORAL ENERGY RESOURCES, L.P.,
                                     CORAL ENERGY, L.P., AND MOUNTAINEER GAS COMPANY

                                                   FORM OF CONFIRMATION

                                  ESTIMATED DAILY REQUIREMENTS FOR _______, 199__ (DTH)


              ESTIMATED/ACTUAL   ESTIMATED/ACTUAL                    ESTIMATED/ACTUAL
                    TOTAL              INCO                            DIRECT/LOCAL    ESTIMATED/ACTUAL  ESTIMATED/ACTUAL
                   SYSTEM             DEMAND       ESTIMATED/ACTUAL     DELIVERIES       DIRECT/LOCAL          TCO
                   THRUPUT           THROUGH           ENDUSER          INTO MGC1         DELIVERIES       REQUIREMENTS
                 (EXCLUDING           CEDAR           TRANSPORT         -END USER         INTO MGC1         FOR SYSTEM
                    INCO)             CREST                             TRANSPORT       -SYSTEM SUPPLY
                  _________         _________          ________                           __________        _________

<S>      <C>  <C>                <C>               <C>               <C>               <C>               <C>
1998
[MONTH]    1
           2
           3
           4
           5
           6
           7
           8
           9
          10
          11
          12
          13
          14
          15
          16
          17
          18
          19
          20
          21
          22
          23
          24
          25
          26
          27
          28
          29
          30
          31
<FN>
1/  INCLUDES  DELIVERIES  FROM  A  &  W,  CABOT-WOODBINE,  TENNESSEE  GAS  PIPELINE-ST  ALBANS,  ROARING FORK-HUNTINGTON,
ARLINGTON-MGS  AND  VARIOUS  LOCAL  PRODUCTION.
</TABLE>


                                     I-4
<PAGE>
<TABLE>
<CAPTION>
                                    EXHIBIT H

                ATTACHED TO AND MADE A PART OF NATURAL GAS SUPPLY
            MANAGEMENT AGREEMENT BETWEEN CORAL ENERGY RESOURCES, L.P.,
                 CORAL ENERGY, L.P., AND MOUNTAINEER GAS COMPANY


                                                 TOTAL FIRM ENTITLEMENT
                                          ---------------------------------------
                                                      (DTH PER DAY)
                                          ---------------------------------------
                SERVICE
INTERSTATE     AGREEMENT    RATE          11/1/98-  10/31/99-  8/1/00-   11/1/00-
PIPELINE        NUMBER    SCHEDULE  DATE  10/30/99   7/31/00   10/31/00  10/31/01
-------------  ---------  --------  ----  --------  ---------  --------  --------
<S>            <C>        <C>       <C>   <C>       <C>        <C>       <C>

                     [*]       [*]   [*]       [*]        [*]       [*]       [*]
COLUMBIA GAS
TRANSMISSION
CORPORATION
-------------  ---------  --------  ----  --------  ---------  --------  --------
                     [*]       [*]   [*]       [*]        [*]       [*]       [*]
COLUMBIA GAS
TRANSMISSION
CORPORATION
-------------  ---------  --------  ----  --------  ---------  --------  --------
                     [*]       [*]   [*]       [*]        [*]       [*]       [*]
COLUMBIA GAS
TRANSMISSION
CORPORATION
-------------  ---------  --------  ----  --------  ---------  --------  --------
                     [*]       [*]   [*]       [*]        [*]       [*]       [*]
COLUMBIA GAS
TRANSMISSION
CORPORATION
-------------  ---------  --------  ----  --------  ---------  --------  --------
                     [*]       [*]   [*]       [*]        [*]       [*]       [*]
TENNESSEE GAS
PIPELINE
-------------  ---------  --------  ----  --------  ---------  --------  --------
                                               [*]        [*]       [*]       [*]
TOTAL FIRM
ENTITLEMENT
-------------  ---------  --------  ----  --------  ---------  --------  --------
</TABLE>


                                     I-1
<PAGE>
                                    EXHIBIT I

                Attached to and made a part of Natural Gas Supply
           Management Agreement between Coral Energy Resources, L.P.,
                 Coral Energy, L.P., and Mountaineer Gas Company


                   CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

     This Confidentiality and Nondisclosure Agreement (this "Agreement") is made
and entered into this _____ day of __________, 1998, by and between CORAL ENERGY
RESOURCES,  L.P.  ("Coral"),  and CORAL ENERGY, L.P. ("CELP"), both of which are
Delaware  limited  partnerships  having  as their address 909 Fannin, Suite 700,
Houston  Texas  77010,  and  MOUNTAINEER  GAS  COMPANY  ("MGC"), a West Virginia
corporation,  and  _____________________ ("MGC Employee"), both of which have as
their  address  414 Summers Street, Charleston, West Virginia 25301.  References
herein  to  Coral  shall  be  deemed also to include CELP.  MGC and MGC Employee
shall  be  referred  to  herein  collectively  as  the  "Receiving  Party."

                                    RECITALS

     WHEREAS,  pursuant  to the Natural Gas Supply Management Agreement dated as
of  September 30, 1998, between Coral, CELP, and MGC ("NGSMA"), Coral agreed (a)
to  provide  to  MGC  such  gas  supplies  in  excess of certain third party and
affiliate  gas  supplies  of  MGC  as are necessary to permit MGC to perform its
public  utility  service obligations to its consumers, and (b) to manage certain
existing  transportation  and  storage  agreements  to  which  MGC is a party in
connection  therewith;  and

     WHEREAS,  pursuant  to  Section  3.6 of the NGSMA, MGC has selected the MGC
Employee  to  be  resident in Coral's Houston, Texas, office, and to perform the
work  described  in  such  provision;  and

     WHEREAS,  in performing his or her work under Section 3.6 of the NGSMA, the
MGC  Employee  may  receive, review, or otherwise become aware of certain "Coral
Information" (as hereinafter defined) that is not covered by the confidentiality
provisions  contained  in  Section  16.5  of  the  NGSMA;

     NOW  THEREFORE, for and in consideration of the covenants and agreements of
the  parties  hereto contained in the NGSMA, and in further consideration of the
premises  and  the  agreements  herein  contained,  the sufficiency of which are
hereby  acknowledged  and  confessed,  the  parties  do hereby agree as follows:


<PAGE>
     1.     Nondisclosure  of  Coral Information.  Until the termination of this
            ------------------------------------
Agreement, the Coral Information (as defined in Section 4) will be kept strictly
confidential  by Receiving Party, and the Receiving Party will not use the Coral
Information  in  any  way  detrimental  to the business interests of Coral.  The
Coral  Information shall not be disclosed to any person by the MGC Employee.  It
is  understood  that MGC will be responsible for any breach of this Agreement by
the  MGC Employee.  If and to the extent MGC receives Coral Information from the
MGC  Employee,  MGC  shall not disclose the Coral Information to any person, and
shall  safeguard  the  Coral  Information  from  unauthorized  disclosure.  For
purposes  hereof,  "person"  will  be  interpreted  broadly  to  include  any
corporation,  company,  partnership,  limited  liability  company, individual or
governmental  authority.

     2.     Term.  This  Agreement  shall  terminate  five  (5)  years after the
            ----
"Termination  Date"  under  the  NGSMA.

     3.     Notice  Preceding  Compelled  Disclosure.  If Receiving Party or its
            ----------------------------------------
officers,  directors  or  employees  (the  "Representatives")  are  requested or
required  (by  oral  question,  interrogatories,  requests  for  information  or
documents,  subpoena,  civil,  criminal  or  regulatory investigative demand, or
similar  process)  to  disclose  any  Coral  Information,  Receiving Party shall
promptly  notify  Coral  of  such  request  or  requirement,  to  the extent not
prohibited  from  doing  so  by  applicable  laws,  rules  or  regulations  of
governmental  authority,  so that Coral may seek an appropriate protective order
or  waive  compliance  with  this Agreement.  If, in the absence of a protective
order  or  the  receipt  of  a  waiver  hereunder,  Receiving  Party  or  its
Representatives  are,  in  the  opinion  of  legal  counsel of MGC, compelled to
disclose the Coral Information or else stand liable for contempt or suffer other
censure  or  penalty,  Receiving Party and its Representatives may disclose only
such  of  the  Coral  Information  to the party compelling disclosure as, in the
opinion  of  legal  counsel  of  MGC,  is  required  by  applicable  law,  rule,
regulation,  or ordinance and, in connection with such compelled disclosure, MGC
shall  use its reasonable efforts to obtain from the party to whom disclosure is
made  written  assurance  that  confidential  treatment will be accorded to such
portion of the Coral Information as is disclosed; provided, however, that if the
Receiving  Party  has  given  Coral at least fifteen (15) business days' advance
written  notice  of  such  request  or  requirement, and Coral has not sought to
intervene  to  provide  its  interest,  or  Coral  has  intervened, but has been
unsuccessful in obtaining a protective order, then MGC shall not be obligated to
pursue  efforts to obtain written assurances that confidential treatment will be
accorded  such  disclosed  Coral  Information.


<PAGE>
     4.     Definition  of  "Coral  Information".  As  used  in  this Agreement,
            ------------------------------------
"Coral  Information"  means  all  information  or  materials  (exclusive  of
"Confidential  Information"  as  defined  in  the  NGSMA)  furnished  to the MGC
Employee (while the MGC Employee is the "MGC Employee" under the NGSMA) by Coral
in  writing,  orally, via computer or information storage media, or of which the
MGC  Employee  (while  the  MGC  Employee is the "MGC Employee" under the NGSMA)
otherwise  becomes  aware  in the performance of his or her work as described in
Section  3.6  of  the  NGSMA,  which  is confidential or otherwise not generally
available  to  the  public, and concerns the business and operations of Coral or
its customers, suppliers, partners, co-venturers, or "Affiliates" (as defined in
the  NGSMA),  including,  but  not  limited  to,  (a)  gas  supply,  gas  sale,
transportation,  storage, gathering, financial hedging, and other contracts, (b)
customer  and  supplier  lists  and other information, (c) price methodology and
procedures,  (d)  risk  management  structures  and  pricing, (e) gas management
service  procedures  and structures, (f) credit information, (g) business plans,
(h)  market  information,  (i)  software,  (j)  databases,  (k)  data and tables
contained  in  such  databases,  (l) database description language, and (m) data
definitions.  Except  with  respect to "Confidential Information" (as defined in
the  NGSMA)  that  is  delivered  by  Coral  to  the MGC Employee subject to the
provisions  of  Section  16.5  of  the  NGSMA,  any information furnished to MGC
Employee  by  a  director,  officer,  employee, affiliate, partner, co-venturer,
consultant,  agent, or representative of Coral will be deemed furnished by Coral
for the purpose of this Agreement.  Notwithstanding the foregoing, the following
will  not  constitute  Coral  Information  for  purposes of this Agreement:  (i)
information  which is or becomes generally available to the public other than as
a  result of a disclosure by Receiving Party or its Representatives in violation
of  this  Agreement; (ii) information which was already known to Receiving Party
on a nonconfidential basis prior to being furnished to Receiving Party by Coral;
(iii)  information  which  becomes  available  to  Receiving  Party  on  a
nonconfidential  basis  from  a  source  other than Coral or a representative of
Coral if such disclosure by such source was not in violation of any prohibition,
to  which  such  source  was  subject,  against  transmitting the information to
Receiving  Party and was not in violation of a confidentiality agreement of such
source with Coral, and (iv) information which MGC obtains by operation of law in
connection  with  enforcing  MGC's  rights  under  the  NGSMA.

     5.     Return  of  Information.  The  Coral  Information  will  remain  the
            -----------------------
property  of  Coral.  Coral  Information  which  is  furnished  in written form,
including  any  copies  of  such  written Coral Information that may be found in
drafts,  notes,  compilations,  studies,  synopses,  or  summaries  thereof,  on
computer or other information storage media or in other documents prepared by or
for  the MGC Employee, MGC or its Representatives, will be returned to Coral, to
the extent of the Coral Information, immediately upon its request, and no copies
of  such  Coral  Information  will  be  retained by the MGC Employee, MGC or its
Representatives.  Any  Coral Information that may be found in documents prepared
by  or  for  the  MGC Employee or MGC, oral Coral Information, and written Coral
Information  not so requested to be returned will be held by Receiving Party and
kept  subject  to  the  terms  of  this  Agreement,  or  destroyed.

     6.     No  Waiver.  No  failure or delay in exercising any right, power, or
            ----------
privilege  hereunder  will  operate  as a waiver thereof, nor will any single or
partial  exercise  thereof preclude any other or further exercise thereof or the
exercise  of  any  other  right,  power,  or  privilege  hereunder.

     7.     Remedies.  Receiving  Party  acknowledges  and  agrees  that  money
            --------
damages  would  not  be  a sufficient remedy for any breach of this Agreement by
Receiving  Party  or  its Representatives and Coral will be entitled to specific
performance  and  injunctive  relief  as  remedies  for  any  such breach.  Such
remedies  will  not  be deemed to be the exclusive remedies for a breach of this
Agreement  by  Receiving  Party  or  any  of  its Representatives but will be in
addition  to  all  other  remedies  available  at  law  or  in  equity to Coral.


<PAGE>
     8.     Miscellaneous.  This  Agreement  inures  to the benefit of Coral and
            -------------
its successors and permitted assigns under the NGSMA and is binding on Receiving
Party  and  Receiving  Party's  successors  and assigns.  This Agreement and the
NGSMA  constitutes  the  entire agreement between Coral and Receiving Party with
respect  to  the  subject  matter  hereof.  The headings of the Sections of this
Agreement  are inserted for convenience only and do not constitute a part hereof
or  affect  in  any  way  the meaning or interpretation of this Agreement.  THIS
AGREEMENT  WILL  BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF WEST VIRGINIA WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF
WHICH  WOULD  OTHERWISE  REQUIRE  THE  APPLICATION  OF  THE  LAWS OF A DIFFERENT
JURISDICTION.

     IN  WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date  first  written  above.


                                        CORAL  ENERGY  RESOURCES,  L.P.


                                        Name:
                                        Title:


                                        CORAL  ENERGY,  L.P.


                                        Name:
                                        Title:

                                        MOUNTAINEER  GAS  COMPANY


                                        Name:
                                        Title:



                                        Name:
                                        MGC  Employee


<PAGE>
<TABLE>
<CAPTION>
                                                       EXHIBIT J


                                   ATTACHED TO AND MADE A PART OF NATURAL GAS SUPPLY
                              MANAGEMENT AGREEMENT BETWEEN CORAL ENERGY RESOURCES, L.P.,
                                    CORAL ENERGY, L.P., AND MOUNTAINEER GAS COMPANY



COLUMBIA GAS TRANSMISSION                                                                                 PROJECTED
-------------------------------------                                                                   DEMAND CHARGES
      CORPORATION                                                                                        (PER DTH OF
-------------------------------------                                                                      RELEASED
                                                                                                        TRANSPORTATION
                                             RELEASED INTERSTATE TRANSPORTATION/STORAGE CAPACITY           CAPACITY)
                                       ---------------------------------------------------------------  --------------
                                         1/1/98       9/1/99      10/31/99      8/1/00       11/1/00       11/1/98
RATE SCHEDULE/AGREEMENT NO.             -8/31/99     -10/30/99    -7/31/00     -10/31/01    -10/31/01     -12/31/98
                                       -----------  -----------  -----------  -----------  -----------  --------------
<S>                                    <C>          <C>          <C>          <C>          <C>          <C>
                                               [*]          [*]          [*]          [*]          [*]
FTS-AGREEMENT NO. 38113                                                                                 $      6.6300
                                       -----------  -----------  -----------  -----------  -----------  --------------
                                               [*]          [*]          [*]          [*]          [*]
FTS-AGREEMENT NO. 60266                                                                                 $      6.6300
                                       -----------  -----------  -----------  -----------  -----------  --------------
                                               [*]          [*]          [*]          [*]          [*]
NTS-AGREEMENT NO. 39272                                                                                 $      8.1535
                                       -----------  -----------  -----------  -----------  -----------  --------------

                                           115,946      115,946      115,946      115,946      115,946
                                        (APR-SEP);   (APR-SEP);   (APR-SEP);   (APR-SEP);   (APR-SEP);
                                           231,893      231,893      231,893      231,893      231,893
SST-AGREEMETN NO. 38087                  (OCT-MAR)    (OCT-MAR)    (OCT-MAR)    (OCT-MAR)    (OCT-MAR)  $      6.3000
                                       -----------  -----------  -----------  -----------  -----------  --------------
                                               [*]          [*]          [*]          [*]          [*]

FSS-AGREEMENT NO. 38077                                                                                 $      1.5120
                                       -----------  -----------  -----------  -----------  -----------  --------------


                                               [*]          [*]          [*]          [*]          [*]
FSS CP-AGREEMENT NO. 38077                                                                              $      0.0290
                                       -----------  -----------  -----------  -----------  -----------  --------------


RP95-408 SETTLEMENT CREDIT                     N/A          N/A          N/A          N/A          N/A   ($591,666.67)
                                                                                                               /MONTH
                                       -----------  -----------  -----------  -----------  -----------  --------------


COLUMBIA GULF TRANSMISSION COMPANY
-------------------------------------
RATE SCHEDULE/AGREEMENT NO.-
                                               [*]          [*]          [*]          [*]          [*]
FTS1-AGREEMENT NO. 37994                                                                                $      3.1450
                                       -----------  -----------  -----------  -----------  -----------  --------------
                                               [*]          [*]          [*]          [*]          [*]
FTS2-AGREEMENT NO. 42794                                                                                $      0.9995
                                       -----------  -----------  -----------  -----------  -----------  --------------
                                               [*]          [*]          [*]          [*]          [*]

TRANSMISSION GAS PIPE LINE COMPANY
-------------------------------------
RATE SCHEDULE/AGREEMENT NO.-
FT-A - AGREEMENT NO. 8396                                                                               $      11.343

COLUMBIA NATURAL RESOURCES, INC.
-------------------------------------

COMMODITY PRICE TO BE UTILIZED FOR
CHANGES IN RETAINAGE PERCENTAGES                                                                                  N/A
(FTS2 COLUMBIA GULF EQUIVALENT; ZONE
1 TENNESSEE GAS PIPE LINE EQUIVALENT)



                                                                                        PROJECTED    PROJECTED
                                             DEMAND CHARGES (PER DTH OF RELEASED        COMMODITY    RETAINAGE
                                                   TRANSPORTATION CAPACITY)              CHANGES    PERCENTAGES
                                       ----------------------------------------------  -----------  ----------
RATE SCHEDULE/AGREEMENT NO.                1/1/99          2/1/99         11/1/00        11/1/98     11/1/9/
                                          -1/31/99       -10/31/00       -10/31/01      -10/31/01   -10/31/01
                                       --------------  --------------  --------------  -----------  ----------
<S>                                    <C>             <C>             <C>             <C>          <C>

FTS-AGREEMENT NO. 38113                $      6.6300   $      6.5090   $      6.5090   $    0.0246     2.2340%
                                       --------------  --------------  --------------  -----------  ----------

FTS-AGREEMENT NO. 60266                $      6.6300   $      6.6300              N/A  $    0.0246     2.2340%
                                       --------------  --------------  --------------  -----------  ----------

NTS-AGREEMENT NO. 39272                $      8.1535   $      8.0325   $      8.0325           N/A        N/A
                                       --------------  --------------  --------------  -----------  ----------





SST-AGREEMETN NO. 38087                $      6.3000   $      6.1790   $      6.1790   $    0.0135     2.2340%

                                                                                       $     .0134
FSS-AGREEMENT NO. 38077                $      1.5120   $      1.5120   $      1.5120   INJECTION/      0.1300%
                                                                                       WITHDRAWAL
                                                                                          FEE
                                       --------------  --------------  --------------  -----------  ----------

FSS CP-AGREEMENT NO. 38077             $      0.0290   $      0.0290   $      0.0290          N/A          N/A
                                       --------------  --------------  --------------  -----------  ----------


RP95-408 SETTLEMENT CREDIT              ($591,666.67)   ($591,666.67)   ($591,666.67)         N/A          N/A
                                              /MONTH          /MONTH          /MONTH
                                       --------------  --------------  --------------  -----------  ----------


COLUMBIA GULF TRANSMISSION COMPANY
-------------------------------------
RATE SCHEDULE/AGREEMENT NO.-

FTS1-AGREEMENT NO. 37994               $      3.1450   $      3.1450   $      3.1450   $    0.0170     2.9190%
                                       --------------  --------------  --------------  -----------  ----------

FTS2-AGREEMENT NO. 42794               $      0.9995   $      0.9995   $      0.9995   $    0.0039     0.6090%
                                       --------------  --------------  --------------  -----------  ----------


TRANSMISSION GAS PIPE LINE COMPANY
-------------------------------------
RATE SCHEDULE/AGREEMENT NO.-
FT-A - AGREEMENT NO. 8396              $        9.70   $        9.70             N/A   $    0.0984     4.9900%

COLUMBIA NATURAL RESOURCES, INC.       $      80,000                             N/A           N/A        N/A
-------------------------------------
                                            ANNUALLY
COMMODITY PRICE TO BE UTILIZED FOR
CHANGES IN RETAINAGE PERCENTAGES                 N/A             N/A              N/A  $    2.3800        N/A
(FTS2 COLUMBIA GULF EQUIVALENT; ZONE
1 TENNESSEE GAS PIPE LINE EQUIVALENT)
                                       --------------  --------------  --------------  -----------  ----------
</TABLE>


<PAGE>