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                                                                   Exhibit 10.53

                                                               Contract # 2.9838

                                SERVICE AGREEMENT

                                     between

                          PINE NEEDLE LNG COMPANY, LLC

                                       and

                     NORTH CAROLINA NATURAL GAS CORPORATION

                                January 29, 1997

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                                SERVICE AGREEMENT

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

                                   WITNESSETH:

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

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

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

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

         NOW THEREFORE, Pine Needle and Customer agree as follows:

                                    ARTICLE I
                             SERVICE TO BE RENDERED

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

         To withdraw from storage and vaporize the gas stored in liquefied form
         by Pine Needle for Customer's account up to a maximum quantity on any
         day of the dekatherm equivalent of 40,000 Mcf, which quantity shall be
         Customer's Vaporization Quantity. 1/

         To liquefy natural gas for Customer up to a maximum quantity on any day
         of the dekatherm equivalent of 2,000 Mcf, which shall be Customer's
         Liquefaction Quantity. 1/

         To store in liquefied form for Customer's account up to a total
         quantity of the dekatherm equivalent of 400,000 Mcf, which quantity
         shall be Customer's Storage Capacity.

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

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                          SERVICE AGREEMENT (CONTINUED)

                                   ARTICLE II
                          POINT OF RECEIPT AND DELIVERY

1.       The Point or Points of Delivery for all gas tendered to Pine Needle for
liquefaction hereunder shall be at the following point(s):

         The interconnection between Pine Needle's 10-inch inlet pipeline and
         Transcontinental Gas Pipe Line Corporation's ("Transco") mainline
         system at milepost 1356.95 on Transco's mainline in Guilford County,
         North Carolina.

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

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

                                   ARTICLE III
                                TERM OF AGREEMENT

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

                                   ARTICLE IV
                             RATE SCHEDULE AND PRICE

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

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

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                          SERVICE AGREEMENT (CONTINUED)

                                    ARTICLE V
                                  MISCELLANEOUS

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

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

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

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

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

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

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

                  (b)     If to Customer:
                          North Carolina Natural Gas Corporation
                          P. O. Box 909
                          (150 Rowan)
                          Fayetteville, North Carolina 28302-0909
                          Attention: Vice President, Gas Supply & Transportation

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

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                          SERVICE AGREEMENT (CONTINUED)

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

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

                                                   By /s/ Frank J. Ferazzi
                                                      --------------------
                                                      Vice President

                                                   NORTH CAROLINA NATURAL GAS
                                                   CORPORATION

                                                   By: /s/ Cal B. Wells
                                                       ----------------
                                                   Title: President

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