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                                                                Exhibit 10.1


                 AUTOMATED METER READING SERVICES AGREEMENT

         This Automated Meter Reading Services Agreement ("Agreement") is
entered into this 11th day of March, 2005, and is by and between Cellnet
Technology, Inc., a Delaware corporation ("Cellnet"), and Laclede Gas
Company, a Missouri corporation ("Laclede"). All capitalized terms not
otherwise defined herein have the respective meaning set forth in Appendix A
hereto.

                                  RECITALS

         WHEREAS, Laclede desires to introduce new automated gas meter
reading, data acquisition and data management services to its service area
that efficiently provide accurate information for billing, distribution,
operations, customer care and customer marketing purposes;

         WHEREAS, Laclede has selected a radio frequency fixed network
application as the system that can best provide basic services while
permitting maximum flexibility of information for expansion into other
functional uses;

         WHEREAS, Laclede desires Cellnet to establish, where it has not
already been established, and maintain a Fixed Network consisting of MIUs
installed on Laclede Gas Meters, MCC sites on towers and/or other
appropriate structures, the network operations center ("NOC"), the
communication link between the MCCs and the NOC, all other equipment
necessary for Cellnet to provide automated gas meter reading, data
acquisition and data management services to Laclede and the operation, care
and maintenance of all installed equipment;

         WHEREAS, Laclede desires for Cellnet to provide all of the
equipment and labor and take all of the actions necessary to perform
automated reads of Laclede Gas Meters within St. Louis City, St. Louis
County and St. Charles County and selected portions of other counties in
Laclede's service area as set forth on Exhibit 1 (collectively, "Fixed
Network Area") and to make available such readings to Laclede (i.e., Laclede
desires to acquire from Cellnet turnkey meter readings) and for Cellnet to
provide data acquisition and management services; and

         WHEREAS, Cellnet has the expertise, experience and skill to provide
such turnkey automated meter reading, data acquisition and data management
services and desires to provide the same to Laclede on the terms and
conditions set forth herein.

         NOW, THEREFORE, the Parties agree as follows:

                                  ARTICLE 1

                   INITIAL FIXED NETWORK DEPLOYMENT PHASE

1.1      Overview. Immediately upon the execution of this Agreement, the
         --------
         Parties shall commence to integrate their respective systems in
         accordance with this Article (the "Initial Fixed Network Deployment
         Phase") and shall test their respective systems' ability to access,
         exchange and deliver MIU installation data and Laclede Gas Data.
         The Initial Fixed Network Deployment Phase will be conducted in
         accordance with the


         project timeline attached to this Agreement as Exhibit 2. The
                                                        ---------
         Parties shall complete the Initial Fixed Network Deployment Phase
         within six (6) months of the Effective Date; provided, however,
         that without limiting a Party's other remedies hereunder, if a
         Party suffers a delay in meeting any of its objectives on the
         project timeline, the deadlines thereon for the other Party shall
         be moved back by an equivalent number of days. To the extent that
         any of the obligations or rights of either Party set forth in
         Article 1 do not specifically pertain to only the Initial Fixed
         Network Deployment Phase but are necessary for the performance of
         the rest of this Agreement, then such obligations and rights shall
         continue throughout the Term.

1.2      Laclede's Responsibilities.
         --------------------------

         (a)      Sample Meter Population. Laclede has previously provided
                  -----------------------
                  to Cellnet an initial data file that details all Laclede
                  Gas Data, including addresses, Laclede's projected monthly
                  meter reading schedule and all other pertinent Laclede
                  customer information for approximately 500 meters ("Test
                  Meters") on which Cellnet has installed MIUs.

         (b)      Interface Implementation. Attached hereto as Exhibit 3 are
                  ------------------------                     ---------
                  Cellnet's specifications for its standard interface (the
                  "Standard Interface Specifications"). Laclede shall, in
                  accordance with the time period set forth in Exhibit 2,
                                                               ---------
                  develop, at its own expense, a complete, integration
                  tested and fully operational interface for the Laclede
                  systems impacted by this Agreement (the "Laclede
                  Interface"). The Laclede Interface must have the capacity
                  to (i) collect the MIU installation database and the
                  Laclede Gas Data from Cellnet, (ii) transmit the post MIU
                  installation and any ongoing Laclede database maintenance
                  files to Cellnet, and (iii) collect the Fixed Network Data
                  posted by Cellnet on the FTP Server.

         (c)      Internal Computer Hardware and Software. Laclede is
                  ---------------------------------------
                  responsible for, and shall establish and maintain at
                  Laclede's expense, all of its internal computer software,
                  hardware, systems, and any and all telecommunication
                  connections and charges (including hardware fees, set-up,
                  and on-going fees) required to collect the Fixed Network
                  Data from the FTP Server and then store, query and
                  manipulate such data.

         (d)      Additional Services. In addition to the services described
                  -------------------
                  in Section 1.3(b) below, which shall be provided at
                  Cellnet's expense, Laclede may request, and Cellnet, in
                  its discretion, may provide, services to assist Laclede
                  with system integration and other programming issues from
                  time to time during the Term. Such services shall be
                  provided to Laclede at rates to be agreed upon by the
                  Parties.

1.3      Cellnet's Obligations.
         ---------------------

         (a)      Fixed Network and Data Management Network. During the
                  -----------------------------------------
                  Initial Fixed Network Deployment Phase, Cellnet will
                  conduct a propagation study of the portion of Laclede's
                  service area to be covered by the Fixed Network Area.

                                     2

                  Based on the results of the study, Cellnet will provide,
                  install and maintain all equipment, supplies and services
                  necessary to establish and operate the Fixed Network that
                  collects automated daily meter reads and provides meter
                  readings in accordance with this Agreement. Cellnet shall
                  provide, and install new, or enable existing, Fixed
                  Network infrastructure required to support the Fixed
                  Network Area, including, without limitation, software,
                  hardware and peripherals for the NOC. Additionally,
                  Cellnet shall establish Laclede as a customer in Cellnet's
                  data management network.

         (b)      Interface Implementation Support. During the Initial Fixed
                  --------------------------------
                  Network Deployment Phase, Cellnet, at no additional charge
                  to Laclede, shall consult with and advise Laclede in its
                  development and testing of the Laclede Interface. Cellnet
                  shall have no obligation to write software code in
                  connection with such consulting and advice; provided,
                  however, that additional services shall be provided in
                  accordance with Section 1.2(d) above.

         (c)      Provision of MIUs and Installation Resources. Cellnet
                  --------------------------------------------
                  shall provide the resources necessary for installation of
                  the MIUs, including the required MIUs and the employees or
                  subcontractors necessary to install the MIUs (each a "MIU
                  Installer"), as well as a competent project manager for
                  the Initial Fixed Network Deployment Phase. All of the MIU
                  Installers shall be qualified and trained as described in
                  Section 2.1(d)(ii).

         (d)      Configure the NOC. Cellnet shall establish and configure
                  -----------------
                  the necessary hardware, NOC Software and Meter Database to
                  provide the AMR Services.

         (e)      Automated Meter Readings. Upon completion of the
                  ------------------------
                  installation of the MIUs on the Laclede Gas Meters and
                  Laclede's performance of its responsibilities under
                  Section 1.2, Cellnet shall perform and transmit to Laclede
                  daily automated meter reads in hundreds of cubic feet in
                  accordance with Article 2.

         (f)      Handheld Devices. During the Initial Fixed Network
                  ----------------
                  Deployment Phase, Cellnet shall provide Laclede two (2)
                  handheld units for reading and programming MIUs and train
                  Laclede personnel on the proper use of these units.

         (g)      Plant Tour. During the Initial Fixed Network Deployment
                  ----------
                  Phase, at Laclede's request, Cellnet shall schedule a trip
                  for Laclede to visit Cellnet's manufacturing facilities,
                  Cellnet's corporate headquarters and/or Cellnet's NOC
                  facilities, at Laclede's expense. Within fifteen (15) days
                  after completion of any of the above trips, Laclede may
                  notify Cellnet in writing that Laclede has concerns
                  regarding any of the following characteristics of any of
                  such Cellnet facilities:

                  (i)      Work environment;
                  (ii)     Safety;
                  (iii)    Degree and sophistication of automation; and
                  (iv)     Quality control.

                                     3

                  Cellnet shall investigate any such concerns, and (1)
                  explain why the issue is not reasonably likely, in
                  Cellnet's reasonable discretion, to have a material
                  adverse impact on the AMR Services, or (2) provide a
                  reasonable plan and timeline to address these concerns or
                  issues in a manner reasonably acceptable to Parties.

1.4      Initial Fixed Network Deployment Phase Testing.
         ----------------------------------------------

         (a)      Comparison of Reads. During the Initial Fixed Network
                  -------------------
                  Deployment Phase, Laclede will obtain and compare the
                  manual reads from the Test Meters to the automated meter
                  reads provided by Cellnet pursuant to Section 1.3(e)
                  above. Any deviations between the manual and automated
                  readings will be investigated by both Parties in good
                  faith and resolved within two (2) Business Days.

         (b)      Substitute Meters. Any residence with access issues, meter
                  -----------------
                  problems or other circumstances that interfere with the
                  Initial Fixed Network Deployment Phase will be dealt with
                  on a case-by-case basis. An alternate address within the
                  coverage area described in Section 1.2(a) may be
                  substituted for the remainder of the Initial Fixed Network
                  Deployment Phase, or, in the alternative, the MIU will be
                  subtracted from the sample population, at Laclede's
                  discretion.

         (c)      Network Coverage. Cellnet will be responsible for Fixed
                  ----------------
                  Network infrastructure coverage issues and will use
                  commercially reasonable efforts to resolve any Fixed
                  Network infrastructure coverage issues promptly, as
                  necessary, to perform the AMR Services.

1.5      Initial Fixed Network Deployment Phase Performance Standards.
         ------------------------------------------------------------

         (a)      Summary of Readings. During the Initial Fixed Network
                  -------------------
                  Deployment Phase, Cellnet shall provide Laclede: (i) daily
                  automated meter reads in hundreds of cubic feet; and (ii)
                  a monthly summary of MIU performance, by address. The
                  individual meter readings will be maintained by Cellnet
                  daily and delivered to Laclede on the next Business Day.
                  Daily and monthly overall performance indicators should be
                  included in the summary.

         (b)      Areas of Emphasis. Close scrutiny will be given to
                  -----------------
                  Cellnet's performance in the following areas:

                  (i)      Project Management;
                  (ii)     Integration Support Services
                  (iii)    Data Acquisition and Delivery;
                  (iv)     Operations and Maintenance;
                  (v)      Customer Service;
                  (vi)     Technology; and
                  (vii)    Data Center Operations.

        At any time during the Initial Fixed Network Deployment Phase,
        Laclede may notify Cellnet in writing that Laclede has concerns
        regarding any of the foregoing areas, and

                                     4

                  Cellnet shall investigate any such concerns, and (1)
                  explain why the concerns are not reasonably likely, in
                  Cellnet's reasonable discretion, to have a material
                  adverse impact on the AMR Services, or (2) provide a
                  reasonable plan and timeline to address these concerns in
                  a manner reasonably acceptable to the Parties.

         (c)      MIU Validation. During the Initial Fixed Network
                  --------------
                  Deployment Phase, the Test Meters will be automatically
                  read every day to determine accuracy, network
                  deliverability, and ability to transfer data between the
                  Parties' systems based on the Standard Interface
                  Specifications. During the Initial Fixed Network
                  Deployment Phase, the Parties will work together to
                  validate and correct promptly any errors in the following
                  areas:

                  (i)      Fixed Network reading does not correlate with
                           visual index reading. This deviation will take
                           into account rounding errors and time
                           differences. Cellnet must correct programming
                           errors on a MIU.

                  (ii)     Fixed Network reading was not available through
                           the network during the scheduled reading period.
                           This failure takes into account MIUs that fail to
                           communicate to the Fixed Network due to device
                           problems.

                  (iii)    MIU is found to be in an alarm state and the
                           appropriate flag was not returned.

                  (iv)     MIU is found to be sending inconsistent readings
                           when other MIUs in the area are responding
                           correctly.

                  (v)      The meter installation data and the Laclede Gas
                           Data transferred between Laclede and Cellnet
                           shall be validated and consistent with the
                           Standard Interface Specifications for use within
                           the respective Parties' systems. In the event
                           that the data is not in the correct format, the
                           non-complying Party shall make the correction at
                           its own expense.

                                  ARTICLE 2
                         OBLIGATIONS OF THE PARTIES

2.1      Establishment and Installation of the AMR Services. The AMR
         --------------------------------------------------
         Services to be provided to Laclede by Cellnet shall include data
         acquisition, data management, data presentation and access,
         implementation, implementation expertise, provision and
         installation of MIUs and operation of the Fixed Network and the
         NOC. Cellnet shall read Activated Meters in the Fixed Network Area
         during the Term of this Agreement in accordance with this Article
         2.

         (a)      Establishment of the Fixed Network. Cellnet shall
                  ----------------------------------
                  establish a Fixed Network that will:

                  (i)      collect automated meter readings from Activated
                           Meters within the Fixed Network Area; and

                                     5

                  (ii)     make available to Laclede, via the Cellnet
                           Standard Interface, meter readings.

         (b)      Components of AMR Services System. The Fixed Network shall
                  ---------------------------------
                  include the following components, together with any and
                  all other components and equipment necessary for Cellnet
                  to perform its obligations under this Agreement:

                  (i)      MIUs installed on each Accessible Meter within
                           the Fixed Network Area;

                  (ii)     MCCs to be installed on structures, poles and/or
                           towers;

                  (iii)    The NOC to collect Fixed Network Data;

                  (iv)     The disaster recovery NOC, which is described in
                           Section 2.2(g), shall be located in a separate
                           facility from the NOC as specified in Section
                           2.2(g); and

                  (v)      The software to manage the Fixed Network Data.

         (c)      Installation of the AMR Services System and Components.
                  ------------------------------------------------------

                  (i)      AMR Services System. During the Deployment
                           -------------------
                           Period, Cellnet shall install, and/or contract
                           with subcontractors for the installation of, the
                           Fixed Network and the various components thereof.
                           Cellnet shall, or cause its subcontractors to,
                           deploy an adequate number of field supervisors at
                           all times to ensure that installers have ready
                           access to supervisors as and when needed to
                           address issues and receive information in a
                           timely manner. The Cellnet program manager and
                           the Laclede AMR program manager will establish
                           introduction meetings and regularly scheduled
                           project review meetings. A pre-installation
                           meeting will be held among Cellnet, the MIU
                           Installer, and Laclede for the purpose of
                           reviewing all matters of mutual concern to ensure
                           that the installation plan will be met.

                  (ii)     MIUs. Cellnet and Laclede will develop and agree
                           ----
                           upon the various Routes and schedules for
                           installation of the MIUs on existing Laclede Gas
                           Meters at residences and businesses within the
                           Fixed Network Area. Installers shall work during
                           normal working hours of 8:00 a.m. to 5:30 p.m.
                           Monday through Saturday, which hours shall be
                           adjusted to accommodate extended daylight hours.
                           Additionally, it shall be acceptable for
                           installers to install MIUs outside these hours
                           pursuant to previously made appointments with
                           customers. Cellnet shall not be required to
                           install a MIU on a meter unless the meter can be
                           retrofitted to accept the MIU. The Parties agree
                           that all of the meters listed on Exhibit 5-A can
                                                            -----------
                           be retrofitted to accept a MIU; provided that
                           access to the meter is not obstructed or the
                           physical condition of the meter is such that it
                           does not prevent such retrofitting without
                           requiring major repair. The

                                     6

                           Parties shall cooperate in good faith to
                           determine whether the meters listed on Exhibit
                                                                  -------
                           5-B can be retrofitted to accept a MIU. Cellnet
                           ---
                           will manage all installation functions necessary
                           to establish and maintain a fully functional
                           Fixed Network, which shall include, without
                           limitation, installing the MIUs and successful
                           transmission of automated meter readings or
                           alarms to the NOC indicating that the MIU has
                           been successfully installed on a Laclede Gas
                           Meter. Cellnet shall transfer such data regularly
                           to Laclede. During the Deployment Period, Laclede
                           shall provide to Cellnet Laclede's projected
                           monthly meter reading schedule at least ninety
                           (90) days in advance of each respective Billing
                           Window. The following steps and procedures will
                           be followed for installation of the MIUs:

                           (A)      Cellnet Appointments. Prior to
                                    --------------------
                                    installation of MIUs on a Route, Laclede
                                    will promptly notify the customers on
                                    the Route (by flyers, radio or TV
                                    announcements or other reasonable means)
                                    of the planned installation of MIUs on
                                    meters servicing their residence or
                                    business. Cellnet or the MIU Installer
                                    shall contact the occupants of each
                                    affected property to make the necessary
                                    appointments and arrangements to install
                                    the MIUs. For meters that require entry
                                    into the property, the MIU Installer
                                    shall attempt to contact the occupant of
                                    the property by telephone, letter or
                                    door hanger and in person, on six (6)
                                    separate occasions (at least two (2) of
                                    which occasions must be personal visits
                                    to the property) and shall offer the
                                    occupant a choice of reasonable
                                    appointment times (i.e., specific
                                    appointment times or small time
                                    windows). The MIU Installer shall time
                                    its various attempts to contact an
                                    occupant via telephone, letter and in
                                    person so as to have the greatest
                                    probability of successfully contacting
                                    the occupant and installing the MIU. For
                                    purposes of clarity, an unanswered
                                    telephone call constitutes an attempt.

                           (B)      Laclede Appointments. If the MIU
                                    --------------------
                                    Installer is unable to gain the
                                    necessary access to a meter after the
                                    six (6) occasions specified in Section
                                    2.1(c)(ii)(A), Cellnet will so advise
                                    Laclede in writing as soon as reasonably
                                    practicable. After receiving such
                                    written advisement, Laclede will attempt
                                    to contact the occupant and/or owner of
                                    the property and work with Cellnet to
                                    arrange an appointment for Cellnet to
                                    install a MIU. If the occupant and/or
                                    owner miss a scheduled appointment or
                                    the meter is not an Accessible Meter for
                                    any other reason, Laclede will attempt
                                    to once again make contact with the
                                    occupant and/or owner and work with
                                    Cellnet to reschedule the appointment.
                                    If the MIU Installer is not able to
                                    install a MIU on the second or
                                    subsequent appointment made by Laclede,
                                    then Laclede shall reimburse Cellnet for
                                    its actual direct expenses without
                                    mark-up for the visit, not to exceed
                                    Twenty-Five Dollars ($25.00).

                                     7

                  (iii)    Additional MIUs.
                           ---------------

                           (A) Cellnet shall from time to time during the
                           Term, at no additional cost to Laclede
                           (including, but not limited to, shipping fees and
                           the manufacturers' cost to handle and install a
                           MIU on a meter, which costs will be paid by
                           Cellnet; provided, however, that all such
                           shipping costs and manufacturers' costs shall be
                           actual direct costs without mark-up by Laclede),
                           make MIUs available to the manufacturers
                           supplying meters to Laclede at a time and in a
                           volume and manner that will allow the
                           manufacturers to install the MIUs on the meters
                           during assembly at the manufacturers' facilities.
                           Laclede shall provide Cellnet at least 120 days'
                           prior written notice with regard to what number
                           of, to what manufacturers and when MIUs are to be
                           provided. Cellnet shall throughout the Term
                           provide to the respective manufacturers MIUs for
                           the types of meters listed on Exhibit 5-C.
                                                         -----------
                           Additionally, Laclede and Cellnet will cooperate
                           with regard to the coordination of meter model
                           changes in an effort to ensure availability of
                           MIUs for various meter models.

                           (B) During the Deployment Period, Cellnet shall,
                           at no additional charge to Laclede, make MIUs
                           available to Laclede's meter manufacturers in the
                           manner described above in this Section for
                           installation on new meters that Laclede will use
                           to replace certain of the meters within its
                           system that cannot be retrofitted with a MIU.

                           (C) In addition to the foregoing MIUs, Cellnet
                           shall from time to time, upon the request of
                           Laclede, make available to Laclede MIUs for
                           installation by Laclede on meters that Laclede
                           has removed from customers' premises and is
                           reconditioning in preparation for re-installation
                           at customers' premises. The MIUs described in
                           Subsection (B) above and this Subsection (C) are
                           included in the approximately 650,000 MIUs to be
                           provided by Cellnet during the Deployment Period.

                           (D) Notwithstanding the foregoing, Cellnet is not
                           required to provide a MIU to a manufacturer or to
                           Laclede directly unless Cellnet has an integrated
                           MIU available for the meter on which the MIU is
                           to be installed. At no additional cost to
                           Laclede, Cellnet and Laclede shall work together
                           in good faith to develop a MIU for the National
                           meters of the types listed on Exhibit 5-B in
                           Laclede's meter population that Cellnet cannot
                           currently retrofit with a MIU.

                           (E) Cellnet shall provide additional MIUs and
                           reading services to replace units retired and to
                           serve additional customers subject to the terms
                           and provisions of Exhibit 6, which is attached
                                             ---------
                           hereto and incorporated herein by reference.

                  (iv)     Existing Remote Device Removal. Many of Laclede's
                           ------------------------------
                           existing meters currently have a remote-type
                           device installed. Prior to any such device

                                     8

                           removal, Laclede shall provide any necessary
                           training to Cellnet regarding device removal,
                           including, without limitation, training regarding
                           handling of wires and cables. After device
                           removal, any attached wires and/or cables shall
                           not be removed, but trimmed back to be
                           unobtrusive. Any existing component on the
                           exterior of the premise shall be left in place.
                           One particular device, the American Meter TRACE
                           unit, is both salvageable and redeployable. The
                           MIU Installer will take reasonable care to return
                           each TRACE device to Laclede in the same state it
                           was in immediately prior to its removal. At
                           Laclede's expense, Laclede will provide the
                           proper containers and their transportation to and
                           from the MIU Installer for packaging the returned
                           devices. Any hazardous material component of the
                           meter or module removed from the field by Cellnet
                           or the MIU Installer during the installation of
                           MIUs shall be deposited in a container provided
                           by Laclede located at such MIU Installer's dock
                           for proper disposal by Laclede.

                  (v)      MCCs. Cellnet shall install any additional MCCs
                           ----
                           in the Fixed Network Area and any communications
                           links necessary to obtain automated meter
                           readings from Activated Meters.

         (d)      Subcontracting, Training and Safety.
                  -----------------------------------

                  (i)      Subcontractor's Hiring Processes. Cellnet intends
                           --------------------------------
                           to contract with MIU Installers to install the
                           MIUs. Only qualified personnel, who have received
                           proper training as described below, shall perform
                           the MIU installations/replacements. Cellnet shall
                           develop a Quality Assurance Plan that is
                           reasonably acceptable to Laclede and shall
                           perform, or require subcontractors to perform,
                           all MIU installation activities in accordance
                           with such plan. The Quality Assurance Plan shall
                           be provided by Cellnet to Laclede within thirty
                           (30) calendar days after the Effective Date and
                           shall include an audit feature that will track
                           the performance of individual installers. Laclede
                           shall have the right to approve the MIU
                           Installer, which approval shall not be
                           unreasonably withheld or delayed. Additionally,
                           subject to applicable law, Laclede shall have the
                           right to disqualify individuals employed or used
                           by an MIU Installer based on observations by
                           Laclede and/or reported customer complaints,
                           interaction with customers or the public in
                           general and/or security or safety violations. If
                           Laclede wishes to disqualify an individual
                           employed or used by such MIU Installer, it shall
                           notify Cellnet and provide reasonable details
                           regarding the grounds for such request. Cellnet
                           shall investigate the request and notify Laclede
                           of its determination promptly, but in all events
                           within five (5) Business Days, during which such
                           individual shall not work on the project.

                  (ii)     Training. Prior to installation of any MIUs,
                           --------
                           Cellnet shall submit to Laclede for approval a
                           training and certification program for all
                           individuals, including Laclede employees,
                           installing, repairing,

                                     9

                           maintaining or otherwise working with the MIUs.
                           The training program shall consist of both
                           classroom and field training on the procedures
                           and documentation for the MIU installation.
                           During the Term, Cellnet shall train, or cause
                           the MIU Installer to be trained in all of the
                           technical and procedural aspects of the
                           installation of the MIUs, including the
                           professional and courteous manner in which they
                           shall conduct themselves with regard to Laclede's
                           customers. Only individuals (including Laclede
                           employees) who successfully complete the training
                           program shall install, replace, repair, maintain
                           or otherwise work with the MIUs. An audit program
                           shall be implemented by Cellnet to evaluate
                           fieldwork performed. At a minimum, the training
                           program must address:

                           (A)      Meter safety and personal protective
                                    equipment issued to field personnel;
                           (B)      Proper procedures for dealing with
                                    Laclede's customers in the field;
                           (C)      Meter configurations present in the
                                    service territory;
                           (D)      Meter reading;
                           (E)      Use of handheld work order routing devices;
                           (F)      Data to be recorded from each installation;
                           (G)      How to handle dog encounters and attacks;
                           (H)      Emergency procedures (gas leaks,
                                    medical, etc.); and
                           (I)      Recognizing and reporting obvious "theft
                                    of service" cases.

                  (iii)    Safety. Cellnet shall submit a Project Health &
                           ------
                           Safety Plan to Laclede for review and comment to
                           help ensure compliance with all federal and state
                           Occupational Safety and Health Administration
                           (OSHA) requirements. Cellnet shall conduct and/or
                           arrange for the safety training of all MIU
                           Installer's personnel and other subcontractors
                           (if any) utilized by Cellnet under this
                           Agreement. The safety-training courses conducted
                           by Cellnet or any of its subcontractors' safety
                           professionals shall also be made available to
                           Laclede personnel at Cellnet's or Laclede's
                           premises in the Fixed Network Area. All required
                           safety equipment and personal protective
                           equipment (PPE) shall be provided by Cellnet or
                           its subcontractors and maintained in proper
                           working order by the party providing the same.
                           Cellnet shall ensure that all of its employees
                           and subcontractors installing, repairing,
                           maintaining or otherwise working with the Fixed
                           Network, including the MIUs, receive the six (6)
                           hour National Safety Council's Defensive Driving
                           Course (DDC6) or equivalent. Cellnet shall ensure
                           that each of its employees and subcontractors is
                           subject to drug and alcohol testing pursuant to
                           Department of Transportation (DOT) Title 49 CFR
                           Part 40 - Procedures for Transportation Workplace
                           Drug and Alcohol Testing Programs.

         (e)      Uniforms and Logos. All individuals actually installing
                  ------------------
                  MIUs on behalf of the MIU Installer shall wear official
                  company uniforms of the MIU Installer and display
                  identification badges that identify the individual as an
                  employee of the

                                     10

                           MIU Installer. Additionally, the vehicles used by
                           such individuals shall display the MIU
                           Installer's name and logo. If Laclede elects to
                           have its name or logo displayed on the MIUs
                           Installer's uniforms, identification badges
                           and/or vehicles, and Cellnet consents to such
                           proposal, such consent not to be unreasonably
                           withheld or delayed, Laclede and Cellnet shall,
                           at Laclede's sole cost and expense, work together
                           to coordinate the same. In all events, the MIU
                           Installer's uniforms, identification badges and
                           vehicles shall not display Laclede's name or logo
                           without Laclede's written consent.

         (f)      Programming Software. Within thirty (30) days after the
                  --------------------
                  Effective Date, Cellnet shall provide to Laclede, at no
                  additional charge, Programming Software for reading and
                  programming MIUs and train Laclede personnel on the proper
                  use of this software. Cellnet shall install and configure
                  the Programming Software for use by Laclede's operations
                  personnel and use commercially reasonable effort to
                  accommodate Laclede-specific configurations.

         (g)      Timeframe for Installation and Implementation.
                  ---------------------------------------------

                           (i) Meter Activation. Upon (1) the installation
                               ----------------
                           of MIUs on 90% of the Accessible Meters on a
                           Route, (2) for which Cellnet is receiving
                           designation and installation information via the
                           Cellnet Standard Interface, and (3) Cellnet is
                           utilizing the Fixed Network to gather and provide
                           successful readings to Laclede, Cellnet will
                           activate the Fixed Network with regard to this
                           Route and commence electronically reading the
                           meters on the Route. Cellnet will continue to
                           attempt diligently to install MIUs on any Laclede
                           Gas Meters on a Route which are not equipped with
                           a MIU as of the date Cellnet activates the Route.
                           Cellnet shall notify Laclede in advance of the
                           date that the electronic reads will commence for
                           a Route, and Laclede may, at its option, continue
                           to read manually all meters that it then
                           currently reads manually for one (1) full billing
                           cycle after such date in order to verify the
                           readings. For those meters that Laclede is not
                           then currently obtaining manual reads (i.e.,
                           meters equipped with a TRACE device), Laclede
                           shall use reasonable effort to obtain a manual
                           reading of such meters for one (1) full billing
                           cycle. If Laclede discovers any discrepancy
                           between the manual reading and the reading
                           rendered by the MIU, Laclede shall notify
                           Cellnet, and Cellnet shall promptly repair,
                           replace or reprogram the MIU if found to be
                           defective upon investigation, and thereafter
                           Cellnet shall manually read the meter or take
                           whatever actions are necessary to verify that the
                           MIU is functioning properly. Laclede's obligation
                           to pay the monthly fee per meter described in
                           Section 2.3(a) shall commence on the date the
                           electronic reads commence on a Route as described
                           in the first sentence of this section.
                           Cellnet shall provide manual monthly billing
                           reads pursuant to Laclede's projected monthly
                           meter reading schedule on Accessible Meters on an
                           activated Route that are not equipped with a
                           properly functioning MIU commencing the fortieth
                           (40th) day following the date such Route is

                                     11


                           activated. Cellnet shall not be required to
                           provide manual readings for any meters on which
                           Laclede instructed Cellnet not to install a MIU.

                           (ii) Entire System. MIUs shall be installed and
                                -------------
                           operational on 99% of Accessible Meters within
                           the Fixed Network Area within twenty-four (24)
                           months after the Effective Date ("Deployment
                           Deadline"). If Cellnet fails to perform its
                           obligations under this Agreement relating to
                           installation of the MIUs, and as a result the 99%
                           threshold is not reached by the Deployment
                           Deadline, then until such time as MIUs are
                           installed and operational on 99% of Accessible
                           Meters less Unavailable Meters within the Fixed
                           Network Area (or this Agreement is terminated, if
                           earlier), Cellnet shall provide monthly manual
                           billing readings pursuant to Laclede's projected
                           monthly meter reading schedule to Laclede on
                           Accessible Meters that are not equipped with a
                           MIU. Notwithstanding the foregoing, if, due
                           solely to the failure of Cellnet to perform its
                           obligations under this Agreement, MIUs are not
                           installed and operational on 99% of Accessible
                           Meters within the Fixed Network Area within six
                           (6) months after the Deployment Deadline, Cellnet
                           shall be in default under this Agreement, and
                           Laclede may avail itself of the remedies provided
                           in this Agreement for default by Cellnet.

         (h)      Mandatory Provisions in Cellnet's Leases and/or Financing
                  ---------------------------------------------------------
                  Documents. Cellnet shall use its commercially reasonable
                  ---------
                  efforts to cause the senior lenders to Cellnet who are
                  directly financing the build out of the Fixed Network, to
                  include in the financing agreements therefor provisions
                  providing that upon the occurrence, and during the
                  continuation, of any default of Cellnet under such
                  financing agreements, if the lenders under that financing
                  agreement determine in their sole discretion that such
                  action will not impair the Lender Group's ability to
                  enforce the obligations of Cellnet under such financing
                  agreements or realize upon the security collateral of the
                  lenders under such financing agreements, such lenders
                  shall engage in good faith negotiations with Laclede to
                  permit Cellnet or a third party selected by the Lender
                  Group to continue to perform Cellnet's obligations under
                  this Agreement; provided, however, that the foregoing
                                  --------  -------
                  shall in no way prohibit such lenders from pursuing any of
                  their rights or remedies under such financing agreements.

         (i)      St. Louis Office. During the Term, Cellnet shall maintain
                  ----------------
                  an office in the St. Louis metropolitan area staffed with
                  a sufficient number of employees or contract employees to
                  fulfill its obligations under this Agreement and a manager
                  who is responsible for servicing Laclede under this
                  Agreement.

2.2      Services to be Provided by Cellnet.
         ----------------------------------

         (a)      Daily Meter Reads. Cellnet shall provide to Laclede daily
                  -----------------
                  automated meter reads in hundreds of cubic feet on
                  Activated Meters.

                                     12

The information below marked by * and [] has been omitted pursuant to a request
for confidential treatment. The omitted portion has been separately filed
with the Commission.



         (b)      Reliability of Daily Consumption Readings. Cellnet shall
                  -----------------------------------------
                  provide daily automated meter reads in hundreds of cubic
                  feet for at least [**]% of the Activated Meters on
                  an averaged basis over the total number of calendar days
                  of each month and a minimum of [**]% of the
                  Activated Meters for each and every calendar day during
                  any Contract Year during the Term of this Agreement. This
                  reliability rate implies that the required percentage of
                  the meters are read electronically through the Fixed
                  Network.

         (c)      Reliability of Scheduled Consumption Readings for Monthly
                  ---------------------------------------------------------
                  Billing. Cellnet shall provide to Laclede monthly meter
                  -------
                  reads in hundreds of cubic feet on each Activated Meter.
                  These monthly meter readings shall be made available
                  during each Fixed Network Meter's respective monthly
                  Billing Window as established according to Laclede's
                  projected monthly meter reading schedule (as such schedule
                  may be adjusted by Laclede from time to time) at a
                  reliability rate of [**]% of the Activated Meters
                  for each month and a minimum of [**]% of the
                  Activated Meters for each respective billing day within
                  the month. If Cellnet is not able to achieve [**]%
                  of such monthly reads electronically, Cellnet shall
                  achieve the required percentage by providing Laclede
                  manual reads of Activated Meters within the Fixed Network
                  Area; provided that Cellnet shall provide to Laclede each
                  month an electronic list of the meters for which Cellnet
                  was not able to obtain an electronic read through the
                  Fixed Network. Cellnet shall promptly research and, if
                  practicable, correct any MIU that the Fixed Network is not
                  able to read electronically. In the event Laclede changes
                  or adjusts its billing cycle schedule during the Term,
                  Cellnet shall make all changes necessary to accommodate
                  such changes or adjustments within thirty (30) days after
                  receiving written notice of such change or adjustment from
                  Laclede; provided that if such changes or adjustments to a
                  billing cycle occur during the Deployment Period, Laclede
                  shall provide Cellnet 120 days prior written notice of
                  such change or adjustment.

         (d)      Reliability Penalty.
                  -------------------

                  (i)      If Cellnet is not able to achieve the respective
                           required average monthly reliability percentages
                           for daily reads set forth in Section 2.2(b) above
                           for any month during the Term, then Cellnet shall
                           owe to Laclede a penalty (the "Daily Reliability
                           Penalty") equal to [***************] Dollars
                           ($[******]) for each [********] percent
                           ([***]%) or portion thereof that Cellnet is
                           below the applicable threshold. Furthermore, if
                           Cellnet is not able to achieve the required daily
                           minimum percentages set forth in Section 2.2(b)
                           above on any day during the Term, then Cellnet
                           shall owe to Laclede a penalty ("Minimum Daily
                           Reliability Penalty") equal to [************]
                           Dollars ($[*****]) for each [********] percent
                           ([***]%) or portion thereof that Cellnet is
                           below the applicable minimum. For purposes of
                           calculating the Daily Reliability Penalty and the
                           Minimum Daily Reliability Penalty, only Activated
                           Meters on Routes that have been activated as
                           described in Section 2.1(g)(i) above for ninety
                           (90) days or more shall be considered. Anything
                           herein to the contrary notwithstanding, except
                           for any rights that

                                     13

The information below marked by * and [] has been omitted pursuant to a request
for confidential treatment. The omitted portion has been separately filed
with the Commission.

                           may exist pursuant to Article 11 hereof,
                           Laclede's sole remedy for Cellnet's failure to
                           meet or exceed the foregoing performance metrics
                           is set forth in this Section 2.2(d)(i).

                  (ii)     The daily reliability performance percentages
                           shall be equal to the sum of each day's number of
                           successful automated daily meter readings which
                           Cellnet makes available to Laclede during the
                           calendar month, divided by the sum of each day's
                           number of daily Activated Meters. This
                           reliability rate implies that the required
                           percentage of the meters are read electronically
                           through the Fixed Network.

                  (iii)    Commencing the first calendar month ninety (90)
                           days after the Deployment Deadline, if Cellnet
                           fails to provide to Laclede monthly meter reads
                           in accordance with the reliability percentages
                           described in Section 2.2(c) above, during any
                           month, then Cellnet shall owe to Laclede a
                           penalty (the "Monthly Reliability Penalty") equal
                           to [****************] Dollars ($[******]) for each
                           [********] percent ([***]%), or portion
                           thereof, by which Cellnet is below such
                           [**]% threshold. For example, if Cellnet is
                           able to provide reads for only [**]% of the
                           Activated Meters during a month, then the Monthly
                           Reliability Penalty shall equal [***************]
                           Dollars ($[******]). Additionally, Cellnet
                           shall owe to Laclede a penalty ("Minimum Monthly
                           Reliability Penalty") of [************] Dollars
                           ($[*****]) for each [********] percent
                           ([***]%) or portion thereof by which Cellnet
                           is below the [**]% minimum on any billing
                           day. Anything herein to the contrary
                           notwithstanding except for any rights that may
                           exist pursuant to Article 11 hereof, Laclede's
                           sole remedy for Cellnet's failure to meet or
                           exceed the foregoing performance metrics is set
                           forth in this Section 2.2(d)(iii).

                  (iv)     The monthly reliability performance shall be
                           equal to the sum of each day's number of
                           successful monthly meter readings which Cellnet
                           makes available to Laclede during the calendar
                           month, divided by the sum of each day's number of
                           monthly Activated Meters.

                  (v)      The Daily Reliability Penalty, Minimum Daily
                           Reliability Penalty, Monthly Reliability Penalty
                           and Minimum Monthly Reliability Penalty shall be
                           referred to herein collectively as the
                           "Reliability Penalty." Laclede shall have the
                           right to deduct the Reliability Penalty amount
                           from the Fee for each such month during which the
                           daily and/or monthly reliability failures occur,
                           or any subsequent month.

         (e)      Historical On-Request Meter Reads / Off-Cycle Meter
                  ---------------------------------------------------
                  Readings. Cellnet shall provide access to a Cellnet
                  --------
                  website via the Internet in order to obtain the
                  thirty-five (35) most recent days of usage history
                  information for each Activated Meter. Additionally,
                  Cellnet shall provide Laclede with the ability to access
                  the most recent thirteen (13) months of consumption
                  readings for customer billing history information for each
                  such meter over the Internet.


                                     14

         (f)      Special Conditions Applicable to Certain Laclede Gas
                  ----------------------------------------------------
                  Meters. The parties acknowledge that there are
                  ------
                  approximately 10,000 Laclede Gas Meters within the portion
                  of the Fixed Network Area shown on Exhibit 7 ("MoNat
                  Manual Area Meters") for which Cellnet will not initially
                  be able to obtain reads utilizing the Fixed Network as a
                  result of the absence of the necessary MCCs and other
                  infrastructure. Notwithstanding the foregoing, Cellnet
                  shall install MIUs on the MoNat Manual Area Meters if
                  instructed to do so by Laclede and perform Manual Reads of
                  these meters monthly within their respective Billing
                  Windows. Such readings shall be transmitted to Laclede via
                  the Cellnet Standard Interface. The MIUs installed on the
                  MoNat Manual Area Meters shall be subject to the Monthly
                  Reliability Penalty and Minimum Monthly Reliability
                  Penalty described in Section 2.2(d) of this Agreement, but
                  not the Daily Reliability Penalty and Minimum Daily
                  Reliability Penalty described in Section 2.2(d). Except to
                  the extent specifically provided herein, all of the MIUs
                  installed on MoNat Manual Area Meters shall be subject to
                  all of the other terms and conditions of this Agreement.
                  Cellnet shall endeavor in good faith to install the
                  necessary MCCs and other infrastructure necessary to
                  enable Cellnet to read these MoNat Manual Area Meters
                  through the Fixed Network as soon as is financially
                  practicable.

         (g)      Disaster Recovery. Cellnet shall maintain a current
                  -----------------
                  disaster recovery plan for the primary NOC that at a
                  minimum provides for recovery of all systems necessary to
                  deliver the AMR Services within two (2) days of the
                  declaration by Cellnet of a disaster at the primary NOC.
                  Such plan shall include the activities that establish the
                  AMR Services at a separate disaster recovery NOC facility,
                  including, but not limited to, declaration of a disaster
                  at the primary NOC, mobilization of staff for operation at
                  the disaster recovery NOC, primary vendor notification and
                  acquisition of the necessary computer hardware, retrieval
                  of the tape back up Meter Database from off site,
                  installing and configuring the hardware and NOC Software,
                  recovery of Laclede Data from tape backup, reestablishing
                  telecommunications links for Laclede retrieval of data and
                  system testing. Cellnet shall make this plan available to
                  Laclede within ten (10) days after the Effective Date, and
                  from time to time thereafter upon Laclede's request,
                  together with evidence that Cellnet tests such plan
                  periodically in accordance with industry standards and the
                  results of the most recent such test. Additionally,
                  Cellnet and Laclede shall work together to develop, and
                  revise as necessary, procedures that will apply in the
                  event that a disaster occurs at the primary NOC. A
                  disaster shall be declared at the NOC when an event occurs
                  that results in Cellnet not being able to deliver Fixed
                  Network Data for a period of time exceeding forty-eight (48)
                  hours. Subject to the time requirements set forth in the
                  first sentence of this Section 2.2(g), upon the occurrence
                  of a disaster, Cellnet shall place a priority status on
                  restoration of the AMR Services that is at least equal to,
                  if not higher than, any other Cellnet customer within the
                  Fixed Network Area

                                     15

<PAGE>
The information below marked by * and [] has been omitted pursuant to a request
for confidential treatment. The omitted portion has been separately filed
with the Commission.

2.3      Obligations of Laclede.
         ----------------------

         (a)      Fees. Except as otherwise specifically provided herein, as
                  ----
                  sole consideration for the performance by Cellnet of its
                  obligations under this Agreement, including, without
                  limitation, the performance of the AMR Services, Laclede
                  shall pay to Cellnet [**********************************]
                  ("Per Read Fee") per month during the Term for each Activated
                  Meter on Routes that have been activated pursuant to Section
                  2.1(g), for each meter that Laclede installs that is already
                  equipped with a MIU, provided Laclede successfully receives a
                  monthly automated Actual Read from Cellnet during the
                  respective Billing Window for each such meter, and for each
                  meter that Laclede receives a manual read from Cellnet (the
                  "Fee"). The Per Read Fee shall consist of the components
                  set forth on Exhibit 8. The number of days in a Billing
                               ---------
                  Window may not be decreased during the Term without the
                  prior written agreement of Cellnet. Except as set forth on
                  Exhibit 8, Laclede shall have no obligation to pay any
                  ---------
                  charge for any Laclede Gas Meter for which Laclede does
                  not receive an automated Actual Read or Cellnet manual
                  read during the respective Billing Window. The Monthly MIU
                  Asset Fee as set forth on Exhibit 8 ("Asset Fee") shall
                                            ---------
                  also commence for non-Activated Meters where MIU
                  installation is handled pursuant to Section 2.1(c)(iii) on
                  the earlier of the 120th day after delivery of the
                  assembled meter or MIU to Laclede or the 120th day after
                  passage of title of the assembled meter or MIU to Laclede
                  or its bank or other lender. Laclede may deduct from the
                  Fee prior to payment that amount of any penalty being
                  assessed against Cellnet pursuant to Section 2.2(d) above.
                  The Fee shall be payable via check or electronic transfer
                  at such place designated by Cellnet.

                  (i)      Within five (5) Business Days after the end of
                           each calendar month, Cellnet shall submit to
                           Laclede (directed to the Laclede AMR program
                           manager or such other individual or department
                           specified by Laclede in writing) an invoice
                           specifying the Fee due from Laclede for such
                           calendar month. The invoice shall include (A) the
                           number of automated Actual Reads received via the
                           Fixed Network during such calendar month, (B) the
                           number of Cellnet Manual Reads (categorized by
                           reading method) during such calendar month, (C)
                           the amount due and owing for the meter data
                           provided from the Fixed Network during that
                           month, (D) any reduction for the Reliability
                           Penalty calculated pursuant to Section 2.2(d),
                           and (E) the Asset Fees for such calendar month.
                           The invoice shall include any such other
                           documentation as Laclede may reasonably request.

                  (ii)     Within thirty (30) calendar days after receipt of
                           an invoice submitted by Cellnet in accordance
                           with this Agreement, Laclede shall pay Cellnet
                           the amount invoiced. If Laclede disputes any
                           invoiced amount, Laclede shall so notify Cellnet
                           in writing within fifteen (15) calendar days
                           after receipt of the invoice and give full
                           reasons for the dispute. The Parties shall act in
                           good faith to settle such dispute within five (5)
                           Business Days after Laclede provides such notice
                           of dispute to Cellnet. If the Parties are not
                           able to resolve such dispute prior to the due
                           date of the invoice, then

                                     16

<PAGE>
The information below marked by * and [] has been omitted pursuant to a request
for confidential treatment. The omitted portion has been separately filed
with the Commission.

                           Laclede shall be entitled to withhold one-half
                           (1/2) of the disputed sum and shall pay the other
                           one-half (1/2) to Cellnet at the time the
                           undisputed portion of the invoice is due.

                  (iii)    If Laclede disputes any invoiced amount, the
                           provisions of Article 19 shall apply. Following
                           resolution of the dispute: (A) any amount
                           withheld by Laclede and agreed or determined to
                           be payable shall be paid by Laclede within ten
                           (10) Business Days after such agreement or
                           determination; and (B) any amount paid by Laclede
                           and agreed or determined not to be payable shall
                           be deducted by Laclede from the amount of the
                           monthly invoice next due after such agreement or
                           determination.

                  (iv)     Should Laclede fail to make payment on or before
                           the due date of any sum due and owing (other than
                           any sum which is the subject of a bona fide
                           dispute and any Reliability Penalty), interest on
                           the amount unpaid shall accrue from the date such
                           amount was due until the date of payment at a
                           rate per annum during such period equal to the
                           prime rate set forth in the Wall Street Journal
                           most recently published on the date such payment
                           was due plus one percent (1%). Interest shall
                           also accrue at such rate on the amount withheld
                           pursuant to Section 2.3(a)(ii) (or paid by
                           Laclede pending resolution of the dispute) until
                           the time of payment if it is ultimately
                           determined that such amount was due and payable
                           to Cellnet (or, in the case of payment of an
                           amount pursuant to Section 2.3(a)(ii) which was
                           not ultimately payable to Cellnet, refund of such
                           amount to Laclede).

         (b)      Minimum Per Read Fee. The pricing in this Agreement is
                  --------------------
                  predicated upon a minimum installed base of [*******]
                  MIUs. In the event that [*******] MIUs are not installed
                  within twenty-four (24) months after the Effective Date,
                  despite Cellnet's good faith efforts and compliance in all
                  material respects with its obligations under this
                  Agreement, then, from and after such twenty-four (24)
                  month period, Cellnet shall have the right to invoice
                  Laclede, and Laclede shall pay, monthly, in addition to
                  the Fee, an amount equal to the Per Read Fee multiplied by
                  the difference between [*******] and the actual number of
                  MIUs that are installed on Laclede Gas Meters as of the
                  last day of the then current billing period. As soon as
                  more than [*******] MIUs have been installed on Laclede
                  Gas Meters, Laclede shall no longer owe such additional
                  amount to Cellnet.

         (c)      Access to Premises. Laclede hereby grants to Cellnet, its
                  ------------------
                  employees, agents and subcontractors the right of
                  reasonable access to any Laclede Gas Meter, Fixed Network
                  Meter and any other relevant assets and premises owned by
                  it or in its control where such access is necessary in
                  order for Cellnet to perform the AMR Services. Laclede
                  shall, at its own expense, take all reasonable steps to
                  obtain, in favor of Cellnet, its employees, agents and
                  subcontractors all rights of reasonable access to all
                  premises that are reasonably required to enable them to
                  perform the AMR Services and other obligations under this
                  Agreement. Cellnet shall not be in default under this
                  Agreement if it is prevented from performing due to its

                                     17

                  inability to access a meter or premises; provided Cellnet
                  or the MIU Installer has attempted to gain access to the
                  meter on six (6) separate occasions as more specifically
                  described in Section 2.1(c)(ii)(A) hereof. Nothing herein
                  shall prohibit Laclede from establishing reasonable
                  restrictions on such access and rendering of services.

         (d)      Use of Laclede Facilities. Laclede will allow Cellnet the
                  -------------------------
                  use of Laclede buildings, towers, land, transmission and
                  distribution system locations for the positioning of the
                  MCCs. Cellnet and Laclede shall jointly identify the
                  relevant sites. Notwithstanding the foregoing, Laclede has
                  the right to refuse the use of individual sites or to
                  impose reasonable restrictions on Cellnet entry to such
                  sites. Cellnet shall not compensate Laclede for the use of
                  its property as described above; provided, that Cellnet
                  shall reimburse Laclede for out-of-pocket expenses
                  incurred by Laclede due to Cellnet's use of such
                  properties.

         (e)      Multiple Index Large Industrial and Commercial Meters. If
                  -----------------------------------------------------
                  the multiple index meters used by Laclede require the
                  development of a special interface in order to be read
                  automatically, Cellnet and Laclede shall cooperate with
                  each other with regard to Cellnet's development of a
                  proposed price for the automated reading of these meters
                  where appropriate.

         (f)      Installation of Additional MIUs. At Laclede's request,
                  -------------------------------
                  Cellnet shall install additional MIUs after the completion
                  of the Deployment Period at a fee to be agreed upon by the
                  Parties.

         (g)      Laclede Gas Data File. Laclede will prior to completion of
                  ---------------------
                  the Initial Fixed Network Deployment Phase provide to
                  Cellnet a data file that details all Laclede Gas Data,
                  including addresses, the reading schedule and all other
                  pertinent Laclede customer information for all Laclede Gas
                  Meters within the Fixed Network Area. Laclede will update
                  this file and furnish it to Cellnet as additional Laclede
                  Gas Meters are added within the Fixed Network Area.
                  Cellnet shall not be in default under this Agreement if it
                  is prevented from performing its obligations hereunder to
                  the extent caused by an error contained in any data file,
                  including files containing Laclede Gas Data, provided to
                  Cellnet by Laclede.

         (h)      New Laclede Gas Meters. From time to time during the Term,
                  ----------------------
                  Laclede may replace Activated Meters with new Laclede Gas
                  Meters or install new Laclede
                  Gas Meters, each of which already has an installed MIU, in
                  the Fixed Network Area. In the event that Laclede replaces
                  any Activated Meter or installs a new Laclede Gas Meter,
                  it must promptly (i) provide Cellnet with the designation
                  and installation information of the removed Activated
                  Meter and/or the designation and installation information
                  of the new Laclede Gas Meter, electronically via the
                  Cellnet Standard Interface; and (ii) update the data file
                  that details all Laclede Gas Data, as more specifically
                  described in Section 2.3(g). A newly installed Laclede Gas
                  Meter shall not be deemed to be an Activated Meter until
                  Cellnet receives (a) a successful meter reading; (b) the
                  designation and installation information; and (c) the
                  Laclede Gas Data. Laclede shall bear all costs related to
                  the removal

                                     18

                  of any Activated Meters and the installation of all such
                  newly installed Laclede Gas Meters. Under no circumstance
                  shall Cellnet be responsible or have any liability related
                  to (x) Laclede's failure to properly remove any Activated
                  Meter, (y) Laclede's failure to properly install a new
                  Laclede Gas Meter, or (z) Laclede's failure to provide
                  Cellnet with accurate Laclede Gas Data or information
                  related to the new Laclede Gas Meter.

2.4      Systems Integration. Cellnet and Laclede shall each be responsible
         -------------------
         for ensuring that its own respective systems perform in the manner
         that such Party has agreed its systems will perform in the
         specifications for the AMR Services and the implementation of the
         Standard Interface Specifications.

2.5      Interface Changes or New Interface Implementation. The Parties are
         -------------------------------------------------
         not obligated to change or implement new interfaces once the
         Initial Fixed Network Deployment Phase is complete. If either Party
         decides to change, revise or create a new interface that is not in
         accordance with the Standard Interface Specifications, the Party
         shall submit a Change Order pursuant to Article 7. The Party
         requesting such change shall reimburse the other Party for the
         reasonable costs and expenses incurred by such non-requesting Party
         in connection with such change.

2.6      Exclusivity. Laclede acknowledges and agrees that Cellnet shall
         -----------
         have the exclusive right to retrieve data from the MIUs installed
         on Laclede Gas Meters pursuant to this Agreement, and Laclede shall
         not, and shall not engage another person or entity to, read,
         attempt to read or intercept signals or communications from the
         MIUs. Further, during the Term, Cellnet shall be the exclusive
         provider to Laclede of the AMR Services and any tasks or services
         substantially similar to the AMR Services within the Fixed Network
         Area.

2.7      Initial Term. The initial term of this Agreement shall begin on the
         ------------
         date first set forth above (the "Effective Date") and continue for
         fifteen (15) years ("Initial Term").

2.8      Term Extensions and Renewals. At the end of the Initial Term,
         ----------------------------
         Laclede and Cellnet may renew this Agreement upon mutually
         agreeable terms and conditions. The Parties agree to begin
         negotiations two (2) years prior to the end of the Initial Term.


                                  ARTICLE 3
                       MAINTENANCE, GROWTH AND REPAIR
                            OF THE FIXED NETWORK

3.1      Maintenance of MIUs.
         -------------------

         (a)      Subject to this Section 3.1 and Section 3.4 hereof,
                  Cellnet shall be responsible for all costs of repairing or
                  replacing non-working or failed MIUs. Cellnet shall
                  provide all support and maintenance required on the MIUs.
                  Cellnet shall provide service visits free of charge to
                  meters where the NOC fails to receive data from a Fixed
                  Network Meter unless such failure clearly indicates a
                  problem other than with the MIU or the Fixed Network.
                  Notwithstanding the foregoing, if the Parties

                                     19

                  determine that a MIU is damaged by anyone other than
                  Cellnet or the MIU Installer or is vandalized such that it
                  cannot reasonably be made to function properly, the MIU
                  will be considered to be a retired MIU and so treated
                  pursuant to the mechanism set forth in Section
                  2.1(c)(iii)(E).

         (b)      Cellnet shall provide service visits free of charge to any
                  Activated Meter upon the reasonable request of Laclede
                  when Laclede deems a MIU to be stopped, programmed
                  incorrectly by Cellnet or its subcontractor or reset and
                  has provided documented history of such readings. If, upon
                  such service visit, Cellnet discovers and documents that
                  the MIU was programmed correctly and is operating
                  properly, or if a MIU malfunction or incorrect programming
                  by Laclede or its third party vendor or subcontractor was
                  caused by (i) the Laclede Gas Meter, (ii) any Laclede
                  personnel, or (iii) vandalism, and such findings are
                  confirmed by Laclede, Cellnet shall deliver an invoice to
                  Laclede, and Laclede shall reimburse Cellnet's reasonable
                  expenses for such service visit not to exceed Fifty
                  Dollars ($50), payable within thirty (30) calendar days of
                  receipt of the invoice from Cellnet.

         (c)      If Laclede investigates a stopped meter report and
                  determines that there has been a MIU failure, has replaced
                  the MIU or battery, and delivered the MIU or battery to
                  Cellnet, and the failure is confirmed by Cellnet, Laclede
                  shall deliver an invoice to Cellnet, and Cellnet shall
                  reimburse Laclede for its reasonable expenses for such a
                  service visit not to exceed Fifty Dollars ($50), payable
                  within thirty (30) calendar days of receipt of the invoice
                  from Laclede.

         (d)      Notwithstanding the foregoing, if Cellnet cannot gain
                  access to a MIU to verify whether it is functioning
                  properly after making at least three (3) reasonable
                  attempts to access the MIU, Cellnet's obligations under
                  this Section 3.1 with respect to such MIU shall be
                  suspended until such time as Cellnet gains access on its
                  own or with the assistance of Laclede. During the period
                  that Cellnet is not able to gain access to such MIU, the
                  meter shall be deemed to be an Unavailable Meter, and
                  Cellnet shall provide Laclede (directed to the attention
                  of the Laclede AMR program manager at the address provided
                  hereafter in this Agreement) prompt written notice of any
                  MIU that appears to be malfunctioning to which Cellnet
                  cannot gain access. Upon receipt of such notice, Laclede
                  shall make reasonable efforts to assist Cellnet to gain
                  access to the MIU in question.

3.2      Meter Change Outs. Change outs of Laclede Gas Meters will occur
         -----------------
         during the Term in accordance with Laclede's standard procedures
         for meter change outs; provided that Laclede shall de-initialize
         the MIU on each meter that is removed and initialize the new MIU
         that is part of the meter that is being installed. Upon completion
         of the change out, Laclede shall provide to Cellnet the information
         required by the Standard Interface Specifications. Upon receipt of
         the meter change out files via the Cellnet Standard Interface,
         Cellnet shall update the NOC to allow for proper acceptance of
         transmissions from the new MIU.

                                     20

3.3      Battery Replacement. The MIU batteries will be replaced by Cellnet
         -------------------
         so that there is no interruption in the AMR Services due to battery
         failure. Cellnet shall be responsible for the cost of the battery
         and installing the battery. Any system-wide replacement of
         batteries shall be coordinated in advance with Laclede.

3.4      Vandalism. Cellnet will, within five (5) Business Days after the
         ---------
         discovery of vandalism to a MIU, repair or replace the MIU,
         provided the meter is an Accessible Meter, and Laclede will be
         responsible for Cellnet's service visit in accordance with Section
         3.1(b). Vandalism to a MIU requiring repair or replacement of the
         MIU shall be considered to be a Force Majeure Event and shall
         relieve Cellnet of its responsibilities relating to obtaining reads
         under this Agreement with respect to such MIU; provided that
         Cellnet promptly repairs or replaces such MIU upon discovery of
         such vandalism. Notwithstanding the foregoing, if Cellnet discovers
         that only the meter or both the meter and the MIU have been
         damaged, Cellnet will promptly notify Laclede of such damage in
         writing. Within seven (7) Business Days after receiving such
         written notice, Laclede shall, at its own expense, replace the
         damaged meter with a meter equipped with a MIU or remove such meter
         and disconnect gas service, provided such meter is accessible to
         Laclede. All vandalized MIUs that are replaced with a new MIU shall
         be retired in accordance with Section 3.1(a) of this Agreement.

                                  ARTICLE 4
                 INTELLECTUAL PROPERTY, LICENSES AND USE OF
                            INTELLECTUAL PROPERTY

4.1      Intellectual Property. Notwithstanding any other provision in this
         ---------------------
         Agreement to the contrary, (i) all Intellectual Property rights in
         the Fixed Network, the NOC, the Programming Software, the MIUs, the
         MCCs and the method of providing the AMR Services (the "Cellnet
         Intellectual Property") shall at all times remain the property of
         Cellnet, and nothing in this Agreement shall serve to pass
         ownership in any part of the Cellnet Intellectual Property to
         Laclede or any third party, and (ii) any developments,
         improvements, modifications, enhancements and/or adaptations of any
         kind created or developed by Laclede or by Cellnet, or jointly by
         the Parties, to any element or part of the Cellnet Intellectual
         Property shall at all times remain the property of Cellnet, and
         nothing in this Agreement shall serve to pass ownership in any part
         of the Cellnet Intellectual Property to Laclede or any third party.
         To the extent Cellnet updates or modifies the Programming Software
         for its other customers, Cellnet shall offer the same updates
         and/or modifications to Laclede at the same or lesser charge as it
         offers the same to other customers. Notwithstanding the foregoing,
         Cellnet shall provide to Laclede without charge any updates or
         modifications to the Programming Software that are required in
         order for Cellnet to perform and Laclede to utilize the AMR
         Services as contemplated under this Agreement.

4.2      License to the Programming Software. Subject to the terms and
         -----------------------------------
         conditions of this Agreement, Cellnet shall grant Laclede pursuant
         to a license agreement in the form attached hereto as Exhibit 9 a
                                                               ---------
         non-transferable, non-exclusive, limited license to use the
         Programming Software solely to program the MIUs for use on Laclede
         Gas Meters. Should Laclede require the use of the Programming
         Software beyond the expiration or

                                     21

         termination of this Agreement and provided that Cellnet continues
         to support such software, Laclede shall have the right to enter
         into an appropriate license with Cellnet for such software in
         exchange for payment of a commercially reasonable royalty by
         Laclede.

4.3      Rights in Fixed Network. Cellnet shall hold all rights to the Fixed
         -----------------------
         Network, and Laclede shall have no right or interest in any part of
         the Fixed Network, except as expressly provided under this
         Agreement.

4.4      Assignments by Laclede. All developments, improvements,
         ----------------------
         modifications, enhancements and/or adaptations to the Cellnet
         Intellectual Property created or developed by Cellnet, by Laclede,
         or jointly by the Parties shall be considered to be Cellnet
         Intellectual Property. If by operation of law any such Intellectual
         Property is not owned in its entirety by Cellnet automatically upon
         creation or development, then Laclede agrees to transfer and
         assign, and hereby transfers and assigns, to Cellnet the entire
         right, title and interest, if any, throughout the world in and to
         all such Intellectual Property, including any Intellectual Property
         rights in same, and shall cooperate with Cellnet in obtaining for
         Cellnet's benefit, and at Cellnet's sole expense, appropriate legal
         protection for such Intellectual Property, including, but not
         limited to, testifying in any legal proceedings, signing all lawful
         papers, making all rightful oaths and executing applications,
         assignments and other instruments, all at Cellnet's sole expense.

4.5      Assignments by Cellnet. All Intellectual Property that is owned by
         ----------------------
         Laclede, including, without limitation, Laclede Gas Data, the Fixed
         Network Data, and documentation and reports produced by Laclede in
         connection with the AMR Services (except to the extent such
         documentation and reports incorporate Cellnet Intellectual Property
         or Confidential Information), will belong exclusively to Laclede.
         If by operation of law any such Intellectual Property is not owned
         in its entirety by Laclede automatically upon creation or
         development, then Cellnet agrees to transfer and assign, and hereby
         transfers and assigns to Laclede the entire right, title and
         interest, if any, throughout the world in and to all such
         Intellectual Property, including copyrights in same, and shall
         cooperate with Laclede in obtaining for Laclede's benefit, and at
         Laclede's expense, appropriate legal protection of such
         Intellectual Property transferred and assigned, and to be
         transferred and assigned, hereunder to Laclede, including but not
         limited to testifying in any legal proceedings, signing all lawful
         papers, making all rightful oaths and executing all applications,
         assignments and other instruments, all at Laclede's sole expense.

                                  ARTICLE 5
                          OWNERSHIP OF INFORMATION

5.1      Ownership by Laclede. All Fixed Network Data, any documentation or
         --------------------
         reports of any kind produced by Cellnet utilizing Laclede's
         customer data or readings or any other information provided in any
         form by Laclede or Laclede's customers to, or obtained from Laclede
         Gas Meters by, Cellnet in connection with this Agreement are, and
         shall continue to be, owned solely by Laclede, and Laclede shall
         comply with all reasonable requests by Cellnet for access to all
         such data, documentation, reports and other information to the
         extent required for Cellnet to perform its obligations under this
         Agreement. Cellnet may use extracts or summaries of the Fixed
         Network Data only for its internal purposes and

                                     22

         for the purpose of promoting the sale of its services to others as
         long as such extracts or summaries do not contain any information
         identifiable to Laclede or to any particular customer of Laclede.

                                  ARTICLE 6
                                  TRAINING

6.1      Training Plan. Within twenty (20) Business Days after the date of
         -------------
         this Agreement, Cellnet shall provide to Laclede a written plan
         describing the training that Cellnet shall provide to Laclede
         personnel (the "Training Plan"). Such plan shall be subject to
         Laclede's approval, which shall not be unreasonably withheld or
         delayed. Unless otherwise approved by Laclede, all training shall
         be conducted in St. Louis at facilities owned by Laclede. All
         training shall be conducted at times and places mutually agreeable
         to the Parties. Cellnet will provide sufficient training on MIU
         installation, such that Laclede can train the trainers. The
         Training Plan will also include instruction on accessing Fixed
         Network Data via the Internet. In the event that training is not
         conducted at a Laclede facility, or is conducted outside of the St.
         Louis area, Laclede shall bear the costs and expenses related to
         such training.

                                  ARTICLE 7
                                CHANGE ORDERS

7.1      Changes. The Parties may mutually agree to modify the scope of the
         -------
         AMR Services at any time during the Term (a "Change"). If, however,
         such modifications would require the Party not requesting the
         Change to provide services materially different from the AMR
         Services specified in this Agreement, or materially extend or
         shorten the time needed to complete the AMR Services (a "Material
         Change"), the Parties shall follow the Change Order Procedure set
         forth in Section 7.2 below.

7.2      Change Order Procedure.
         ----------------------

         (a)      To request a Material Change, a Party (the "Requesting
                  Party") shall submit to the other Party (the "Responding
                  Party") a written request describing the change that such
                  Party desires ("Change Order"). The Responding Party shall
                  respond to the Change Order within fifteen (15) Business
                  Days of receipt with a written statement (i) offering to
                  perform the AMR Services in a manner consistent with the
                  Change Order, (ii) offering to perform the Change Order
                  but proposing modifications to it, or (iii) rejecting the
                  Change Order. If the Responding Party responds in
                  accordance with either (i) or (ii) in the preceding
                  sentence, the Responding Party shall include detailed
                  information as to the availability of the Responding
                  Party's personnel and resources to perform the Change
                  Order and the impact, if any, on timing of the completion
                  of the affected AMR Services or the additional or reduced
                  cost of the AMR Services. The Responding Party will use
                  commercially reasonable efforts to minimize any adverse
                  impact on the AMR Services created by the Change Order or
                  any increase in cost or expense that is to be imposed on
                  the Requesting Party. This process will continue until the
                  Parties agree in writing upon the changes to be made, the
                  impact on the timing of the

                                     23

                  completion of the affected AMR Services and any additional
                  costs or expenses associated therewith. If the Requesting
                  Party desires to implement the Change Order, it will
                  notify the Responding Party so in writing and the
                  Responding Party will promptly proceed with the
                  implementation of the applicable changes, as mutually
                  agreed upon by the Parties.

         (b)      For any Change Order, Laclede shall pay Cellnet the
                  additional charges, costs and expense agreed upon by the
                  Parties pursuant to the terms of Section 2.3(a). If the
                  Change Order results in a reduction in the anticipated
                  charges, costs or expenses, Laclede shall receive a credit
                  for such reduction against the fees otherwise owed by
                  Laclede under this Agreement.

                                  ARTICLE 8
                                SUBCONTRACTS

8.1      Subcontracts. Cellnet anticipates entering into certain contracts
         ------------
         for equipment and services, including, without limitation,
         installation of MIUs and installation and maintenance of MCCs.
         Laclede shall have the right to approve the parties with whom
         Cellnet contracts for the installation of MIUs as set forth in
         Section 2.1(d)(i). Laclede has provided to Cellnet general
         guidelines for subcontractors to assist Cellnet to select
         subcontractors that will be acceptable to Laclede. No
         subcontracting or delegation of duties by Cellnet to third parties
         shall relieve Cellnet of any obligations of Cellnet under this
         Agreement.

                                  ARTICLE 9
                               CONFIDENTIALITY

9.1      Confidential Information. "Confidential Information" means any
         ------------------------
         information or data disclosed in writing or orally by a Party (the
         "Disclosing Party") to the other Party (the "Recipient") under or
         in contemplation of this Agreement, whether delivered or obtained
         before or after the date hereof, and which (a) if in tangible form
         or other media that can be converted to readable form, is clearly
         marked as proprietary, confidential, or private on disclosure; or
         (b) if oral or visual, is identified as proprietary, confidential
         or private on disclosure and is summarized in writing so marked and
         delivered within thirty (30) days following such disclosure; or (c)
         the Recipient, considering the method of disclosure or discovery
         and the subject matter being disclosed or discovered, should
         reasonably conclude is considered confidential by the Disclosing
         Party. "Disclosing Party" and "Recipient" include each Party's
         Affiliates that disclose or receive Confidential Information. The
         rights and obligations of the Parties shall therefore also inure to
         such Affiliates and may be directly enforced by or against such
         Affiliates. For purposes of clarification, Laclede Gas Data and
         Fixed Network Data shall be deemed Confidential Information of
         Laclede.

9.2      Use of Confidential Information. The Recipient acknowledges the
         -------------------------------
         economic value of the Disclosing Party's Confidential Information.
         The Recipient shall: (a) use the Confidential Information only as
         required to perform its obligations under this

                                     24

         Agreement; (b) restrict disclosure of the Confidential Information
         to employees and advisors of the Recipient and its Affiliates who
         need to know the information in order for Recipient to perform its
         obligations under this Agreement; (c) not disclose it to any other
         person or entity without the prior written consent of the
         Disclosing Party; (d) advise those employees who access the
         Confidential Information of their obligations with respect thereto;
         and (e) copy the Confidential Information only as necessary for
         those employees who are entitled to receive it, and ensure that all
         confidentiality notices are reproduced in full on such copies.

9.3      Exclusions and Exceptions. The foregoing confidentiality
         -------------------------
         obligations shall not apply to any Confidential Information that
         the Recipient can demonstrate: (a) is or becomes available to the
         public through no breach of this Agreement; (b) was previously
         known by the Recipient without any obligation to hold it in
         confidence; (c) is received from a third party free to disclose
         such information without restriction; (d) is independently
         developed by the Recipient without the use of Confidential
         Information; (e) is approved for release by written authorization
         of the Disclosing Party, but only to the extent of such
         authorization; (f) is required by PSC data request, law,
         regulation, administrative order or subpoena to be disclosed, but
         only to the extent and for the purposes of such required
         disclosure, and only if the Recipient first attempts to notify the
         Disclosing Party of the request, law, regulation, order or
         subpoena; or (g) is disclosed in response to a valid order of a
         court or other governmental body of the United States or any
         political subdivision thereof, but only to the extent of, and for
         the purposes of, such order, and only if the Recipient first
         attempts to notify the Disclosing Party of the order to permit the
         Disclosing Party to seek an appropriate protective order.

9.4      Unmarked Confidential Information. If the Disclosing Party
         ---------------------------------
         inadvertently fails to mark as proprietary, confidential or private
         information for which it desires confidential treatment, it shall
         so inform the Recipient. The Recipient thereupon shall return the
         unmarked information to the Disclosing Party and the Disclosing
         Party shall substitute properly marked information. Nothing in this
         paragraph shall relieve Recipient of its obligations to protect
         Confidential Information that contains no restrictive marking that
         the Recipient, considering the method of disclosure or discovery
         and the subject matter being disclosed or discovered, should
         reasonably conclude is considered confidential by the Disclosing
         Party.

9.5      Ownership of Confidential Information. Confidential Information,
         -------------------------------------
         including permitted copies, shall be deemed the property of the
         Disclosing Party. The Recipient shall, within thirty (30) days of a
         written request by the Disclosing Party, return all Confidential
         Information (or any designated portion thereof), including all
         written copies or electronic data containing the Confidential
         Information, to the Disclosing Party or, if so directed by the
         Disclosing Party, destroy all such Confidential Information. The
         Recipient shall also, within fifteen (15) days of a written request
         by the Disclosing Party, certify in writing that it has satisfied
         its obligations under this Agreement.

9.6      Specific Performance. The Parties agree that an impending or
         --------------------
         existing violation of this Article 9 would cause the Disclosing
         Party irreparable injury for which it would have no adequate remedy
         at law, and agree that the Disclosing Party shall be entitled to
         obtain

                                     25

         immediate injunctive relief prohibiting such violation, in addition
         to any other rights and remedies available to it.

9.7      Survival and Severability. All obligations undertaken respecting
         -------------------------
         Confidential Information shall survive the expiration or earlier
         termination of this Agreement and shall continue for five (5) years
         from the date of the expiration or earlier termination of this
         Agreement.

                                 ARTICLE 10
                       REPRESENTATIONS AND WARRANTIES

10.1     Representations and Warranties of Cellnet. Cellnet hereby
         -----------------------------------------
         represents and warrants the following to Laclede:

         (a)      Duly Authorized. Cellnet is a corporation duly organized
                  ---------------
                  and existing and is in good standing under the laws of
                  Delaware. Cellnet's execution, delivery and performance of
                  this Agreement has been duly authorized by all appropriate
                  action on the part of Cellnet, and this Agreement
                  constitutes the valid and binding obligation of Cellnet
                  and is enforceable against Cellnet in accordance with its
                  terms.

         (b)      No Conflict. Neither the execution and delivery of this
                  -----------
                  Agreement, nor any assignments or licenses made hereunder,
                  will conflict with or violate any other license,
                  instrument, contract, agreement, or other commitment or
                  arrangement to which Cellnet is bound.

         (c)      Consents. No approval, authorization, consent, permission,
                  --------
                  waiver, notice, filing or recording is necessary for
                  Cellnet's execution of this Agreement.

         (d)      Professional Standards. The AMR Services shall be
                  ----------------------
                  performed in a professional manner in accordance with the
                  prevailing standards of the industry.

         (e)      Ownership. Cellnet has or will obtain the ownership of, or
                  ---------
                  a leasehold, license or other interest in all elements of,
                  the Fixed Network so as to perform its obligations
                  hereunder.

         (f)      Non-Encumberance and Non-Infringement. To the best of
                  -------------------------------------
                  Cellnet's knowledge and belief, (i) neither the AMR
                  Services, nor any deliverables provided by Cellnet to
                  Laclede hereunder, have been or will be encumbered, except
                  as provided in the financing arrangements entered into by
                  Cellnet in connection with this Agreement and approved by
                  Laclede, and any subsequent renewals, extensions,
                  restructurings, modifications, or replacements of such
                  financing arrangements, in whole or in part (either as a
                  stand-alone financing in connection with this Agreement or
                  as part of Cellnet's general financing facilities), which
                  shall not require approval by Laclede but shall require
                  notice to Laclede thereof, and (ii) neither the AMR
                  Services, nor any deliverables provided by Cellnet to
                  Laclede hereunder, nor any system, apparatus, equipment,
                  components, method,

                                     26

                  process, information, data or design provided by Cellnet
                  to Laclede hereunder or used by Cellnet in providing the
                  AMR Services hereunder infringe any patents, copyrights,
                  trade secrets, or other proprietary rights of any third
                  party. Cellnet makes no representation or warranty with
                  respect to infringement claims arising from any system,
                  apparatus, equipment, component, method, process,
                  information, data or design provided by Laclede hereunder.

         (g)      Compliance with Laws. Cellnet shall comply with all
                  --------------------
                  applicable federal, state and local laws, regulations,
                  ordinances, and governmental restrictions in performing
                  the AMR Services under this Agreement.

         (h)      Services and Supplies. Cellnet warrants that the supplies
                  ---------------------
                  and services furnished under this Agreement will be free
                  from defects in material and workmanship and will conform,
                  in all material respects, to all requirements of this
                  Agreement.

         (i)      Required FCC and Regulatory Licenses. Cellnet shall obtain
                  ------------------------------------
                  and maintain during the Term, at Cellnet's expense, any
                  licenses and/or permits needed from the FCC, state or
                  local regulatory agencies, or any licenses from other
                  entities required to operate the Fixed Network in
                  Laclede's service area.

         (j)      Fixed Network Security. Cellnet shall keep in place
                  ----------------------
                  network security that will monitor and protect against
                  unauthorized access to Laclede Gas Data while such data
                  are on or within the Fixed Network. The Laclede Gas Data
                  will be stored in a separate partitioned area of the Meter
                  Database.

10.2     Representations and Warranties of Laclede. Laclede hereby
         -----------------------------------------
         represents and warrants to Cellnet:

         (a)      Duly Authorized. Laclede is a corporation duly
                  ---------------
                  incorporated and existing in good standing under the laws
                  of Missouri. Laclede's execution, delivery and performance
                  of this Agreement has been duly authorized by all
                  appropriate corporate action on the part of Laclede, and
                  this Agreement constitutes the valid and binding
                  obligation of Laclede and is enforceable against Laclede
                  in accordance with its terms.

         (b)      No Conflict. Neither the execution and delivery of this
                  -----------
                  Agreement nor any assignments or licenses made hereunder
                  will conflict with or violate any other license,
                  instrument, contract, agreement, or other commitment or
                  arrangement to which Laclede is bound.

         (c)      Ownership. Laclede has and will continue to have: (i) good
                  ---------
                  and clear title or (ii) valid and enforceable rights or
                  licenses to the Laclede Gas Meters and the Laclede gas
                  systems. Laclede will not subject any MIUs installed on
                  Laclede Gas Meters to any encumbrances, liens, mortgages,
                  securities or other defects in title.

                                     27

         (d)      Consents. Except as specifically provided otherwise
                  --------
                  herein, no approval, authorization, consent, permission,
                  waiver, notice, filing or recording is necessary for
                  Laclede's execution of this Agreement.

         (e)      Non-Infringement. To the best of Laclede's knowledge and
                  ----------------
                  belief, neither Laclede's gas system nor any information,
                  data, data processes or designs supplied by Laclede that
                  will be integrated with the AMR Services infringes any
                  patents, copyrights, trade secrets or other proprietary
                  rights of any third party to the extent that said
                  infringement is based solely on said Laclede's gas system,
                  information, data, processes or designs, and Laclede has
                  no reason to believe that any such infringement or claims
                  thereof could be made by third parties. Laclede makes no
                  representation or warranty with respect to infringement
                  claims arising from AMR Services, or any system,
                  apparatus, equipment, component, method, process,
                  information, data or design provided by Cellnet hereunder.

         (f)      Compliance with Laws. Laclede shall comply with all
                  --------------------
                  applicable federal, state and local laws, regulations,
                  ordinances, and governmental restrictions in performing
                  its obligations under this Agreement.

10.3     DISCLAIMER OF WARRANTY. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS
         ----------------------
         AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR
         IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
         FOR A PARTICULAR PURPOSE.

                                 ARTICLE 11
                          TERMINATION AND REMEDIES

11.1     Termination.
         -----------

         (a)      Termination by Either Party for Breach. Either Party may
                  --------------------------------------
                  terminate this Agreement in the event of a material breach
                  of this Agreement by the other Party, provided that the
                  breaching Party has not cured such material breach within
                  forty-five (45) Business Days after the date that the
                  Party seeking termination provides written notice of such
                  material breach to the breaching Party. Such notice shall
                  set forth the full details of the breach and state that
                  the failure to cure such breach may result in termination.
                  Either Party may terminate this Agreement if there exists
                  a series of non-material or persistent breaches by the
                  other Party, that, in the aggregate, have a material and
                  significant adverse impact on the non-breaching Party;
                  provided that the non-breaching Party provides the
                  breaching Party with prior written notice of its belief
                  that such series of non-material breaches have had, are
                  having, or are reasonably likely to have a material and
                  significant adverse impact on the non-breaching Party and
                  further provided that the non-breaching Party provides the
                  breaching Party with forty-five (45) Business Days, during
                  which such non-material breaches must be cured.

                                     28

<PAGE>
The information below marked by * and [] has been omitted pursuant to a request
for confidential treatment. The omitted portion has been separately filed
with the Commission.


         (b)      Termination by Cellnet for Nonpayment. Cellnet may
                  -------------------------------------
                  terminate this Agreement in the event that Laclede, during
                  two (2) consecutive months or three (3) or more times
                  during any Contract Year, fails to pay any invoice for the
                  Fees when due, provided that Laclede has not cured any
                  such payment default within twenty (20) Business Days
                  after the date that Cellnet provides written notice to
                  Laclede of such payment default.

         (c)      Termination for MIU System Failure. It shall be deemed to
                  ----------------------------------
                  be a material breach of this Agreement by Cellnet, for
                  purposes of Section 11.1(a), if more than [***]
                  percent ([*]%) of either the first [*****] or
                  [******] MIUs installed on Activated Meters fail to
                  provide daily automated meter reads on an average basis
                  over the total number of calendar days of the first full
                  calendar month following the installation of such
                  [*****] or [******] MIUs, respectively, and such
                  failure is not cured during the following forty five (45)
                  Business Days. In the event of such a material breach by
                  Cellnet, Laclede may avail itself of the remedies
                  contained in this Article 11.

         (d)      Termination for Insolvency. Either Party may terminate
                  --------------------------
                  this Agreement on written notice to the other if the other
                  Party becomes an Insolvent Entity. In the event of the
                  bankruptcy of Cellnet pursuant to the Bankruptcy Code and
                  an attendant rejection of this Agreement or any license or
                  assignment granted hereunder pursuant to Section 365
                  thereof, the Parties intend that the provisions of the
                  Bankruptcy Code shall apply.

         (e)      Suspension of Performance. In addition to the foregoing,
                  -------------------------
                  after expiration of the applicable cure period described
                  in Section 11.1(a) or 11.1(b) above, a non-defaulting
                  Party may, without terminating this Agreement, suspend
                  performance of its obligations under this Agreement for
                  such period of time as the non-defaulting Party deems
                  appropriate in its sole discretion to give the defaulting
                  Party an additional opportunity to cure. The
                  non-defaulting Party may terminate this Agreement at any
                  time during such suspension by providing thirty (30)
                  Business Days written notice to the other Party.

11.2     Impaired Performance. If either Party fails to materially perform
         --------------------
         or observe any of its obligations set forth in this Agreement and
         fails to take corrective action within forty-five (45) Business
         Days after written notice by the other, the non-breaching Party
         may, as an alternative to its right to terminate this Agreement,
         accept such Party's impaired performance and recover its actual
         damages.

11.3     Effect of Termination.
         ---------------------

         (a)      Removal of MIUs. Unless otherwise agreed by the Parties,
                  ---------------
                  if this Agreement is terminated as a result of breach,
                  then in the event of a Laclede breach, Laclede shall be
                  responsible for the cost of removal of the MIUs installed
                  on Laclede property. In the event of a Cellnet breach,
                  Cellnet shall be responsible for the commercially
                  reasonable cost of removal of the MIUs; provided that if
                  the removal occurs in connection with deployment of any
                  replacement system, then

                                     29

                  Cellnet shall be responsible only for the commercially
                  reasonable incremental cost of removing the MIUs; and
                  further provided that if Laclede is not deploying a
                  replacement system and the removal is at the discretion of
                  Laclede and not required by any regulatory or governmental
                  authority, applicable law or the superior rights of a
                  third party, then Laclede shall be responsible for the
                  commercially reasonable cost of removal of the MIUs. If
                  this Agreement is terminated as a result of the default of
                  Laclede, then any removal of the MIUs shall have no impact
                  on Laclede's obligation to pay any Asset Fees (as
                  specified in Exhibit 8 hereto) related to such
                               ---------
                  MIUs unless and to the extent that any such MIUs are
                  returned to Cellnet by Laclede and redeployed by Cellnet.
                  If this Agreement is terminated as a result of the default
                  of Cellnet and Laclede does not continue to utilize the
                  Fixed Network, then Laclede's obligation to pay any Asset
                  Fees related to the MIUs shall cease; provided, that if
                  Laclede continues to utilize the Fixed Network, Laclede's
                  obligation to pay the Asset Fee shall continue only for
                  those MIUs that continue to function properly and deliver
                  automated meter reads to Laclede. In all events, Laclede's
                  obligation to pay any Asset Fee shall cease on the
                  fifteenth (15th) anniversary of the Effective Date. Upon
                  expiration of the Term or earlier termination of this
                  Agreement for breach by Laclede, Cellnet may, but shall
                  not be obligated to, remove the MIUs installed on Laclede
                  Gas Meters, at Cellnet's sole cost and expense.
                  Notwithstanding the foregoing, if Cellnet desires to
                  remove the MIUs installed on the Laclede Gas Meters upon
                  the termination of this Agreement, Cellnet shall notify
                  Laclede in writing within thirty (30) days after such
                  termination, and Cellnet and Laclede shall devise a
                  schedule and methodology for such removal that is
                  reasonably acceptable to both Parties.

         (b)      Return of Confidential Information, Trade Secrets and
                  -----------------------------------------------------
                  Cellnet Property. Upon the termination of this Agreement
                  ----------------
                  by either Party for any reason, each Party shall return to
                  the other any Confidential Information of the other Party
                  in its possession or, with the consent of the Disclosing
                  Party, shall destroy the same and certify such destruction
                  to the Disclosing Party. Additionally, upon the
                  termination of this Agreement, Laclede shall return to
                  Cellnet the handheld units provided during the Initial
                  Fixed Network Deployment Phase.

         (c)      Survival of Rights and Licenses. Upon termination of this
                  -------------------------------
                  Agreement by either Party, all rights and licenses granted
                  hereunder, except for those necessary to perform
                  Transition Services as specified in Section 11.3(d) below
                  or as specified elsewhere in this Agreement, shall
                  terminate.

         (d)      Transition Services.
                  -------------------

                  (i)      Transition Services. Upon expiration or earlier
                           -------------------
                           termination of this Agreement (except due to the
                           termination by Cellnet pursuant to Section
                           11.1(a) or (b)), the Parties agree they will
                           cooperate to assist in the orderly transfer of
                           performance of the AMR Services to a new service
                           provider selected by Laclede (the "Transition
                           Services"). Without limiting the generality of
                           the foregoing, Cellnet shall provide Laclede and
                           its

                                     30

<PAGE>
The information below marked by * and [] has been omitted pursuant to a request
for confidential treatment. The omitted portion has been separately filed
with the Commission.

                           respective agents, contractors and consultants,
                           as necessary, with the AMR Services contracted
                           for hereunder, for a maximum of eighteen (18)
                           months after such termination or expiration (the
                           "Transition Period"). Such Transition Services
                           shall be provided pursuant to the terms and
                           conditions of this Agreement; provided that to
                           the extent such Transition Services are provided
                           after the expiration of the Term, then Laclede
                           and Cellnet shall work together in good faith to
                           amend the performance standards for the AMR
                           Services and such other operational matters as
                           may be relevant to the winding down of operations
                           pursuant to the Transition Services, as
                           appropriate.

                  (ii)     Payment During Transition. Laclede and Cellnet
                           -------------------------
                           shall negotiate in good faith to reach agreement
                           on the fees for the AMR Services during the
                           provision of Transition Services; provided that
                           if the parties are not able to reach agreement,
                           then Laclede shall pay Cellnet (A) the
                           then-effective per-read fee for the AMR services
                           as set forth in Section 2.3(a) for AMR Services
                           rendered before the fifteenth (15) anniversary of
                           the Effective Date, and/or (B) $[****] per
                           read for the AMR Services as set forth in Section
                           2.3(a) for AMR Services rendered on or after the
                           fifteenth anniversary of the Effective Date. If
                           the Agreement was terminated for any reason other
                           than Cellnet's default, Laclede shall pay Cellnet
                           for the Transition Services in accordance with
                           Cellnet's then current rates for professional
                           services.

                (iii)      Assets for Transition Services. In the event of
                           ------------------------------
                           early termination of this Agreement for any
                           reason other than breach by Laclede, then Laclede
                           shall be entitled to contract with a new service
                           provider for the provision of the AMR Services
                           during the Transition Period and, in connection
                           therewith, to the use of the MIUs and the
                           non-exclusive use of the MCCs, NOC, Programming
                           Software or other components of the Fixed Network
                           owned, leased, or licensed by Cellnet and used by
                           Cellnet in providing the AMR Services, subject to
                           Cellnet's prior written consent, which consent
                           shall not be unreasonably withheld or delayed.

         (e)      Laclede Termination Damages. In the event Laclede
                  ---------------------------
                  terminates this Agreement after a breach by Cellnet,
                  Cellnet shall pay Laclede its actual damages.

         (f)      Cellnet Termination Damages. In the event Cellnet
                  ---------------------------
                  terminates this Agreement after a breach by Laclede,
                  Laclede shall pay to Cellnet its actual damages.


                                     31

                                 ARTICLE 12
                 INDEMNIFICATION AND LIMITATION OF LIABILITY

12.1     Indemnification.
         ---------------

         (a)      Indemnity by Cellnet.
                  --------------------

                  (i)      Intellectual Property Indemnification. Cellnet,
                           -------------------------------------
                           at its own expense, shall indemnify, defend and
                           hold harmless, Laclede and its Affiliates,
                           directors, officers, employees, agents,
                           successors and assigns and defend any action
                           brought against same with respect to any claim,
                           demand, cause of action, debt, liability, damage,
                           cost, loss or expense, including, without
                           limitation, reasonable attorney's fees and
                           expenses, arising out of any claim that any
                           services, system, apparatus, equipment,
                           component, method, process, information, data
                           (other than Laclede Gas Data or Fixed Network
                           Data) or design furnished by Cellnet and/or its
                           subcontractors (collectively, "Cellnet
                           Materials"), in connection with the provision of
                           AMR Services hereunder by Cellnet, infringes or
                           violates any patent, copyright, trade secret,
                           license or other proprietary right of any third
                           party.

                           At any time after Cellnet becomes aware of any
                           such claim, Cellnet may, at its option and
                           expense, (1) procure the right to furnish to
                           Laclede the Cellnet Materials as provided in this
                           Agreement, (2) modify the infringing Cellnet
                           Materials without impairing in any material
                           respect the functionality or performance of the
                           AMR Services or any other services provided
                           hereunder so that they are non-infringing, or (3)
                           replace the Cellnet Materials with an equally
                           suitable, non-infringing replacement that does
                           not impair in any material respect the
                           functionality or performance of the AMR Services
                           or any other services provided hereunder. If
                           Cellnet is not able to accomplish (1), (2) or (3)
                           above within a reasonable period of time, Cellnet
                           shall have the option to terminate this Agreement
                           upon written notice to Laclede and Cellnet shall
                           be deemed to be in breach under this Agreement,
                           and Laclede shall have the right to avail itself
                           of any remedies available to it under this
                           Agreement or otherwise.

                  (ii)     Personal Injury and Property Damage
                           -----------------------------------
                           Indemnification. Cellnet agrees to take, and
                           ---------------
                           cause its employees, subcontractors, and agents
                           to take, all commercially reasonable precautions
                           to prevent injury to any persons (including,
                           without limitation, employees, agents and
                           customers of Laclede) or damage to property
                           (including, without limitation, Laclede's
                           property) and shall indemnify, hold harmless and
                           defend Laclede and its Affiliates, directors,
                           officers, employees, agents, successors and
                           assigns from and against any and all suits,
                           actions, damages, claims, fines, penalties,
                           administrative or regulatory actions, costs,
                           losses, expenses (including, without limitation,
                           settlement awards and reasonable attorney's
                           fees), and the liabilities, costs and/or expenses
                           arising from or in connection with any claim of
                           injuries to person or damage to property

                                     32

                           arising out of any act, omission, or negligence
                           on the part of Cellnet or its agents,
                           subcontractors or employees in the performance or
                           failure to perform any obligation under this
                           Agreement.

                  (iii)    Cellnet, at its own expense, shall indemnify,
                           defend and hold Laclede harmless from and against
                           any assessment, penalty or fee charged to or
                           assessed against Laclede by the PSC or a court of
                           competent jurisdiction to the extent that such
                           assessment penalty or fee is a result of
                           Cellnet's failure to provide AMR Services in
                           accordance with the terms and conditions of this
                           Agreement, and Laclede may setoff any such amount
                           against amounts owed by Laclede to Cellnet under
                           this Agreement.

         (b)      Indemnity by Laclede. Personal Injury and Property Damage
                  --------------------
                  Indemnification. Laclede agrees to take, and cause its
                  employees and agents to take, all commercially reasonable
                  precautions to prevent injury to any persons (including,
                  without limitation, employees and agents of Cellnet) or
                  damage to property (including, without limitation,
                  Cellnet's property) and shall indemnify, hold harmless and
                  defend Cellnet and its Affiliates, directors, officers,
                  employees, agents, successors and assigns from and against
                  any and all suits, actions, damages, claims, fines,
                  penalties, administrative or regulatory actions, costs,
                  losses, expenses (including, without limitation,
                  settlement awards and reasonable attorney's fees), and the
                  liabilities, costs and/or expenses arising from or in
                  connection with any claim of injuries to person or damage
                  to property resulting from or arising out of any act,
                  omission, or negligence on the part of Laclede or its
                  agents or employees in the performance or failure to
                  perform any obligation under this Agreement.

         (c)      Procedures. In connection with any claim for
                  ----------
                  indemnification, the Party seeking indemnification
                  ("indemnitee") shall give prompt notice to the Party
                  providing indemnification under this Section 12.1
                  ("indemnitor") of the assertion of any claim, or the
                  commencement of any suit, action or proceeding in respect of
                  which indemnity may be sought under this Article 12; provided
                  that the failure to give such notice shall not affect the
                  rights of such indemnitee except and only to the extent the
                  indemnitor is prejudiced by such failure. In the event
                  that any third party claim covered by this Article 12 is
                  asserted, and the indemnitee notifies the indemnitor in
                  accordance with this Section 12.1(c), the indemnitor will
                  be entitled to participate therein and assume control of
                  the defense thereof by notice to the indemnitee. The
                  indemnitee may participate in the defense of such third
                  party claim at its own expense. The indemnitee shall
                  cooperate with the indemnitor in such defense. The
                  indemnitor shall not be liable for any settlement of any
                  claim, action or proceeding which is effected without the
                  prior consent of the indemnitor, which consent shall not
                  be unreasonably withheld. The indemnitor shall not settle
                  any claim, action, or proceeding covered by this Article
                  12 in a manner which adversely affects the business
                  operations of the indemnitee without the prior consent of
                  the indemnitee, which consent shall not be unreasonably
                  withheld.

                                     33

<PAGE>
The information below marked by * and [] has been omitted pursuant to a request
for confidential treatment. The omitted portion has been separately filed
with the Commission.



                                 ARTICLE 13
                                  LIABILITY

13.1     Liability. EXCEPT FOR LIABILITY ARISING UNDER ARTICLE 9 OR ARTICLE
         ---------
         12, IN NO EVENT WILL EITHER PARTY'S LIABILITY TO THE OTHER PARTY
         EXCEED [************************************] DOLLARS ($[**********])
         ["LIABILITY CAP"]. ON THE FIRST DAY OF EACH CONTRACT YEAR (EXCLUDING
         THE FIRST CONTRACT YEAR) DURING THE TERM, THE LIABILITY CAP SHALL
         AUTOMATICALLY INCREASE BY A PERCENTAGE THAT IS EQUAL TO THE PERCENTAGE
         INCREASE, IF ANY, IN THE CONSUMER PRICE INDEX (AS HEREINAFTER DEFINED)
         FROM THAT LAST PUBLISHED ON THE FIRST DAY OF THE IMMEDIATELY PRECEDING
         CONTRACT YEAR TO THAT LAST PUBLISHED ON THE FIRST DAY OF THE THEN-
         CURRENT CONTRACT YEAR. THE CONSUMER PRICE INDEX MEANS THE CONSUMER
         PRICE INDEX FOR ALL URBAN CONSUMERS-ST. LOUIS, MO-IL-ALL ITEMS
         (1982-84=100), PUBLISHED BY THE BUREAU OF LABOR STATISTICS OF THE
         UNITED STATES DEPARTMENT OF LABOR, OR IN THE EVENT OF
         DISCONTINUANCE OF THAT INDEX OR SUBSTANTIAL CHANGE IN THE FORMULA
         BY WHICH THAT INDEX IS DETERMINED, THEN THE PUBLISHED INDEX MOST
         CLOSELY APPROXIMATING THAT INDEX AS THAT INDEX IS DETERMINED AS OF
         THE DATE OF THIS AGREEMENT. IN NO EVENT SHALL THE AMOUNT OF THE
         LIABILITY CAP FOR ANY CONTRACT YEAR BE LESS THAN THE AMOUNT OF THE
         LIABILITY CAP FOR THE PREVIOUS CONTRACT YEAR.

13.2     Damages. EXCEPT FOR LIABILITY ARISING UNDER ARTICLE 9, THE PARTIES
         -------
         AGREE THAT IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
         INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR
         PUNITIVE DAMAGES (INCLUDING LOST PROFITS), DIRECTLY OR INDIRECTLY,
         RELATING TO OR ARISING OUT OF THIS AGREEMENT REGARDLESS OF THE FORM
         OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
         LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE
         FORESEEN OR UNFORESEEN.


                                 ARTICLE 14
                                  FINANCING

                        ARTICLE INTENTIONALLY OMITTED
                        =============================


                                 ARTICLE 15
                           INDEPENDENT CONTRACTOR

15.1     Independent Contractor. Each Party to this Agreement is an
         ----------------------
         independent contractor; nothing in this Agreement shall be
         construed to create a partnership, joint venture or agency
         relationship between the Parties. Nothing in this Agreement shall
         be interpreted

                                     34

         or construed as creating or establishing the relationship of
         employer and employee between Laclede and either Cellnet or any
         employee, agent, subcontractor or consultant of Cellnet nor between
         Cellnet and either Laclede or any employee, agent, subcontractor or
         consultant of Laclede. Each Party will be solely responsible for
         payment of all compensation owed to its employees, as well as
         federal and state income tax withholding, Social Security taxes,
         and unemployment insurance applicable to such personnel as
         employees of the applicable Party.


                                 ARTICLE 16
                                 ASSIGNMENT

16.1     Assignment. This Agreement will be binding on the Parties and their
         ----------
         respective successors and permitted assigns. Except as provided in
         this Section 16.1, neither Party may, or will have the power to,
         assign this Agreement without the prior written consent of the
         other, which consent shall not be unreasonably withheld or delayed,
         except that either Party may assign its rights and obligations
         under this Agreement to an Affiliate that expressly assumes such
         Party's obligations and responsibilities hereunder, without the
         approval of the other Party. Anything herein to the contrary
         notwithstanding, Cellnet may assign this Agreement and its rights
         hereunder as collateral security to lenders to Cellnet or their
         successors and assigns. The assigning Party shall remain fully
         liable for, and shall not be relieved from the full performance of,
         all obligations under this Agreement. Any attempted assignment that
         does not comply with the terms of this Section 16.1 shall be null
         and void. If a Party assigns its rights or obligations to an
         Affiliate in accordance with this Agreement, such Party shall
         promptly provide written notice thereof to the other Party.

                                 ARTICLE 17
                                AUDIT RIGHTS

17.1     Books and Records. Each Party shall have the right to inspect and
         -----------------
         audit or have audited the books and records of the other Party
         relating to the amounts invoiced hereunder and the monies owed
         hereunder for the purpose of verifying the amounts due and payable
         hereunder, upon at least ten (10) Business Days notice to the
         audited Party. Such audit may cover up to, but no more than, the
         two (2) calendar years immediately preceding the date of the audit.
         The cost of such audit shall normally be at the requesting Party's
         expense; provided, however, that the audited Party will bear the
         cost of the audit if the audit reveals, in the case of Laclede, any
         overpayment, and in the case of Cellnet, any underpayment, greater
         than two percent (2%) of the amount that was actually due for any
         twelve-month period. Such audit shall be conducted with a minimum
         of disruption to the audited Party's daily operations and during
         normal business hours. The requesting Party shall not audit the
         audited Party more than once during any twelve-month period during
         the Term.

17.2     Subcontracting, Training and Safety. Laclede shall have the right
         -----------------------------------
         to audit Cellnet's compliance with the obligations set forth in
         Section 2.1(d) of this Agreement for the purpose of verifying that
         Cellnet is fully complying with all of its obligations with regard

                                     35

         to subcontracting, training and safety. Cellnet shall cooperate
         with Laclede during the course of such an audit and make all
         applicable documentation and materials available to Laclede within
         ten (10) Business Days of Laclede's request. Cellnet shall allow
         Laclede to perform field audits to the extent Laclede deems
         reasonably necessary to confirm Cellnet's compliance with Section
         2.1(d). Provided Laclede has not found Cellnet to be out of
         compliance with the obligations of Section 2.1(d) during the
         immediately preceding twenty-four (24) months, Laclede shall not
         audit Cellnet's compliance regarding subcontracting, training or
         safety more than once during any twelve-month period during the
         Term.


                                 ARTICLE 18
                                  INSURANCE

18.1     Insurance. Prior to the commencement of any work under this
         ---------
         Agreement, Cellnet will obtain, and maintain during the entire
         Term, insurance in the following minimum amounts and types:

         (a)      Commercial or Comprehensive General Liability Insurance
                  for bodily injury and property damage of not less than
                  Five Million Dollars ($5,000,000) for each occurrence and
                  Fifteen Million Dollars ($15,000,000) in the aggregate.

         (b)      Workers' Compensation Insurance that in all respects
                  complies with all applicable federal and state laws and
                  regulations. Cellnet covenants and agrees with Laclede
                  that Cellnet will carry workers' compensation insurance in
                  such amount and in such form, and containing such
                  provisions, as shall protect both Laclede and Cellnet from
                  all claims, demands, suits, actions, causes of action and
                  judgments of any actual or alleged agents or employees of
                  Cellnet resulting from or arising out of any work
                  performed under or by virtue of this Agreement.

         (c)      Employer Liability Insurance with limits of not less than
                  Five Million Dollars ($5,000,000) per occurrence.

         (d)      Business automobile liability insurance that applies to
                  all owned, non-owned, hired and leased vehicles used by
                  Cellnet and/or its employees, subcontractors or agents in
                  connection with this Agreement. Business automobile
                  liability insurance shall be provided with a minimum of
                  Three Million Dollars ($3,000,000) combined single limit
                  per occurrence.

         (e)      The policy limits set forth above may be met through an
                  umbrella liability insurance policy.

18.2     Intentionally Omitted.
         ---------------------

18.3     Subcontractors' Insurance. Cellnet shall cause each of its
         -------------------------
         subcontractors to obtain, and maintain at all times while
         performing work under this Agreement, insurance in the following
         minimum amounts and types:

                                     36

         (a)      Commercial or Comprehensive General Liability Insurance
                  for bodily injury and property damage of not less than
                  Five Million Dollars ($5,000,000) for each occurrence and
                  Fifteen Million Dollars ($15,000,000) in the aggregate.

         (b)      Workers' Compensation Insurance that in all respects
                  complies with all applicable federal and state laws and
                  regulations in such amount and in such form, and
                  containing such provisions, as shall protect Laclede,
                  Cellnet and Cellnet's subcontractor from all claims,
                  demands, suits, actions, causes of action and judgments of
                  any actual or alleged agents or employees of Cellnet's
                  subcontractor resulting from or arising out of any work
                  performed under or by virtue of this Agreement.

         (c)      Employer Liability Insurance with limits of not less than
                  Five Million Dollars ($5,000,000) per occurrence.

         (d)      Business automobile liability insurance that applies to
                  all owned, non-owned, hired and leased vehicles used by
                  Cellnet's subcontractor and/or its employees,
                  subcontractors or agents in connection with this
                  Agreement. Business automobile liability insurance shall
                  be provided with a minimum of Three Million Dollars
                  ($3,000,000) combined single limit per occurrence.

         (e)      The policy limits set forth above may be met through an
                  umbrella liability insurance policy.

18.4     Policy Provisions. All of the aforesaid insurance shall include
         -----------------
         Laclede as an additional insured (excluding the coverage described
         in Section 18.2), be endorsed to be primary and without right of
         contribution from any insurance that Laclede may have in effect and
         be written by one or more insurance companies that is or are (i)
         licensed and authorized to do business in the State of Missouri,
         and (ii) rated A - VIII or higher by A.M. Best Company. All
         policies shall contain a provision that the insurance company will
         provide Laclede with written notice of any cancellation of, or
         modification to, the policy. The consent of Laclede to the amount
         of insurance specified shall not be considered as a limitation of
         Cellnet's liability under this Agreement nor an agreement by
         Laclede to assume liability in excess of said amount or for risks
         not insured against. Cellnet shall provide proof of the
         above-described insurance to Laclede annually on or before the
         first day of each Contract Year.

18.5     Periodic Review of Policy Limits. On or about the fifth (5th) and
         --------------------------------
         tenth (10th) anniversaries of the Effective Date, Cellnet and
         Laclede shall review and discuss the continuing adequacy of the
         limits of the various insurance policies required by this Article
         18. In connection with this review, the parties shall consider,
         among other things, whether the policy limits are adequate in light
         of actual loss experience and/or whether the limits are equal to,
         or greater than, limits that are ordinary and customary in the
         automated meter reading industry. To the extent the limits are
         determined to be inadequate based on either of these factors, or
         any other factors deemed relevant in the reasonable judgment of the
         parties, Cellnet shall increase such policy limits accordingly;
         provided that Cellnet shall be required to obtain such increased
         coverage only to the

                                     37

         extent it is available on commercially reasonable terms. In no
         event shall the limits of the policies be reduced.


                                 ARTICLE 19
                             DISPUTE RESOLUTION

19.1     Dispute Procedure.
         -----------------

         (a)      Any dispute between the Parties either with respect to the
                  interpretation of any provision of this Agreement or with
                  respect to the performance by Cellnet or by Laclede
                  hereunder shall be resolved as specified in this Section
                  19.1.

         (b)      Upon the written request of either Party to the other
                  Party ("Written Request"), a dispute shall be discussed by
                  the Parties. The Parties shall meet as often as necessary
                  to gather and furnish to each Party all information with
                  respect to the matter at issue that is appropriate and
                  germane in connection with its resolution. The Parties
                  shall discuss the problem and negotiate in good faith in
                  an effort to resolve the dispute without the necessity of
                  any formal proceeding relating thereto.

         (c)      If the dispute is not resolved within thirty (30) days
                  after the date of the Written Request, then the dispute
                  shall be escalated to a Vice President of Laclede and the
                  Chief Operating Officer of Cellnet for their review within
                  forty-five (45) days after the date of the Written
                  Request.

         (d)      If the dispute is not resolved as described in (c) above
                  within sixty (60) days after the date of the Written
                  Request, the dispute will be referred to mandatory
                  mediation with the American Arbitration Association
                  ("AAA") or other organization mutually agreeable to the
                  Parties, at a mutually agreed location in St. Louis,
                  Missouri. The Parties will agree upon the selection of a
                  particular mediator as soon as reasonably practical, but
                  failing such agreement within thirty (30) days after the
                  issue is referred for mediation, the mediator will be
                  selected by AAA. Any mediator so selected shall have
                  substantial experience in the area of information
                  technology infrastructure outsourcing and the energy
                  industry.

         (e)      With the exception of applications to courts of competent
                  jurisdiction for injunctive relief or any dispute relating
                  to intellectual property rights, the Parties stipulate
                  that the submission of disputes to mediation as provided
                  in this Section 19.1, and mediation pursuant thereto,
                  shall be a condition precedent to any suit, action or
                  proceeding instituted in any court or before any
                  administrative tribunal with respect to such dispute. The
                  mediation provisions hereof shall, with respect to any
                  dispute arising out of this Agreement, survive the
                  termination or expiration of this Agreement.

         (f)      The Parties shall use reasonable effort to set the date of
                  the mediation within sixty (60) days after selection of
                  the mediator but in no event shall the mediation be set

                                     38


                  more than ninety (90) days after selection of the
                  mediator. Each Party shall bear its own mediation costs
                  and expenses and all other costs and expenses of the
                  mediation shall be divided equally between the Parties.

         (g)      Notwithstanding any other provision of this Section 19.1,
                  either Party may resort to court action for injunctive
                  relief at any time if the dispute relates to intellectual
                  property rights or the dispute resolution processes set
                  forth in this Section 19.1 would permit or cause
                  irreparable injury to such Party or any third party
                  claiming against such Party, due to delay arising out of
                  the dispute resolution process.

19.2     Continued Performance. So long as Laclede continues to pay Cellnet
         ---------------------
         the Fees for the AMR Services in accordance with the terms of this
         Agreement, the Parties agree to continue performing their
         respective obligations under this Agreement while the dispute is
         being resolved, unless and until such obligations are terminated or
         expire in accordance with the provisions of this Agreement.


                                 ARTICLE 20
                             GENERAL PROVISIONS

20.1     Cooperation by Cellnet and Laclede. Both Cellnet and Laclede shall
         ----------------------------------
         cooperate with each other to facilitate performance of the AMR
         Services and Laclede's operations affected by Cellnet and shall
         each timely provide information to the other as required for each
         to perform its responsibilities regarding the AMR Services.

20.2     Meetings and Presentations. Cellnet shall, at Laclede's request, at
         --------------------------
         no additional charge: (a) accompany Laclede to any meetings with
         the PSC and/or Office of Public Counsel (OPC), or other regulatory
         agencies to explain the technology that is the subject of this
         Agreement and provide any written information that may be requested
         by these agencies in connection with these meetings or otherwise;
         and (b) demonstrate the technology that is the subject of this
         Agreement to the PSC and/or OPC or other regulatory agency;
         provided, however, that after the Deployment Deadline, Cellnet
         shall not, without its consent, be required to spend more than
         twenty (20) hours per annum performing these services.

20.3     No Solicitation of Employees. During the Term and for 12 months
         ----------------------------
         after the expiration or earlier termination of this Agreement,
         neither Party to this Agreement shall solicit or otherwise seek to
         hire, whether as an employee or consultant, any persons employed by
         the other Party. Notwithstanding the foregoing, either Party shall
         have the right to hire as an employee or consultant any such person
         who approaches such Party for employment or who responds to a
         general advertisement soliciting employees.

20.4     Governing Law. This Agreement and any and all claims and disputes
         -------------
         arising out of or in connection with or related to the
         relationships and arrangements between Laclede and Cellnet
         described in this Agreement shall be governed by and construed in
         accordance with the laws of the State of Missouri, without regard
         to its conflict of law principles. The prevailing Party in any suit
         brought to enforce or interpret this Agreement shall be

                                     39

         entitled to recover its reasonable attorney's fees and related
         disbursements in addition to any other relief awarded.

20.5     Publicity. Within four (4) days after the Effective Date, the
         ---------
         Parties shall prepare and release a mutually acceptable press
         release announcing this Agreement and/or the Parties' contemplated
         business relationship. As an obligation of this Agreement, each
         Party agrees that it will not, without the prior written consent of
         the other in each instance: (i) use the name, trade name,
         trademark, trade device, service mark, logo, symbol or any
         abbreviation, contraction or simulation thereof, owned by the other
         Party (the "Marks") in any advertising, marketing, promotional
         materials, publicity, press release, references, internet posting
         or otherwise, or (ii) represent, directly or indirectly, that any
         product or service offered by any Party has been approved or
         endorsed by the other. These obligations will survive the
         expiration or other termination of this Agreement.

20.6     Entire Agreement. This Agreement and the Exhibits referenced herein
         ----------------
         constitute the entire agreement of the Parties with regard to the
         services and matters addressed therein, and all prior agreements,
         letters, proposals, discussions and other documents regarding the
         services and the matters addressed in the Agreement are superseded
         and merged into this Agreement. Amendments and modifications to
         this Agreement may not be made orally, but shall only be made by a
         written document signed by an authorized representative of each
         Party. Any terms and conditions varying from this Agreement on
         any order or written notification from either Party shall not be
         effective or binding on the other Party.

20.7     Force Majeure. Neither Party shall be liable for any default or
         -------------
         delay in the performance of its obligations hereunder if and to the
         extent and while such default or delay is caused, directly or
         indirectly, by a Force Majeure Event. If a Force Majeure Event
         occurs, the non-performing Party will be excused from any further
         performance or observance of the obligation(s) so affected for as
         long as such circumstances prevail and such Party continues to use
         commercially reasonable efforts to recommence performance or
         observance whenever and to whatever extent possible without delay.
         Any Party so delayed in its performance will immediately notify the
         other by telephone and describe at a reasonable level of detail the
         circumstances causing such delay (to be confirmed in writing within
         twenty-four (24) hours after the inception of such delay). If any
         delay on the part of either Party resulting from a Force Majeure
         Event exceeds sixty (60) days, the other Party shall have the right
         to terminate this Agreement on notice to the delayed Party.

20.8     Waiver. No waiver of any breach of any provision of this Agreement
         ------
         shall constitute a waiver of any prior, concurrent or subsequent
         breach of the same or any other provisions hereof.

20.9     Severability. If any provision of this Agreement shall be held to
         ------------
         be invalid, illegal or unenforceable, the validity, legality and
         enforceability of the remaining provisions shall not in any way be
         affected or impaired thereby, and such provision shall be deemed to
         be restated to reflect the Parties' original intentions as nearly
         as possible in accordance with applicable law(s).

                                     40


20.10    Counterparts. This Agreement may be executed in counterparts. Each
         ------------
         such counterpart shall be an original and together shall constitute
         but one and the same document.

20.11    Notices. All notices required to be sent under this Agreement,
         -------
         including notices of address changes, shall be sent by registered
         or certified mail, return receipt requested, by nationally
         recognized overnight delivery service or courier, or by facsimile.
         Notice to each Party shall be sent to the contacts listed below or
         as otherwise identified by the Parties in writing pursuant to this
         Section:

         If to Laclede:         Laclede Gas Company
                                Attn: Laclede AMR Program Manager
                                720 Olive Street
                                12th Floor
                                St. Louis, MO 63101
                                Phone: (314) 342-0620
                                Fax: (314) 241-2296

         With a Copy to:        Laclede Gas Company
                                Attn: Vice President - Finance
                                720 Olive Street
                                Suite 1301
                                St. Louis, MO 63101
                                Phone: (314) 342-0755
                                Fax: (314) 241-2278

         With a Copy to:        Laclede Gas Company
                                Attn: General Counsel
                                720 Olive Street
                                Suite 1500
                                St. Louis, MO 63101
                                Phone: (314) 342-0520
                                Fax: (314) 421-1979

         If to Cellnet:         Cellnet Technology, Inc.
                                Attn: Program Manager
                                1918 Innerbelt Business Center Drive
                                Overland, Missouri  63114
                                Phone: (314) 264-2633
                                Fax: (314) 264-2601

                                     41

         With a Copy to:        Cellnet Technology, Inc.
                                Attn: General Counsel
                                30000 Mill Creek Avenue
                                Suite 100
                                Alpharetta, Georgia  30022
                                Phone: (678) 258-1608
                                Fax: (678) 258-1686

20.12    No Third Party Beneficiaries. Except as expressly provided herein,
         ----------------------------
         the Parties do not intend, nor will any Section hereof be
         interpreted, to create any third party beneficiary rights with
         respect to either of the Parties.

20.13    Consents and Approvals. The Parties agree that in any instance
         ----------------------
         where a consent, approval, acceptance or agreement is required or
         contemplated of a Party under this Agreement in order for the other
         Party to perform under or comply with the terms and conditions of
         this Agreement, then such Party will, unless otherwise provided,
         not unreasonably withhold or delay such consent, approval,
         acceptance or agreement and where consent, approval or agreement
         cannot be provided, the Party shall notify the other Party in a
         timely manner. In addition, each Party agrees to act reasonably and
         in good faith in respect to all other matters relating to or
         arising out of this Agreement.

20.14    Taxes. Cellnet shall be solely responsible for all federal, state
         -----
         and local income taxes assessed in connection with the provision of
         the services described in this Agreement.

         Cellnet shall be responsible for all sales and use taxes imposed in
         connection with the use or provision of the AMR Services, as well
         as personal property or similar taxes imposed in connection with
         the MIUs.

20.15    Headings. All headings herein and the table of contents are not to
         --------
         be considered in the construction or interpretation of any
         provision of this Agreement. This Agreement was drafted with the
         joint participation of both Parties and shall be construed neither
         against nor in favor of either, but rather in accordance with the
         fair meaning thereof.

20.16    Survival. All provisions of this Agreement relating to liability,
         --------
         warranties, indemnities, confidentiality, or non-disclosure, and
         the provisions of Articles 5, 19 and 20 and Section 11.3 of this
         Agreement, shall survive the expiration or termination of this
         Agreement.

20.17    Time is of the Essence. Time is of the essence in this Agreement.
         ----------------------
         Both parties shall work diligently to perform their respective
         obligations under this Agreement in a timely and expedient manner.
         Subject to the occurrence of a Force Majeure Event and any
         applicable cure period specified herein, in cases in which time
         deadlines are established for the performance of specific
         activities, these deadlines shall be treated as outer time limits
         for the parties' performance and not as target dates for
         performance. In all cases, the parties shall use reasonable effort
         to complete activities as soon as practicable.

                                      42



         IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
to be executed and delivered by their duly authorized representatives, as of
the date first written above.

LACLEDE GAS COMPANY                    CELLNET TECHNOLOGY, INC.


By: /s/ Barry C. Cooper                By: /s/ Mike Zito

Name: Barry C. Cooper                  Name: Mike Zito

Title: Chief Financial Officer         Title: CEO

Date: March 11, 2005                   Date: March 2, 2005



                                     43

                                 APPENDIX A

                            INDEX OF DEFINITIONS

The terms used herein shall have the following meanings.

1.       Accessible Meter - is any Laclede Gas Meter (i) of a type listed on
         ----------------
         Exhibit 5-C; (ii) with respect to which the data provided to
         -----------
         Cellnet pursuant to Section 2.3(g) does not preclude Cellnet from
         installing the MIU; (iii) not obstructed or blocked in a manner
         that prohibits reasonable access; (iv) the condition of which does
         not make installation of the MIU impractical in terms of time or
         expense; and (v) Cellnet or the MIU Installer has access to the
         premises and the Laclede Gas Meter. For purposes of clarity, a
         Laclede Gas Meter is not an Accessible Meter if Cellnet or the MIU
         Installer contacts the occupant on six occasions as required by
         Section 2.1(c)(ii)(A) but is unable to install a MIU or schedule an
         appointment for MIU installation where access to the Laclede Gas
         Meter is not available without the cooperation of the occupant or
         owner of the premises.

2.       Actual Read - Information relating to the actual measurement of gas
         -----------
         usage received by the Fixed Network.

3.       Activated Meter - is a Laclede Gas Meter that is on an activated
         ---------------
         Route, that has a MIU installed, on which Cellnet has received the
         designation and installation information via the Cellnet Standard
         Interface; and from which Cellnet has received a successful meter
         read. For purposes of this definition, a meter shall not be
         considered an Activated Meter if it is an Unavailable Meter.

4.       Affiliate - With respect to a Party to this Agreement, any person
         ---------
         or entity that controls, is controlled by, or is under common
         control with such Party.

5.       Agreement - This Automated Meter Reading Services Agreement between
         ---------
         Cellnet Technology, Inc. and Laclede Gas Company.

6.       Asset Fee - Defined in Section 2.3(a).
         ---------

7.       Automated Meter Reading Services ("AMR Services") - The services to
         -------------------------------------------------
         be provided under this Agreement.

8.       Bankruptcy Code - The United States Bankruptcy Code, as amended.
         ---------------

9.       Billing Window - A five (5) day period of time prior to the
         --------------
         scheduled billing day that a meter reading can be made available by
         Cellnet and entered into Laclede's billing system.

10.      Business Day - Monday through Friday, excluding all federal and
         ------------
         state holidays for which banks in the State of Missouri are not
         open for business, from the hours of 8 a.m. to 8 p.m. Unless
         specified as a Business Day, a day is defined as a calendar day.

11.      Cellnet Intellectual Property - Defined in Section 4.1.
         -----------------------------

                                     44

12.      Cellnet Standard Interface - The format of the Fixed Network Data
         --------------------------
         made available to Laclede via the FTP Server.

13.      Change - Defined in Section 7.1.
         ------

14.      Change Order - Defined in Section 7.2(a).
         ------------

15.      Confidential Information - Defined in the Section 9.1.
         ------------------------

16.      Contract Year - Each period of twelve (12) consecutive months with
         -------------
         the first such year beginning on the Effective Date.

17.      Daily Reliability Penalty - The monetary penalty assessed by
         -------------------------
         Laclede against Cellnet for the failure by Cellnet to achieve the
         respective required daily reliability percentages set forth in
         Section 2.2(d) of this Agreement.

18.      Deployment Deadline - Twenty-four (24) months after the Effective
         -------------------
         Date.

19.      Deployment Period - The period during which Cellnet is installing
         -----------------
         the MIUs as described in Article 2.

20.      Deployment Schedule - The timeline for the initial installation of
         -------------------
         the Fixed Network as determined by mutual agreement of the Parties.

21.      Disclosing Party - Defined in Section 9.1.
         ----------------

22.      Effective Date - Defined in Section 2.7.
         --------------

23.      Fee - Defined in Section 2.3(a).
         ---

24.      Fixed Network - The network to be established and operated by
         -------------
         Cellnet, which includes MIUs installed on Laclede Gas Meters, MCCs
         installed on structures, poles and/or towers, the NOC, the
         communication link between the MCCs and the NOC, and all other
         equipment necessary for the operation of the Fixed Network.

25.      Fixed Network Area - Defined in the fourth Recital.
         ------------------

26.      Fixed Network Data - All MIU consumption and tamper information
         ------------------
         collected or processed for Laclede through the Fixed Network.

27.      Fixed Network Meter - Any Laclede Gas Meter within the Fixed
         -------------------
         Network Area with an installed MIU.

28.      FTP Server - Means the file transfer protocol server on which
         ----------
         Cellnet posts the Fixed Network Data for collection by Laclede.

29.      Force Majeure Event - Any event or circumstance that is beyond the
         -------------------
         reasonable control of either Party and that results in or causes
         the failure of that Party to perform any of its

                                     45

         obligations under this Agreement, including, without limitation, an
         act of God, judicial or regulatory action or inaction, strike or
         lockout, war (declared or undeclared), threat of war, terrorist
         act, blockade, revolution, riot, insurrection, sabotage, vandalism,
         fire, storm, flood, earthquake, hurricane, tornado, explosion or
         failure of communications or power systems, or radio frequency
         interference caused by third parties. Lack of funds shall not be
         interpreted as an event beyond a Party's reasonable control.
         Nothing contained herein shall be construed to require either Party
         to avoid or settle a strike against its will or to avoid picketing
         at any location.

30.      Initial Fixed Network Deployment Phase - Defined in Section 1.1.
         --------------------------------------

31.      Initial Term - Defined in Section 2.7.
         ------------

32.      Insolvent Entity - A Party that (a) institutes or has instituted
         ----------------
         against it proceedings to be adjudicated bankrupt or insolvent,
         unless with respect to the institution against it of such
         proceedings, such proceedings are dismissed within sixty (60)
         calendar days after the institution of such proceedings, (b)
         consents to the institution of bankruptcy or insolvency proceedings
         against it, (c) files a petition, answer or consent seeking
         reorganization or relief under federal or state bankruptcy laws,
         (d) consents to the filing of any such petition or the appointment
         of a receiver, liquidator, assignee, trustee, sequestrator (or
         other similar official) with respect to itself for any substantial
         part of its property, (e) makes an assignment for the benefit of
         creditors, or (f) admits in writing its inability to pay its debts
         generally as they become due.

33.      Intellectual Property - All copyrights, patents, utility models,
         ---------------------
         trade marks, service marks, design rights (whether registered or
         unregistered), database rights, semiconductor topography rights,
         proprietary information rights, know-how and all other similar
         proprietary rights as may exist anywhere in the world.

34.      Laclede Gas Data - All information relating to Laclede customers'
         ----------------
         gas usage, including, without limitation, customers' names,
         addresses and account numbers, volume and/or patterns of gas usage,
         MIU identification, meter number, number of pulses counted, index
         type, index drive factor, index pressure, index base pressure and
         tamper flag, and any other Laclede gas customer data or information
         collected and/or transmitted via the Fixed Network.

35.      Laclede Gas Meters - All gas meters owned and/or operated by
         ------------------
         Laclede.

36.      Laclede Interface - Defined in Section 1.2(b).
         -----------------

37.      Manual Reads. Any references to manual meter reads, the manual
         ------------
         reading of meters, or similar language in this Agreement means
         either the actual physical reading of the meter or the reading of
         the meter/MIU utilizing Cellnet's park-n-read system or other
         mobile or drive-by method.

38.      Marks - Defined in Section 20.5.
         -----

                                     46

39.      Material Change - Defined in Section 7.1.
         --------------


40.      Meter Database (MDB) - The repository of all meter data received by
         --------------------
         the NOC. The MDB will contain the Fixed Network Data and the
         Laclede Gas Data.

41.      MCC - The radio transceiving device or devices that receives the
         ---
         transmissions from the MIUs and relays the data by radio frequency
         to the NOC.

42.      MIU - An electronic radio meter interface device that is installed
         ---
         on Laclede Gas Meters and transmits meter reading information by
         radio frequency to the MCCs.

43.      MIU Installer - Defined in Section 1.3(c).
         -------------

44.      Minimum Daily Reliability Penalty - The monetary penalty assessed
         ---------------------------------
         by Laclede against Cellnet for the failure by Cellnet to achieve
         the respective minimum daily reliability percentages set forth in
         Section 2.2(d) of this Agreement.

45.      Minimum Monthly Reliability Penalty - The monetary penalty assessed
         -----------------------------------
         by Laclede against Cellnet for the failure by cellnet to achieve
         the respective minimum reliability percentages for each billing day
         set forth in Section 2.2(d) of this Agreement.

46.      Monthly Reliability Penalty - The monetary penalty assessed by
         ---------------------------
         Laclede against Cellnet for the failure by Cellnet to achieve the
         respective required monthly reliability percentages set forth in
         Section 2.2(d) of this Agreement.

47.      Network Operations Center ("NOC") - The combined hardware and
         ---------------------------------
         software platform that receives and stores meter information from
         the MCCs.

48.      Network Operations Center Software ("NOC Software") - The software
         ---------------------------------------------------
         necessary for the operation of the NOC.

49.      Party or Parties - Means Cellnet and/or Laclede.
         ----------------

50.      Per Read Fee - Defined in Section 2.3(a).
         ------------

51.      Programming Software - The GPrep MIU programming software, which is
         --------------------
         developed by or for Cellnet, as described in Section 2.1 (f).

52.      Public Service Commission (PSC) - PSC or any successor agency with
         -------------------------------
         regulatory authority over Laclede in the State of Missouri.

53.      Quality Assurance Plan - The procedures defined and used to ensure
         ----------------------
         installation of MIUs are in compliance with the terms of this
         Agreement.

54.      Recipient - Defined in Section 9.1.
         ---------


                                     47

55.      Reliability Penalty - The collective reference for the Daily
         -------------------
         Reliability Penalty, Minimum Daily Reliability Penalty, Monthly
         Reliability Penalty and Minimum Monthly Reliability Penalty.

56.      Requesting Party - Defined in Section 7.2(a).
         ----------------

57.      Responding Party - Defined in Section 7.2(a).
         ----------------

58.      Routes - The various geographical areas containing approximately
         ------
         250 to 600 Laclede Gas Meters each agreed upon by Laclede and
         Cellnet into which Laclede's service territory will be divided for
         purposes of the initial installation of the MIUs.

59.      Intentionally Omitted.
         ---------------------

60.      Standard Interface Specifications - Defined in Section 1.2(b).
         ---------------------------------

61.      Term - The Initial Term and all renewal terms, if any.
         ----

62.      Test Meters - Defined in Section 1.2(a).
         -----------

63.      Training Plan - Defined in Section 6.1.
         -------------

64.      Transition Services - Defined in Section 11.3(d)(i).
         -------------------

65.      Unavailable Meter - Means a Laclede Gas Meter (i) that is damaged
         -----------------
         or vandalized by any person other than Cellnet in such a way that
         prevents proper operation, including communication with the Fixed
         Network, of the MIU; (ii) on which a MIU is not functioning and/or
         not reporting and Cellnet has not been able to repair the MIU
         because (a) Laclede has not provided Cellnet with accurate and
         up-to-date customer information; or (b) physical access to the
         Laclede Gas Meter, after commercially reasonable efforts by
         Cellnet, is not available; or (iii) that is otherwise not
         functioning because of a cause unrelated to the MIU, which is
         outside of Cellnet's control.

66.      Written Request - Defined in Section 19.1(b).
         ---------------



                                     48


                                  EXHIBIT 6

                        ADJUSTMENT TO MONTHLY MIU FEE

         The Monthly MIU Fee shall be adjusted in accordance with this
Exhibit 6.

         (a) For purposes of this Exhibit 6, the following capitalized terms
have the respective meanings set forth below:

"Number of MIUs Condemned", for a given Contract Year, equals the number of
 ------------------------
Laclede Gas Meters with MIUs removed from service in such Contract Year that
Laclede is not able to reuse on other Laclede Gas Meters.

"Number of MIUs Reconditioned", for a given Contract Year, equals the number
 ----------------------------
of MIUs (of the Number of MIUs Condemned) that Cellnet is able to
recondition and reuse for other than Laclede Gas Meters in such Contract
Year. The Number of MIUs Reconditioned includes MIUs that were retired in a
previous Contract Year, held in inventory, and subsequently reconditioned
and reused.

"Net Number of MIUs Retired", for a given Contract Year, equals the Number
 --------------------------
of MIUs Condemned minus the Number of MIUs Reconditioned in such Contract
Year.

"Number of MIU Startups", for a given Contract Year, equals the number of
 ----------------------
MIUs provided by Cellnet for installation on Laclede Gas Meters in such
Contract Year, excluding the number of MIUs Cellnet is required to replace
under the terms of this Agreement.

"MIU Retirement Unit Cost", for a given Contract Year, equals the amount in
 ------------------------
the row so named for such Contract Year in the chart attached as Appendix A.
                                                                 ----------

"MIU Startup Unit Cost", for a given Contract Year, equals the amount in the
 ---------------------
row so named for such Contract Year as shown on Appendix A.
                                                ----------

"Number of Annual Reads" equals the actual number of MIU readings that were
 ----------------------
subject to the Per Read Fee in a given Contract Year.

"Total Annual Reconditioning Cost", for a given Contract Year, equals the
 --------------------------------
Number of MIUs Reconditioned multiplied by $5.

"Total Annual Retirement Cost", for a given Contract Year, equals the Net
 ----------------------------
Number of MIUs Retired multiplied by the MIU Retirement Unit Cost.

"Total Annual Startup Cost", for a given Contract Year, equals the Number of
 -------------------------
MIU Startups multiplied by the MIU Startup Unit Cost.



The information below marked by * and [] has been omitted pursuant to a request
for confidential treatment. The omitted portion has been separately filed
with the Commission.


"Total Actual Annual Cost", for a given Contract Year, equals the sum of (i)
 ------------------------
the Total Annual Reconditioning Cost for such Contract Year, (ii) the Total
Annual Retirement Cost for such Contract Year, and (iii) the Total Annual
Startup Cost for such Contract Year.

"Total Projected Annual Cost", for a given Contract Year, equals the amount
 ---------------------------
in the row "Total Projected Cost" for such Contract Year in the chart
attached as Appendix A.
            ----------

"Annual Cost Differential", for a given Contract Year, equals the difference
 ------------------------
between the Total Actual Annual Cost for such Contract Year and the Total
Projected Annual Cost for such Contract Year.

"Cumulative Actual Annual Cost" equals the sum of Total Actual Annual Costs
 -----------------------------
for Contract Years that have not been included in a calculation that
resulted in an increase or decrease in the Monthly MIU Fee pursuant to
Section (b) of this Exhibit 6.

"Cumulative Projected Annual Cost" equals the sum of Total Projected Annual
 --------------------------------
Costs for Contract Years that have not been included in a calculation that
resulted in an increase or decrease in the Monthly MIU Fee pursuant to
Section (b) of this Exhibit 6.

"Cumulative Annual Cost Differential" equals the Cumulative Actual Annual
 -----------------------------------
Cost less the Cumulative Projected Annual Cost.

"Reconditionable MIU", means a MIU that Laclede removes from a Laclede Gas
 -------------------
Meter and is not able to reuse, but for which Cellnet has indicated in
writing that it has another customer that has a gas meter or gas meters with
which such a MIU is compatible and who is willing to accept reconditioned
MIUs. Cellnet shall provide a list of meter types on which it can utilize a
Reconditionable MIU within 30 days of the execution of this Agreement and
update or confirm such list from time to time, but at least annually within
30 days after the first day of each Contract Year.

         (b) If the Cumulative Annual Cost Differential is greater than
$[*******], the Monthly MIU Fee shall be increased or decreased (as
applicable) in accordance with the procedures set forth below. If the
Cumulative Annual Cost Differential is less than or equal to $[*******],
there shall be no increase or decrease in the Monthly MIU Fee pursuant to
this Exhibit 6.

         (c) If the Cumulative Actual Annual Cost exceeds the Cumulative
Projected Annual Cost by more than $[*******], or if the Cumulative
Projected Annual Cost exceeds the Cumulative Actual Annual Cost by more than
$[*******], the Monthly MIU Fee for future reads shall be increased or
decreased, as applicable, as follows:

                  (i) First, the Cumulative Annual Cost Differential shall
be amortized over the remaining number of months of this Agreement at an
annual interest rate of [*]% to determine a monthly payment amount.
Such monthly payment amount will be multiplied by the number of months
remaining on this Agreement to determine the "Future Value of the Cumulative
                                              ------------------------------
Annual Cost Differential";
------------------------


The information below marked by * and [] has been omitted pursuant to a request
for confidential treatment. The omitted portion has been separately filed
with the Commission.


                  (ii) Second, the "Total Number of Remaining Reads" shall
                                    -------------------------------
be determined as follows. The Number of Annual Reads for the previous
Contract Year (the "Base Year") will be used as a base-line and the number
                    ---------
of reads for each subsequent Contract Year ("Number of Assumed Reads") will
                                             -----------------------
assume a [*]% increase over each immediately preceding Contract Year. For each
Contract Year, the Number of Assumed Reads for such Contract Year shall
equal the Number of Assumed Reads for the previous Contract Year multiplied
by [****]. The "Total Number of Remaining Reads" shall be (A) the sum of the
              -------------------------------
Number of Assumed Reads for each Contract Year (if any) subsequent to the
Base Year, less (B) the product of a fraction whose numerator is an amount
equal to the number of months in the first Contract Year subsequent to the
Base Year prior to implementation of the increase or decrease to the Monthly
MIU Fee and whose denominator is 12, multiplied by the Assumed Reads in such
Contract Year;

                  (iii) Third, determine the "Read Cost Differential" by
                                              ----------------------
dividing the Future Value of the Cumulative Annual Cost Differential by the
Total Number of Remaining Reads and rounding the result to tenths of a cent;
and

                  (iv) Fourth,

                           (A) If the Cumulative Actual Annual Cost exceeds
the Cumulative Projected Annual Cost by more than $[*******], the Monthly
MIU Fee for future reads shall be increased by an amount equal to the Read
Cost Differential, or

                           (B) If the Cumulative Projected Annual Cost
exceeds the Cumulative Actual Annual Cost by more than $[*******], the
Monthly MIU Fee for future reads shall be decreased by an amount equal to
the Read Cost Differential.

                           (C) In the event the Monthly MIU Fee is increased
or decreased as described above in this subsection (c)(iv), then the
cumulative cost calculation described in this Exhibit 6 is started over at
zero for the next Contract Year.

                  (v) Solely for purposes of reference, an example of the
foregoing four-step calculation is attached as Appendix B.
                                               ----------

         (d) There shall be no adjustment under this Exhibit 6 for the
first, second, or third Contract Year. The first adjustment to the Monthly
MIU Fee described in this Exhibit 6 shall be calculated at the beginning of
the fourth Contract Year (which will commence during 2008) using the third
Contract Year as the Base Year and then again for every Contract Year
thereafter, and if applicable, the Monthly MIU Fee for the next Contract
Year will be increased or decreased, as applicable, from the Monthly MIU Fee
for the Base Year, as such Monthly MIU Fee has been previously adjusted, if
applicable, in accordance with this Exhibit 6.

         (e) Notwithstanding anything contained in this Exhibit 6 or the
Agreement to the contrary, if the Cumulative Annual Cost Differential is
greater than $[*******], the Read Cost Differential shall be calculated
assuming a Cumulative Annual Cost Differential of $[*******]. The excess
Cumulative Annual Cost Differential over $[*******] shall be
paid by Laclede to Cellnet (if the Cumulative Actual Annual Cost exceeds the
Cumulative Projected Annual Cost),

<PAGE>
or by Cellnet to Laclede (if the Cumulative Projected Annual Cost exceeds
the Cumulative Actual Annual Cost) within 30 days after the final
determination of the Cumulative Annual Cost Differential.

         (f) During the term of the Agreement, not later than 30 days after
the end of each month, Laclede shall send a statement to Cellnet showing the
Number of MIUs Condemned in the previous month. Laclede shall, at its own
cost and expense, ship all Reconditionable MIUs to Cellnet's facility in
Laclede's service area.

         (g) Not later than 45 days after the first day of each Contract
Year (beginning in 2008), Cellnet shall deliver a certificate (the
"Certificate") to Laclede setting forth the adjustment to the Monthly MIU
 -----------
Fee (if any) for such Contract Year, or stating that no adjustment is
required, along with supporting calculations in reasonable detail. If,
within 30 days after delivery of the Certificate, Laclede alleges that the
Certificate has not been prepared in accordance with this Exhibit 6 or that
the Certificate contains a mathematical mistake or other error, Laclede
shall deliver to Cellnet within such period a written notice (a "Notice of
                                                                 ---------
Disagreement") specifying in reasonable detail all disputed items and the
------------
basis therefor, including reasonable detail. Subject to the rights described
in Article 17, the failure by Laclede to provide a Notice of Disagreement to
Cellnet within such 30-day period will constitute the acceptance by Laclede
of the Certificate, and in such event the calculations and other
determinations set forth in the Certificate shall be the final calculations
and other determinations for the Contract Year in question. During the
15-day period following the delivery of any Notice of Disagreement or such
longer period as Cellnet and Laclede shall mutually agree, representatives
of Cellnet and Laclede shall meet and seek in good faith to resolve in
writing any differences that Cellnet and Laclede may have with respect to
the matters specified in such Notice of Disagreement. If, at the end of such
15-day period (or such longer period as mutually agreed), Cellnet and
Laclede have not resolved such differences, the dispute shall be submitted
to the dispute resolution procedure contained in Sections 19.1(d), (e), (f)
and (g) of the Agreement.

         (h) Notwithstanding the adjustments provide for in this Exhibit 6,
the parties shall use commercially reasonable efforts to maximize the use of
reconditioned MIUs.







<PAGE>
The information below marked by * and [] has been omitted pursuant to a request
for confidential treatment. The omitted portion has been separately filed
with the Commission.


<TABLE>
                                                             APPENDIX A


PROJECTED COST OF STARTUP AND RETIREMENT ACTIVITY

<CAPTION>
                                     YEAR 3        YEAR 4        YEAR 5        YEAR 6        YEAR 7        YEAR 8        YEAR 9
                                     ------        ------        ------        ------        ------        ------        ------
<S>                                 <C>           <C>           <C>           <C>           <C>           <C>           <C>
NET MIUS RECONDITIONED              [***]         [***]         [***]         [***]         [***]         [***]         [***]

MIU RECONDITIONING UNIT COST        $ [*]         $ [*]         $ [*]         $ [*]         $ [*]         $ [*]         $ [*]

MIU RECONDITIONING ANNUAL COST      $ [*****]     $ [*****]     $ [*****]     $ [*****]     $ [*****]     $ [*****]     $ [*****]

NET MIUS RETIRED                    [*****]       [*****]       [*****]       [*****]       [*****]       [*****]       [*****]

MIU RETIREMENT UNIT COST            $ [*****]     $ [*****]     $ [*****]     $ [*****]     $ [*****]     $ [*****]     $ [*****]

MIU RETIREMENT ANNUAL COST          $ [*******]   $ [*******]   $ [*******]   $ [*******]   $ [******]    $ [******]    $ [******]

MIU STARTUP UNITS                   [*****]       [*****]       [*****]       [*****]       [*****]       [*****]       [*****]

MIU STARTUP UNIT COST               $ [****]      $ [****]      $ [****]      $ [*****]     $ [*****]     $ [*****]     $ [*****]

MIU STARTUP ANNUAL COST             $ [*]         $ [*]         $ [*]         $ [*******]   $ [*******]   $ [*******]   $ [*******]
                                    ----------------------------------------------------------------------------------------------

TOTAL PROJECTED COST                $ [*******]   $ [*******]   $ [*******]   $ [*******]   $ [******]    $ [******]    $ [******]
                                    ==============================================================================================

<CAPTION>
                                    YEAR 10       YEAR 11       YEAR 12       YEAR 13       YEAR 14       YEAR 15
                                    -------       -------       -------       -------       -------       -------
<S>                                 <C>           <C>           <C>           <C>           <C>           <C>
NET MIUS RECONDITIONED              [***]         [***]         [***]         [***]         [***]         [***]

MIU RECONDITIONING UNIT COST        $ [*]         $ [*]         $ [*]         $ [*]         $ [*]         $ [*]

MIU RECONDITIONING ANNUAL COST      $ [*****]     $ [*****]     $ [*****]     $ [*****]     $ [*****]     $ [*****]

NET MIUS RETIRED                    [*****]       [*****]       [*****]       [*****]       [*****]       [*****]

MIU RETIREMENT UNIT COST            $ [*****]     $ [****]      $ [****]      $ [****]      $ [****]      $ [****]

MIU RETIREMENT ANNUAL COST          $ [******]    $ [*]         $ [*]         $ [*]         $ [*]         $ [*]

MIU STARTUP UNITS                   [*****]       [*****]       [*****]       [*****]       [*****]       [*****]

MIU STARTUP UNIT COST               $ [*****]     $ [*****]     $ [*****]     $ [*****]     $ [*****]     $ [*****]

MIU STARTUP ANNUAL COST             $ [*******]   $ [*******]   $ [*******]   $ [*******]   $ [*******]   $ [*******]
                                    --------------------------------------------------------------------------------

TOTAL PROJECTED COST                $ [*******]   $ [*******]   $ [*******]   $ [*******]   $ [*******]   $ [*******]
                                    ================================================================================
</TABLE>



<PAGE>
The information below marked by * and [] has been omitted pursuant to a request
for confidential treatment. The omitted portion has been separately filed
with the Commission.

                                  EXHIBIT 8
                           PER READ FEE COMPONENTS


         Monthly MIU Asset Fee                       $[*****]/meter

         Base Cost Fee                               $[*****]/meter

TOTAL MONTHLY MIU FEE                                $[*****]/METER

         Monthly Service Fee                         $[*****]/meter

TOTAL MONTHLY FEE                                    $[*****]/METER