Portions of this exhibit have been  omitted and filed  separately  with the
Securities and Exchange Commission. These portions are designated "[ * * * ]".

                                                                    Exhibit 10.6


                    FIBER OPTIC ACCESS AND PURCHASE AGREEMENT


     This FIBER OPTIC ACCESS AND  PURCHASE  AGREEMENT  ("Agreement")  is entered
into as of this  30th day of March,  2000  between  PATHNET  TELECOMMUNICATIONS,
INC., a Delaware  corporation  ("PTI") and COLONIAL PIPELINE COMPANY, a Delaware
and Virginia corporation ("Colonial").

     WHEREAS,  Colonial  and PTI have  entered  into that  certain  Contribution
Agreement  dated November 2, 1999 (the  "Contribution  Agreement"),  pursuant to
which,  among other things,  Colonial has agreed to contribute certain assets to
PTI and PTI has agreed to issue  certain  shares of stock to  Colonial,  as more
particularly described therein;

     WHEREAS,  contemporaneous herewith,  Colonial and PTI have entered into the
Lease  pursuant to which,  subject to the terms and conditions of such Lease and
this  Agreement,  Colonial has leased to PTI specified  portions of the Colonial
Rights-of-Way  to be  designated,  from time to time,  in order to permit PTI to
construct,  install,  operate,  maintain,  replace,  reconstruct,  remove and/or
relocate (collectively, "Construct or Operate") a Telecommunications Network (as
hereinafter defined);

     WHEREAS, Colonial and PTI have entered into the Lease on the condition that
PTI  and  Colonial   agree  to  certain   additional   terms   regarding   PTI's
Telecommunications Network as described herein; and

     WHEREAS,  Colonial  also desires to purchase from PTI, and PTI also desires
to sell to Colonial, a Conduit within PTI's  Telecommunications  Network, on the
terms and conditions described herein.

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

     1.   Definitions.

     For purposes of this Agreement, the following terms shall have the meanings
set forth below:

     (a)  "Affiliate"  shall mean an entity  that,  directly or  indirectly,  is
          controlled,  under common control with, or controls another entity, or
          the   successor  to  an  entity  by  merger  or  purchase  of  all  or
          substantially all of such entity's stock or assets.

     (b)  "Colonial Conduit" shall be defined as provided in Section 7 hereof.

     (c)  "Colonial Rights-of-Way" shall have the meaning ascribed to such term
          in the Lease.

                                       -1-
<PAGE>

     (d)  "Colonial System" shall have the meaning ascribed to such term in the
          Lease.

     (e)  "Conduits" shall have the meaning ascribed to such term in the Lease.

     (f)  "Designated  Affiliate"  shall mean the  entities  named in Exhibit B,
          attached hereto and incorporated by reference herein.

     (g)  "Disposition"   in  reference  to  the  Colonial  Conduit  or  to  any
          telecommunications  capacity shall mean the sale, assignment,  barter,
          swap,  lease,  license,  sub-license,  making  available  to, or other
          transfer  or grant of rights  therein or in respect  thereof,  and the
          terms "Dispose" and "Disposed" shall be interpreted accordingly.

     (h)  "Landowner" shall have the meaning ascribed to such term in the Lease.

     (i)  "Lease" shall mean that certain Master  Right-of-Way  Lease  Agreement
          entered into by Colonial and PTI in substantially the form attached as
          Exhibit A hereto.

     (j)  "Lease  Date" shall mean the date on which the Lease is  executed  and
          becomes binding and effective on the parties thereto.

     (k)  "Restriction  Release  Date"  shall  mean the  earlier of the date (i)
          which is five (5) years following the Lease Date; or (ii) on which PTI
          makes an assignment  for the benefit of  creditors,  files a voluntary
          petition in bankruptcy,  or an  involuntary  petition in bankruptcy is
          filed  against PTI (unless such petition is dismissed or stayed within
          ninety (90) days).

     (l)  "Segment" shall have the meaning ascribed to such term in the Lease.

     (m)  "Telecommunications   Network"   shall   mean  a   network   or  other
          communications  system capable of transmitting  voice, data, images or
          other  information  over strands of optical fiber,  copper wire, radio
          waves, or other transmission media.

     2.   Right to Lease. Upon the closing of the transaction contemplated by
the Contribution Agreement, PTI and Colonial shall enter into the Lease and all
other documentation reasonably necessary to more fully effectuate the terms
thereof.

     3.   Limited Exclusivity. Except with respect to the Colonial Conduit
(which can be commercialized or used in accordance with the provisions of
Section 7 below) and as otherwise contemplated hereunder and in the Lease, for a
period of ten (10) years following the Lease Date:

          (a) Colonial shall not, directly or indirectly,  lease to, license to,
     make  available  to, or  otherwise  permit  the use of by any other  party,
     including,  without limitation,  any Affiliates of Colonial, any portion of
     the  Colonial   Rights-of-Way  for  the  Construction  or  Operation  of  a
     Telecommunications Network; and



                                       -2-
<PAGE>

          (b) Colonial shall not, directly or indirectly,  use or permit the use
     of any  portion  of the  Colonial  Rights-of-Way  for the  Construction  or
     Operation of a Telecommunications Network.

The  foregoing  restrictions  shall not  apply to any  portion  of the  Colonial
Rights-of-Way that reverts to Colonial pursuant to Section 1.4 of the Lease.

     4.  Provision  of  Telecommunications  Capacity  to  Colonial.  Subject  to
availability,  as  determined  by PTI  from  time  to  time  in  its  reasonable
discretion and taking into account the reasonably  anticipated  level of traffic
on PTI's Telecommunications  Network,  Colonial shall have the right to purchase
telecommunications  capacity  on PTI's  Telecommunications  Network  at the best
price and terms that such  capacity  has been or is being  offered by PTI to its
preferred customers. The foregoing  telecommunications  capacity may not be used
in any manner  that  competes  with PTI or its  Affiliates,  including,  without
limitation,  used for any  purpose  other than for the  internal  communications
purposes of Colonial and its  Affiliates,  and may not be Disposed of or used in
connection   with   any   other   Telecommunications   Network   or  any   other
telecommunications venture or business.

     5. Compensation for Similar Transactions.  If, at any time from the date of
this  Agreement  until [ * * * ], PTI and/or one of its affiliates or successors
shall  enter  into an  agreement  or  other  contractual  relationship  with any
Designated  Affiliate  pursuant  to which PTI  and/or one of its  Affiliates  or
successors  shall  have the right or  license  to use,  lease or  occupy  all or
portions of the  right-of-way  of one or more of the  Designated  Affiliates for
development  of a  Telecommunications  Network,  PTI shall pay to Colonial a fee
equal  to [ * * * ] per  mile of  right-of-way  which is  covered  by each  such
agreement or relationship. The payment of such fee shall be made within ten (10)
business  days  of  the  execution  of  such  agreement  or  other   contractual
relationship.

     6.   [INTENTIONALLY DELETED]

     7.   Purchase and Sale of Colonial Conduit.

          (a) In addition to the  transactions  contemplated by the Contribution
Agreement,  but simultaneously  with the closing of such transactions,  Colonial
shall  pay  to  PTI  the  sum  of  Four  Million  Dollars  ($4,000,000.00).   In
consideration  thereof,  PTI agrees that along:  (i) any Segment of the Colonial
Rights-of-Way in which PTI installs  Conduits and in which Colonial's  engineers
have  determined  that PTI can install  eight (8) or more  Conduits  within such
Segment  or  applicable  portion  thereof;  (ii)  any  Segment  of the  Colonial
Rights-of-Way  in which PTI notifies  Colonial that it desires to  commercialize
and deploy less than all of the available  Conduits permitted by Colonial within
such Segment (even if Colonial's engineers have determined that the installation
by PTI of at least eight (8) Conduits within such Segment or applicable  portion
thereof is not  commercially  feasible because of pipeline  integrity,  pipeline
safety,  engineering or construction  reasons; and (iii) any other rights-of-way
acquired  by PTI along the  market  corridor  of the  Colonial  System  that are
necessary  as  substitutions  for or  supplements  to portions  of the  Colonial
Rights-of-Way in which PTI installs Conduits, PTI will



                                       -3-
<PAGE>

convey one such Conduit  installed by PTI within any such Segment or substituted
area to Colonial for the exclusive  use,  ownership or control by Colonial,  its
successors  and assigns  (as  applicable,  the  "Colonial  Conduit");  provided,
however,  that Colonial shall be entitled to only 2200 miles of Colonial Conduit
in the aggregate.

          (b) Colonial  shall own and have full title to such  Colonial  Conduit
from and after the  installation  thereof within any such Segment or substituted
area,  and PTI promptly  thereafter  shall  execute  such  documents as shall be
reasonably  required to  evidence  the title  thereto  vested in  Colonial.  PTI
covenants and agrees not to assign,  mortgage,  hypothecate,  pledge,  encumber,
permit a lien to be placed on, or  otherwise  transfer all or any portion of the
Colonial Conduit.

          (c)  Notwithstanding the foregoing Subsection 7(a), the parties hereto
agree and acknowledge that:

               (i) (aa) in the event that  Colonial's  engineers have determined
     that  the  installation  by PTI of at least  eight  (8)  Conduits  within a
     particular  Segment  or  applicable  portion  thereof  is not  commercially
     feasible because of pipeline  integrity,  pipeline  safety,  engineering or
     construction  reasons,  and (bb) if PTI desires to commercialize and deploy
     all of the available  Conduits  permitted by Colonial  within such Segment,
     then there will not be a Colonial  Conduit  available for the exclusive use
     by Colonial within that Segment or the applicable portion thereof; and

               (ii) as of the fifth (5th) anniversary of the Lease Date, PTI may
     not have installed its Telecommunications  Network (and, thus, the Colonial
     Conduit) within  Segments  aggregating at least 2,200 miles of the Colonial
     System.

In either of the  circumstances  described  in clauses (i) and (ii)  above,  the
parties  will  negotiate  in good faith to make  available  to  Colonial,  at no
charge, a suitable  alternative to such Colonial Conduit,  which alternative may
include  the  right to use fiber  within a  conduit,  the right to an  undivided
percentage  interest in a conduit,  and/or the right to use fibers or conduit on
other portions of PTI's  network,  in each case such  alternative  having a fair
market value  comparable to such of the Colonial  Conduit as shall have not been
provided.  Within  (x)  six  (6)  months  (if  during  the  first  year  of this
Agreement),  or (y) two (2) months  (if after the first year of this  Agreement)
after Colonial has knowledge that there will not be a Colonial Conduit available
in a particular Segment or portion of the Colonial System,  Colonial may deliver
written notice to PTI (the "Equivalency Request Notice"), designating the nature
and type of  equivalency  that  Colonial  requests to receive from and after the
Restriction  Release Date. If Colonial and PTI have not agreed on the nature and
type of such  equivalency  within  thirty (30) days after  PTI's  receipt of the
Equivalency  Request  Notice,  then  either  party  may  institute   arbitration
proceedings in accordance with Section 14 of the Lease.

          (d)  Until the Restriction Release Date:

               (i)  the Colonial Conduit may not be used in any manner that
     competes or facilitates competition with PTI or its Affiliates;



                                       -4-
<PAGE>

               (ii) the  Colonial  Conduit  may be used  only  for the  internal
     communications  purposes of Colonial  and its  Affiliates;  provided  that,
     although  Colonial may be reimbursed by any such  Affiliates for applicable
     costs and expenses,  Colonial may not earn a profit on such  operations for
     internal communications purposes; and

               (iii)  neither the Colonial  Conduit,  nor any optical  fibers or
     other  communications  media  installed  therein,  nor any capacity on such
     media, may be Disposed of or otherwise made available to third parties,  or
     (other than as set forth in item (ii) above)  used in  connection  with any
     Telecommunications  Network  or any  other  telecommunications  venture  or
     business.

          (e) From and after the  Restriction  Release Date,  Colonial  shall be
free to sell,  assign,  license or transfer the Colonial  Conduit or any portion
thereof to any third party whatsoever,  subject,  however,  to the provisions of
Section 8 below.

          (f) Prior to the  Restriction  Release  Date,  PTI will  maintain  the
Colonial Conduit in the same manner as applies to PTI's  maintenance  activities
on the Colonial Rights-of-Way under the terms of the Lease so that such Colonial
Conduit  is equal to or better in quality  and  capacity  as the  conduit in all
other  portions of the PTI  Telecommunications  Network.  After the  Restriction
Release  Date,  PTI  shall  have  no   responsibility  in  connection  with  the
maintenance of the Colonial Conduit.

          (g) From and after the date hereof,  Colonial will be responsible  for
all expenses  (other than those described in Subsection 7(f) above) of operating
the Colonial Conduit for the purposes  described  Subsections  7(d)(ii) and 7(e)
above,  as applicable.  Furthermore,  PTI shall not be responsible for any taxes
that are  attributable  to the  existence  and use of the  Colonial  Conduit  by
Colonial;  provided, however, that nothing herein shall be deemed to acknowledge
or imply that any taxes  necessarily will be imposed upon or attributable to the
existence and use of the Colonial Conduit by Colonial.

     8.   Disposition of the Colonial Conduit.

          (a) Subject to Subsection  8(d) below,  PTI and its  Affiliates  shall
have a right of first  refusal as to the  Colonial  Conduit as described in this
Subsection 8(a) (the "Right of First  Refusal").  During the period beginning on
the Restriction  Release Date and ending on the tenth (10th)  anniversary of the
Lease  Date,  in the event that  Colonial  desires  to  Dispose of the  Colonial
Conduit,  in whole or in part,  Colonial  shall  provide  written  notice to PTI
describing  the  terms  of  such   Disposition,   including  the  price  of  the
Disposition,  the term of any lease or license, and the identity of the proposed
transferee (the "Notice of Terms").  Within sixty (60) days thereafter,  PTI may
elect,  upon written notice to Colonial,  to accept the Disposition on the terms
described  in  Colonial's  Notice of Terms.  In the event  that PTI so elects to
accept such Notice of Terms,  Colonial shall Dispose of the Colonial  Conduit to
PTI on the terms set forth in such Notice of Terms or on such other terms as the
parties may mutually agree. If PTI fails to make such election within such sixty
(60) day period, PTI shall be deemed to have declined the



                                       -5-
<PAGE>

opportunity to exercise its Right-of-First Refusal as proposed by Colonial in
the Notice of Terms.

          (b) In the event that PTI  declines or is deemed to have  declined the
opportunity  to exercise its Right of First  Refusal,  Colonial shall be free to
Dispose of the  Colonial  Conduit to the  transferee  proposed  in the Notice of
Terms on terms  not  materially  different  than the terms so  described  in the
Notice of Terms, provided that if Colonial and the transferee fail to consummate
the Disposition within ninety (90) days of the date PTI declines or is deemed to
have  declined the Right of First  Refusal,  then PTI will again have a Right of
First Refusal as to the portion of the Colonial Conduit  described in the Notice
of Terms.

          (c) Provided  Colonial  complies  with the foregoing  provisions,  the
consummation  of any  Disposition  of a portion  of the  Colonial  Conduit  will
extinguish  PTI's  Right  of  First  Refusal  as to  such  portion,  unless  the
Disposition  is for a period that  terminates  prior to the tenth  (10th) of the
Lease Date, in which event, upon expiration of such Disposition,  PTI will again
have a Right of First  Refusal  as to such  portion  on the  terms  set forth in
Subsection 8(a) above.

          (d) The  foregoing  Right of First  Refusal  shall  apply  only to the
extent that the Colonial  Conduit or any applicable  portion thereof is still in
the state in which it was received by Colonial (e.g., if fibers were provided to
Colonial in "dark" condition,  then the Right of First Refusal will not apply if
such fibers are in a "lit" condition at the time of proposed Disposition; and if
Colonial  receives a Conduit and later  populates  the Conduit  with fiber,  the
Right of First Refusal will not apply to such fibers).

     9. Confidentiality. The parties hereto shall keep confidential all terms of
this Agreement, except to the extent that disclosure thereof is required by law,
agreed by the parties in writing.  In the event  either party hereto is required
to disclose any terms of this  Agreement  pursuant to  applicable  law, at least
three (3) days prior to disclosing the same (or such shorter period permitted by
law),  such party  shall  notify the other  party  hereto in writing and provide
copies of the terms that the party  intends to  disclose.  The  language  of the
press release  announcing this transaction shall be mutually agreed upon between
the parties hereto.  The parties  acknowledge that the transaction  contemplated
herein  is part of a larger  transaction  in which  certain  other  parties  are
contemplating  contribution  of  right  of way to PTI  in  exchange  for  equity
interests in PTI and that  disclosure of certain terms of this Agreement to such
parties  may  be  necessary  or  appropriate  in  connection   with  the  larger
transaction. PTI shall be permitted to make such disclosures,  provided that PTI
limits such  disclosures  to the extent  reasonably  necessary to consummate the
larger transaction.

     10.  Assignment.

          (a) Neither this  Agreement,  nor any of the rights  granted to PTI by
the terms of this Agreement,  shall be assigned by PTI without  Colonial's prior
written consent, which shall not be unreasonably withheld,  except that PTI may,
upon prior notice to Colonial, but without the necessity of obtaining Colonial's
prior  consent,  assign this  Agreement to an Affiliate of PTI.  Nothing  herein
shall prohibit PTI from involving customers or strategic or co-development



                                       -6-
<PAGE>

partners in  development of the  Telecommunications  Systems within the Colonial
Rights-of-Way  on  such  terms  as PTI may  determine  in its  sole  discretion,
provided  that:  (i) all such  activities  are conducted in accordance  with the
terms of this Agreement and the Lease,  (ii) PTI shall not be released from, and
shall remain fully liable to Colonial for all of its covenants,  liabilities and
obligations  hereunder  and under the Lease and for the acts or omissions of all
parties  claiming by,  through or under PTI within any  Colonial  Rights-of-Way;
(iii) PTI shall  remain the sole point of contact  with  Colonial;  and (iv) all
activities  of parties  claiming  by,  through or under PTI within any  Colonial
Rights-of-Way are conducted under PTI's supervision.

          (b)  Colonial  shall  have the right to assign,  license or  otherwise
transfer  this  Agreement  and/or  its  rights or  obligations  hereunder  as it
pertains to a particular  Segment (or discrete  portion thereof) of the Colonial
Rights-of-Way  in connection with a sale or other transfer of Colonial's  rights
within such Segment (or discrete portion thereof) to any third party;  provided,
however, that any such assignment or transfer shall be made subject to the terms
and  conditions of this  Agreement  and any such  assignee or  transferee  shall
continue to perform Colonial's obligations to PTI under the terms and conditions
of this  Agreement.  In addition to  Colonial's  rights  under  Subsection  7(c)
hereof,  Colonial also shall have the right, without PTI's consent, to assign or
otherwise  transfer this Agreement  and/or its rights or obligations  hereunder:
(i) to any entity that, indirectly or directly, is controlled by, controls or is
under common control with Colonial,  or to any entity into which Colonial may be
merged or consolidated or which purchases all or substantially all of the assets
of Colonial;  or (ii) as  collateral in  connection  with any  financings by any
lender.

     11. Notices. All notices,  demands,  requests,  or other writings delivered
pursuant to this  Agreement  shall be in writing and may be given  personally or
may be delivered by depositing  the same in the United  States mail,  certified,
registered or equivalent,  return receipt requested,  postage prepaid,  properly
addressed, and sent to the following addresses:

              If to Colonial:     Colonial Pipeline Company
                                  945 E. Paces Ferry Rd., N.E.
                                  Atlanta, Georgia  30326-0855
                                  Attention:  General Counsel
                                  Fax:  404-841-2315

              with a copy to:     Arnall Golden & Gregory, LLP
                                  1201 West Peachtree Street, Suite 2800
                                  Atlanta, Georgia 30309-2450
                                  Attention: Donald I. Hackney, Jr., Esquire
                                Fax: 404-873-8639

              If to PTI:          Pathnet Telecommunications, Inc.
                                  1661 Gateway Boulevard
                                  Richardson, Texas  75080
                                  Attention:  Senior Vice President, Engineering
                                  Fax:  972-231-9728



                                       -7-
<PAGE>

              with a copy to:     Pathnet Telecommunications, Inc.
                                  11720 Sunrise Valley Drive
                                  Reston, Virginia 20191
                                  Attention:  General Counsel
                                  Fax:  703-390-8127

or to such other  address  as either  party may from time to time  designate  by
written notice to the other party.  Notices given by mail as aforesaid  shall be
deemed  received and  effective  as of the first  Business  Day  following  such
dispatch; provided, however, that if any such notice or other communication also
shall be sent by telecopy or fax  machine,  such notice shall be deemed given at
the time and on the date of machine  transmittal if the sending party receives a
written send  verification  on its machines and forwards a copy thereof with its
mailed or courier delivered notice or communication.

     12.  Force  Majeure.  Any  failure or delay in the  performance  by a party
hereto  of its  obligations  hereunder  shall  not  constitute  a breach of this
Agreement,  and  each  party's  obligations  to  complete  actions  by  specific
deadlines  shall be delayed,  to the extent  attributable  to causes beyond that
party's control, including, but not limited to, acts of God, governmental action
(whether in its  sovereign  or  contractual  capacity),  fire,  flood,  or other
catastrophe, national emergency, insurrection, riot, and war.

     13.  Severability.  If any provision of this  Agreement or the  application
thereof,  shall be held invalid,  illegal or  unenforceable in whole or in part,
the  remainder  of this  Agreement  and the  application  thereof  shall  not be
affected,  and shall be enforceable to the full extent permitted by law, and the
portion  hereof  found to be invalid  shall be enforced  to the  fullest  extent
permitted by law,  and, if  possible,  shall be reformed to carry out as much as
possible the intent of the parties as expressed herein.

     14. Amendment.  This Agreement may be amended only by a written  instrument
executed  by both  parties  hereto.  No  failure  to  exercise  and no  delay in
exercising,  on the  part of a party  hereto,  any  right,  power  or  privilege
hereunder shall operate as a waiver of any other provision of this Agreement, or
as a waiver of that right,  power or  privilege  either  before,  or after,  the
period of waiver.

     15. Entire  Agreement.  This  Agreement and all Exhibits  attached  hereto,
constitute  the entire  agreement  of the  parties  hereto  with  respect to the
subject  matters  hereof,   and  supersede  any  and  all  prior   negotiations,
understandings and agreements, whether oral or written with respect hereto.

     16.  Applicable Law. This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Georgia, without regard to the
conflicts of laws provisions thereof.

     17.  Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.



                                       -8-
<PAGE>

     IN WITNESS  WHEREOF,  authorized  representatives  of Colonial and PTI have
executed this Agreement as of the date first set forth herein.



COLONIAL PIPELINE COMPANY               PATHNET TELECOMMUNICATIONS, INC.



By:   /s/ D.L. Lemmon                   By:  /s/ Richard Jalkut
     ----------------------------            -----------------------------
     Name:D.L. Lemmon                        Name:
     Title: President and                    Title:  CEO
               Chief Executive Officer






                                       -9-
<PAGE>
                                    EXHIBIT A

                                  FORM OF LEASE

                              (SEE EXHIBIT 10.7)
<PAGE>
                                    EXHIBIT B

                              DESIGNATED AFFILIATES


1. Specified Companies.

   Capline Pipeline Company
   Chicap Pipeline
   Cushing-Chicago Pipeline
   Dixie Pipeline Company
   Explorer Pipeline Company
   Inland Corporation
   Kaw Pipeline
   Olympic Pipeline
   West Shore Pipe Line (Including Badger)
   West Texas Gulf Pipe Line
   Wolverine Pipe Line
   Yellowstone Pipe Line

2. Affiliates of Colonial's Owners.

   All pipeline  companies in which 75% or more of the outstanding voting equity
interests  therein  are  held by one or more  entities  which  are  100%  owned,
directly or indirectly,  by any one or more of: (i) the following current owners
of Colonial's outstanding common stock (the "Colonial Owners");  (ii) any entity
which is the 100% owner,  directly or indirectly,  of such Colonial  Owners;  or
(iii) any entity  that is 100%  owned,  directly  or  indirectly,  by any of the
entities  included in clause (ii). For purposes of this paragraph,  the Colonial
Owners shall consist of:

   Atlantic Richfield Company (ARCO Pipeline) Amoco Pipeline Holding Company (BP
   Amoco  Pipeline) CITGO Pipeline  Investment  Company Conoco Pipe Line Company
   Koch Petroleum  Corporation Marathon Oil Company (Marathon Ashland Pipe Line,
   LLC) Mobil Pipe Line  Company  Phillips  Petroleum  International  Investment
   Company
   Texaco Trading and Transporation Inc. (Equilon Pipeline Company, LLC)
   Union Oil Company of California