LIQUIFIED PETROLEUM GAS CONTRACT

                    THIS IS A CONTRACT effective July 1, 1996,
          between SHELL ANACORTES REFINING COMPANY, P.O. Box 700,
          Anacortes, WA 98221 ("Shell"), and EMPIRE GAS CORPORATION
          ("Buyer").

               1.   TERM.  This Contract shall be in effect for a
          term beginning on July 1, 1996, and ending on June 30,
          1997.

               2.   PRODUCTS-QUANTITIES-QUALITY.

               2.1  Products-Quantities.  Shell shall sell and
          deliver to Buyer, and Buyer shall purchase and accept
          from Shell, "Shell" Commercial Grade Propane ("Product")
          in such quantities as Buyer shall order from time to
          time, but, during any calendar month, not less than 90%
          nor more (except at Shell's option) than all of the
          quantity specified for such month in the following
          schedule (in thousands of gallons):

          July      125 October   125   January    125   April  125

          August    125 November  125   February   125   May    125

          September 275 December  125   March      125   June   125

          provided that Buyer shall order and accept deliveries in
          quantities and at intervals approximately equal during
          each month.

               2.2  Quality - Warranty Disclaimer.  The Product
          shall meet Shell's own specifications in effect at the
          time of delivery; but SHELL OTHERWISE MAKES NO WARRANTIES
          OF QUALITY, MERCHANTABILITY OR FITNESS AS TO THE PRODUCT,
          AND NONE SHALL BE IMPLIED.

               2.3  Excess Quantities.  Shell's sale and delivery
          during any month of more of any product than the quantity
          specified in the Schedule for that month, whether
          resulting from Shell's voluntary act, Shell's compliance
          with any allocation or other legal requirement, or any
          other cause, shall not be deemed to increase or otherwise
          amend such specified contract quantity as to any future
          month unless expressly so agreed in writing by Shell and
          Buyer.

               2.4  Quantity Limitation.  Shell may, at its option,
          after the initial three months of the term, limit the
          quantity of any Product to be supplied in any month to a
          quantity which is the same percentage of contract
          quantity for that month as the average percentage of
          contract quantities actually delivered during the last
          preceding three months.

                    3.   PRICES.

               3.1  Definitions.  The price for the Product, F.O.B.
          each place of delivery which is a destination of Buyer,
          shall be Shell's established price for Buyer's class of
          purchaser for such Product, in effect at the time of
          shipment for the place and method of delivery; and the
          price for the Product, F.O.B. each place of delivery
          which is an origin of Shell, shall be Shell's established
          price for Buyer's class of purchaser for such Product, in
          effect at the time and for the place of delivery.  Such
          prices may be ascertained at Shell's offices first herein
          specified or such other place as may be designated by
          Shell.

               3.2  Payments.  Buyer shall pay for the Product
          delivered on such terms as Shell shall prescribe, any of
          which may be altered or revoked by Shell at any time by
          notice to Buyer (which may be given by telephone or
          regular mail).  Payment shall be deemed made when
          received by Shell.

                    4.   DELIVERIES.

               4.1  Places.  The Product shall be delivered to
          Buyer at Shell's origin(s) (including pipeline terminals)
          at Anacortes.  However, Shell shall have the right at any
          time or times to change any place of delivery from origin
          to Buyer's destination(s) or from Buyer's destination to
          origin, and to change any origin either to another one
          specified in this article 4.1 or to a new one designated
          by Shell, by giving Buyer at least 15 days' prior notice
          or such shorter notice as may be reasonable in emergency
          situations.  Such notice shall specify the new place of
          delivery, the effective date of the change, and, for
          Buyer's information, Shell's then-current price for the
          Product, F.O.B. that place.  If shell exercises this
          right, Buyer may, within 15 days after Shell's notice,
          terminate this Contract as to the Product and place of
          delivery by giving Shell at least five days' notice.

               4.2  Buyer's Orders.  Buyer's orders and shipping
          instructions shall be given to Shell in such manner as
          Shell shall designate by telephone or regular mail from
          time to time.

               4.3  Origin Deliveries.  All deliveries of Products
          at Shell's origin(s) shall be into delivery equipment
          (including any pipeline) selected by Buyer and acceptable
          to Shell.  Shell shall not be obligated to deliver the
          Product in bulk in any quantity less than the maximum
          full load delivery permitted by applicable law for the
          type of delivery equipment (including any pipeline)
          utilized, or outside of the usual business hours of
          Shell's plant.  All delivery equipment and transportation
          shall comply with applicable laws, regulations, and
          tariffs.

               4.4  Measurements.  Quantities of Product delivered
          shall be determined (a) if into or by transport truck, by
          meters, scale weight, or certified calibration, at
          Shell's option, (b) if into or by tank car, by official
          capacity table, or (c) if into pipeline, by the pipeline
          meters.  Every quantity, however determined, shall be
          corrected to a temperature of 60 F in accordance with
          Table 24 of the ASTM-IP Petroleum Measurement Tables in
          effect at the time of determination.

               4.5  Rail Cars.  Each rail car in which Shell ships
          Product during the period of this contract shall be
          deemed in the possession and care of the Buyer when such
          car is delivered to Buyer's siding at Anacortes by the
          delivering railroad.  With respect to any rail cars used
          by Shell delivering Product to the Buyer's destination:
          Buyer shall mail bills of lading for empty tank cars to
          Shell immediately upon unloading, shall pay all the
          railroad carrier's demurrage and miscellaneous charges,
          and shall pay Shell the detention charges for delays in
          unloading for each full or fractional calendar day during
          which any car remains in the Buyer's possession beyond
          the free time specified below:

                    CAR CAPACITY   FREE TIME      DAILY RATE
                       30,000       5 DAYS          $50.00

                    4.5.1  Damage to Rail Cars.  If any car is
          damaged in any respect or defective when it enters
          Buyer's possession, Buyer shall promptly give written
          notice thereof to shell by letter, telegram or facsimile
          and also to an authorized agent of the delivering
          railroad.  Buyer shall not undertake any repair of or
          other work on the car without the prior written approval
          of Shell.  When possession of any car is surrendered by
          the Buyer, it shall be in as good a condition as when
          received by Buyer, excepting only reasonable wear and
          tear, and damage or destruction not arising out of any
          negligence or otherwise wrongful act of the Buyer or any
          agent of the Buyer.

               4.6  Title.  Title to any Product delivered shall
          pass to Buyer when it enters any equipment or facility
          (including any pipeline) provided by or for the account
          of Buyer to receive the same, or is otherwise placed in
          Buyer's possession, at a place of delivery hereunder.

                    5.   SHELL'S IDENTIFICATIONS.  This Contract
          does not grant to Buyer any right to use Shell's
          trademarks, brand names, service marks or color schemes
          in connection with the identification, advertising, sale,
          transportation use or other disposition of the Product
          purchased hereunder, or to represent to Buyer's customers
          (actual or prospective) or to the public generally that
          the Product was purchased from Shell.

                    6.   ASSIGNABILITY.  Neither this Contract nor
          any claim against Shell arising directly or indirectly
          out of or in connection with this Contract shall be
          assignable by Buyer or by operation of law without the
          prior written consent of Shell.  Any assignment made in
          violation of this article shall be null and void.

                    7.   TAXES AND CHARGES.  Buyer shall pay any
          tax, duty, fee or other governmental charge, or any other
          public or private fee, charge or assessment now or
          hereafter levied on the product delivered hereunder, or
          on any of its constituent materials, or on Shell, or
          required to be paid or collected by Shell, by reason of
          the purchase, receipt, importation or manufacture of such
          Product or constituent materials by Shell, or levied on
          or incurred in connection with or incidental to the sale,
          transportation, storage, delivery or use of the Product,
          insofar as the same is not expressly included in the
          prices hereunder.

                    8.   INDEMNITY - CLAIMS.

               8.1  Indemnity.  Buyer shall defend, indemnify and
          hold harmless Shell, its directors, employees and agents,
          to the fullest extent permitted by law, against all
          claims, suits, liabilities, judgments, losses and
          expenses (including attorneys' fees and other costs of
          litigation) arising out of any bodily/personal injury,
          disease or death of persons (including Buyer or Buyer's
          employees) or damage to property (including Buyer's)
          caused by or happening in connection with Buyer's
          receipt, loading, transportation, unloading, storage,
          handling, sale, use or other disposition of the Product
          sold hereunder, or other activity of Buyer relating to
          the Product, except to the extent caused (a) by the
          negligence or fault of Shell, its directors, employees or
          agents, or (b) by defects in the Product not caused or
          contributed to by any negligence or fault of Buyer or
          Buyer's employees, agents, or contractors.  In addition,
          Buyer shall defend, indemnify and hold harmful Shell, its
          directors, employees and agents, against all consequences
          resulting from Buyer's failure to comply with all laws,
          rules and regulations relating to environmental
          protection.  Shell shall have the right, but not the
          duty, to participate in the defense of any claim or
          litigation with attorneys of Shell's selection without
          relieving Buyer of any obligations hereunder.  Buyer has
          the obligation and duty to promptly notify Shell in
          writing of any claim made against Buyer or any claim made
          against Shell for which the Buyer has knowledge in
          connection with the use, receipt, handling, loading,
          transportation, storage, sale or other disposition of the
          Product.  Buyer's obligations hereunder shall survive any
          termination of this Contract.

               8.2  Claims.  Shell shall have no liability to Buyer
          for any defect in quality or shortage in quantity of the
          Product delivered unless (a) Buyer gives Shell notice of
          Buyer's claim within five days after delivery or such
          product, or in the case of any latent defect in quality,
          within five days after Buyer's discovery of such defect
          but in no event later than 30 days after delivery of such
          Product; (b) Shell is given reasonable opportunity to
          inspect the Product and to take and test samples thereof,
          and (c) in case of delivery by tank care, the claim, if
          for anything other than latent defect in quality, is
          allowed by Shell before the Product is unloaded from the
          tank car and, if for shortage in quantity, is for an
          amount in excess of 2% of the quantity shown on the bill
          of lading.  In any event, Shell shall not be liable for
          any such claim in excess of the purchase price of the
          Product or for any consequential commercial damages. 
          Every initial notice of claim shall set forth fully the
          facts on which the claim is based and shall be formally
          documented, in writing, to Shell within 60 days after
          initial notice.

                    9.   EXCUSES FOR NONPERFORMANCE.  Either Shell
          or Buyer will be excused from its obligations under this
          Contract (except financial) to the extent that
          performance is delayed or prevented by any circumstances
          reasonably beyond its control; or by fire, explosion,
          mechanical breakdown, strikes or other labor trouble,
          plant shutdown, riots or other civil disturbances, or
          voluntary or involuntary compliance with any law,
          regulation or request of any governmental authority; or
          by unavailability of or interference with Shell's usual
          sources of the Product or crude oils or other constituent
          materials, or the usual means of transporting any of the
          same, or that shell cannot reasonably acquire access to
          railroad delivery equipment to deliver Product at Buyer's
          designation(s).  If, due to any of the foregoing reasons,
          there should be a shortage of any Product from any
          source, Shell will not be obligated to purchase supplies
          from any other than its usual sources or to divert
          supplies in order to perform this Contract and may
          apportion its available supplies among its contract and
          non-contract customers and its own internal uses in such
          manner as it finds fair and reasonable.  Quantities of
          Product consequentially undelivered will be deducted from
          the applicable remaining quantity obligation unless the
          parties agree otherwise in writing.

                    10.  REMEDIES - WAIVER.  In the event of
          Buyer's breach of any provision of this Contract; or
          Buyer's default in payment of any indebtedness to Shell,
          whether under this Contract or otherwise; or initiation
          of any bankruptcy, insolvency, receivership or other like
          proceeding by or against Buyer; or Buyer's failure to
          comply with any federal, state or municipal law,
          ordinance, regulation, order, license or permit relating
          to the operations of Buyer in connection with the
          Product, Shell shall have the right, in addition to any
          other rights or remedies it may have, to suspend
          deliveries hereunder or to terminate this Contract by
          giving Buyer notice.  Shell's right to require strict
          performance of Buyer's obligations hereunder shall not be
          affected in any way by any previous waiver, forbearance,
          course of dealing, or trade custom or usage.

                    11.  NOTICES.  Every notice hereunder (except
          when otherwise specified and subject to any requirements
          of law) shall be given by certified or registered letter,
          telegram, facsimile (if Shell acknowledges receipt
          thereof) or telex and shall be deemed given when the
          letter is deposited in the U.S. mail or the telegram or
          telex or facsimile is dispatched, postage or charges
          prepaid, and directed to Shell or Buyer (as the case may
          be) at its address first herein specified, or at such
          other address as either may have substituted by notice so
          given to the other.

                    12.  ENTIRETY - RELEASE - EXECUTION.  This
          Contract, as of the beginning date of its term, contains
          the complete and exclusive agreement of, and terminates
          all prior contracts between Shell and Buyer concerning
          the Product, and Shell and Buyer each release the other
          from all claims arising in connection with any such prior
          contract including any railroad lease agreements,
          excepting however, claims of Shell against Buyer for
          indebtedness, reimbursement or indemnification.  Neither
          this contract nor any subsequent agreement amending or
          supplementing this Contract shall be binding on Shell
          unless and until it has been signed for Shell by a duly
          authorized representative, and commencement of
          performance hereunder or under any such subsequent
          agreement shall not constitute a waiver of this
          requirement.


                    EXECUTED on the date(s) specified below.

          EMPIRE GAS CORPORATION ("Buyer")   SHELL OFFSHORE INC.
                                                  ("Shell")

          By  /s/ Kris Lindsey          /s/ W.R. Davenport, Jr.   

          Kris Lindsey                  W.R. Davenport, Jr.       
          (type or print name)               (type or print name)

          Vice President
          __________________________    Manager NGL Marketing & Supply
          (Title of Officer or Agent)

          Date:  June 6, 1996           Date: July 3, 1996