LIQUIFIED PETROLEUM GAS CONTRACT

               THIS IS A CONTRACT effective July 1, 1996, between
     SHELL OIL COMPANY, P.O. Box 576, Houston, TX 77001 ("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.  Reference Exhibits A and
     B attached herewith.

            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 or 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.  Reference Exhibits A and B attached
     herewith.

            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.  Reference Exhibits A and B attached
     herewith.

            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     Destination Deliveries.  All deliveries of Product
     at Buyer's destination(s) shall be made by any means of
     transportation, at such times and in any delivery equipment Shell
     may select.  Buyer shall not divert any delivery equipment from
     its destination originally invoiced by Shell without Shell's
     prior consent.  Buyer shall provide facilities for unloading and
     shall pay all of the carrier's demurrage and miscellaneous
     charges.  Buyer shall also be responsible for any additional
     transportation expense and/or terminal charge for unloading
     returned Product if Buyer fails for any reason other than Shell's
     fault to accept all or any part of the delivery.  Delivery in
     tank cars at any plant of Buyer shall mean delivery at the
     railroad siding designated by Buyer or, absent such designation,
     the railroad delivery point nearest such plant.

            4.4     Measurements.  Quantities of Product delivered
     shall be determined (a) if into or by transport truck, be 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 various Florida Sidings, destinations 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 harmless Shell, it-a
     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 immediately notify Shell in
     writing of any claim made against Buyer or Shell 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 of 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 car, 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 designations).  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              SHELL OIL COMPANY ("Shell")
     ("Buyer")

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

              Kris Lindsey                    W. R. DAVENPORT, JR.    
          (Type or Print Name)                (Type or Print Name)

        Executive Vice President             MANAGER NGL MARKETING &
       (Title of Officer or Agent)       SUPPLY                       
                                           (Title of Officer or Agent)

     Date:  December 17, 1996            Date:  3/21, 1997            


                                 EXHIBIT A

          2.1  Products-Quantities.  Shell shall sell and deliver to
     Buyer, and Buyer shall purchase and accept from Shell, "Shell"
     Propane HD-5 ("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      546     October  1,105  January  1,210   April    615

     August    695     November 1,060  February 1,290   May      590

     September 875     December 1,340  March    1,300   June     520

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

          3.   PRICES.

          3.1  Definitions.  The price for the Product, F.O.B. various
     Florida destinations shall be determined by adding the mean (sum
     of high/low OPIS prices divided by two) spot prices of propane at
     Mont Belvieu (TET)  as published by Oil Pricing Information
     Service (OPIS/Petroscan) for  the following weekly OPIS  report 
     days:  Thursday, Friday, Monday, Tuesday, and Wednesday and
     dividing the sum by five (5).  This average price will have 12.25
     cents per gallon differential added for freight loading, margin
     and car costs for the months of April September and 12.75 cpg for
     the months of October - March.  This calculation will be
     completed by Shell on Thursday and Friday each week and is
     effective for all product purchased beginning on the following
     Monday through Sunday.  In the event OPIS fails to publish a
     price for any of these days, the day or days will be excluded
     from the calculation.

          4.1  Places.  The Product shall be delivered to Buyer at
     various Florida rail sidings.  However, Shell shall have the
     right at any time or times to change any place of delivery from
     origin to Buyer's destinations) 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.

     /s/ Kris Lindsey                        /s/ W.R. Davenport, Jr.  
      EMPIRE GAS ("Buyer")                     SHELL OFFSHORE INC.


                                 EXHIBIT B

          2.1  Products-Quantities.  Shell shall sell and deliver to
     Buyer, and Buyer shall purchase and accept from Shell, "Shell"
     Propane HD-5 ('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      210     October   210    January    210     April     210

     August    210     November  210    February   210     May       210

     September 210     December  210    March      210     June      210

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

          3.   PRICES.

          3.1  Definitions.  The price for the product FOB Mt. 
     Belvieu shall be the mean (sum of the high plus the low divided
     by two) spot price of propane at Texas Eastern Pipeline Terminal
     (TET) Mt.  Belvieu as reported by Oil Pricing Information Service
     (OPIS/Petroscan) for all reporting days of the month plus the
     following respective monthly differentials: April - September
     1.74; October and March 2.24; November - February 2.49.  Should
     Shell be unable to deliver any portion of the above portions at
     Grangeville, then that portion of the undeliverable volume will
     be made available at Hattiesburg in-line at an additional charge
     of .88 cents per gallon.

          4.   DELIVERIES.

          4.1  Places.   The Product shall be delivered to Buyer at
     Shell's origin at the Grangeville Dixie Pipeline Injection Point. 
     However, Shell shall have the right at any time or times to
     change any place of delivery from origin to Buyer's destinations)
     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.

     /s/ Kris Lindsey                        /s/ W.R. Davenport, Jr.  
      EMPIRE GAS ("Buyer")                     SHELL OFFSHORE INC.