Warren Petroleum Company                         Propane Sales Agreement
   A Division of Chevron U.S.A. Inc.
   P.O. Box 1589, Tulsa, OK 74102 * Phone (918) 560-4000

   Prepare in original and five copies
    Purchaser                        Confirming Arrangements Made With
    Empire Gas Corporation           Marty Lerum

    Address                          Arrangements Made By    Date
    P.O. Box 303                     R. E. Siedell           August 23, 1995
    City, State, Zip                 Warren No.              Purchaser No.
    Lebanon, MO  65536               25076

    1. Term:  Warren will sell the following during period from September
    01, 1995                  ( ) Expires on__________________
    (X)  Until May 31, 1996      and continuing month to month thereafter
    unless and until canceled at the end of any month by either party giving
    the other not less than   60   days written notice prior to the proposed
    termination date.

                                                                      Product
                  Approx.   Unit    Meas.                    Del.      Price
                   Vol.      of     Basis      Location     Method
                  (net @   Measure  (see 2)                  (see 2)   Cents/
                   60                                                  Gallon
                  degrees
                     F)
    -------------------------------------------------------------------------
    Propane GPA     See    Gallons    T      Pascagoula, MS      T     Posted
    Specifications  Attch.                                           price at
                    A                                                 time of
                                                                      lifting
    -------------------------------------------------------------------------
    2. Measurement/Delivery Method   V - Volumetric per API Tables 23 and 24
       (see above)                       or 23A and 24A or 5A and 6A

       T.   Trucks       Other       M - Mass per GPA 8182
                     ____________    O - Origin  D - Destination
                     ____________
       C.   Tank Cars    ____________
                     ____________
                     ______
    -------------------------------------------------------------------------
    3. Product:  (X)  Stenched    ( )  Unstenched
    -------------------------------------------------------------------------

                                  WARNING

 It is important that you periodically remind your customers and employees
 that even though ethyl mercaptan has been recognized as the best available
 odorant for propane, no odorant is effective 100% of the time.  The odor
 of the gas may, under some circumstances, be reduced or lost if put into a
 tank that is new or that has been exposed to the air for extended periods.
 Electronic gas detectors (that emit a shrill sound in the presence of gas)
 should be recommended to your customers as an additional safety measure for
 detecting leaks.  Your customers should be familiar with the smell of the
 odorant and their ability to smell it.  Inform them that colds, allergies,
 smoking, alcohol, age, competing odors and simply "getting used to" the
 odor can cause them not to detect escaping gas.  Familiarize yourself, your
 employees and your customers with the potential limitations of the odorant
 and the alleged phenomenon of "odor fade".  Warren's Odorization Bulletins,
 Safety Guide and other safety materials are available to help with this
 familiarization.  If you need additional information or materials to
 properly educate your employees and customers, please contact the NPGA,
 your state organization, or Warren Petroleum Company.

    ------------------------------------------------------------------------
    4. Seller send statements, invoices and shipping documentation to:
       Ms. Gwen Hogan
       Empire Gas Corporation
       P.O. Box 303
       Lebanon, MO  65536
    ------------------------------------------------------------------------
    5. Terms of Payment:
       1% EFT 14 days.
    ------------------------------------------------------------------------
    6. Special Provisions:
    ------------------------------------------------------------------------
    7. In addition to the above terms and conditions, the General Provisions of
  this Product Sales Agreement and all Attachments are incorporated herein
  by reference and made a part of this Agreement.  If you are in agreement
  with the foregoing terms and conditions including the indemnity
  provision, please so indicate by signing below and returning one copy of
  the Agreement to Warren.
    ------------------------------------------------------------------------

    Accepted and Agreed to:           Warren Petroleum Company
    Empire Gas Corporation            A Division of Chevron U.S.A. Inc.
    By  /s/ Kris Lindsey              By  /s/ R.E. Siedell
    Title  V.P.           Date        Title
                         9/5/95       District Manager

    ------------------------------------------------------------------------
    Distribution:  Buyer for File     Distribution Section, Tulsa
     Buyer for acceptance and         Marketing Department, Tulsa
     return to Warren's Tulsa         Retained by Originator
     Office
     Accounting Division, Tulsa


                      GENERAL PROVISIONS PROPANE SALES

1.   DELIVERIES
   A.   When delivery is point of origin, delivery shall be deemed to have
        been completed:
     1.   To tank tricks when the product has actually been delivered into
          the trust;
     2.   To tank cars when the carrier accepts the same for shipment;
     3.   To pipelines upon metering of the product;
   B.   When delivery is point of destination, delivery shall be deemed to
        have been completed:
     1.   From tank trucks when truck has been placed at buyer's facilities
          for unloading;
     2.   From tank cars when carrier delivers same at the destination;
   C.   Seller shall not be liable to Buyer for quantity or quality of
        product, after completion of delivery.  Buyer agrees that the
        handling, care or use of product shall thereafter be at Buyer's
        sole risk and expense.

2.   MEASUREMENT - Measurement shall be done in the manner customarily
     utilized at the point of delivery in accordance with one of the
     following alternatives.
   A.   On all deliveries into/out of tank cars, the quantity shall be
        determined by official tank car capacity tables, meters with no
        vapor return, or by weighing, in accordance with GPA Publication
        8162,8173 and all revisions thereof.
   B.   On all deliveries into/out of transport and tank truck equipment,
        quantities shall be determined by meter with no vapor return, slip
        tube, rotary gauging device or weighing, in accordance with GPA
        Publication 8162, all appropriate GPA and API standards and all
        revisions thereof.
   C.   On all deliveries into/out of pipeline, quantity shall be
        determined by turbine or positive displacement pipeline meter in
        accordance with API Manual of Petroleum Measurement Standards.
   D.   All quantities shall be corrected to 60 degrees Fahrenheit and
        equilibrium vapor pressure at 60 degrees Fahrenheit.
   E.   Volume and compressibility correction factors shall be determined
        from referenced API tables or computer programs used to generate
        these tables.

3.   PASSAGE OF TITLE AND WARRANTY OF TITLE - Title to the product and risk
     of loss shall pass to Buyer upon delivery.  Seller warrants to Buyer
     that it has title to the product(s) delivered by it hereunder and the
     right to deliver same, and agrees to indemnify, defend and hold the
     Buyer harmless from and gains any loss, claim or demand by reason of
     any failure of such title or breach of this warranty.  SELLER MAKES NO
     OTHER WARRANTY WITH RESPECT TO THE PRODUCT OR OTHERWISE, INCLUDING,
     WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR
     A PARTICULAR PURPOSE.

4.   TAXES - Any tax, fee, or other exaction, now or hereafter, levied or
     assessed by any governmental authority upon, or as a result of the
     transaction herein provided for, or the goods or source materials
     thereof which ar the subject matter of this Agreement, shall, if
     payable by Seller, be paid by Buyer on demand by Seller.  Any personal
     property taxes levied or assessed by any governmental authority upon
     the products covered by this Agreement shall be paid by the party
     having title thereto at the time of such assessment.  Buyer shall
     furnish Seller proper exemption certificate where tax exemption is
     claimed on any product(s) delivered hereunder.

5.   GOVERNMENT REGULATIONS & LAW - Seller warrants that the product it
     delivers hereunder will be produced and delivered in full compliance
     with all applicable federal and state laws and regulations and all
     Presidential Proclamations which may be applicable.  This agreement
     shall be subject to the jurisdiction of, governed by and construed in
     accordance with the laws of the State of Oklahoma including the
     Uniform Commercial Code.  Seller agrees to comply with the provisions
     contained in Exhibit "A" if attached hereto, to the extent that such
     provisions are legally applicable to Seller.

6.   FORCE MAJEURE - If either party is rendered unable, wholly or in part,
     to perform its obligations under this Agreement (other than to make
     payments due hereunder) due to force majeure, defined herein as any
     cause or causes beyond its control, then in any such event, it is
     agreed that the affected party shall give prompt notice and full
     particulars of such force majeure to the other party.  The obligations
     of the affected party shall be suspended for the duration of such
     inability to perform but for no longer period and such cause shall, so
     far as possible, be remedied with all reasonable dispatch.

7.   ASSIGNMENT - This Agreement shall extend to and be binding upon the
     parties thereto, their heirs, successors and assigns; but it is
     expressly agreed that neither party shall voluntarily assign this
     Agreement without the prior written consent to the other.

8.   NOTICE - Any notice hereunder shall be in writing and shall be
     delivered personally, by mail, by fax, by telex, or by telegram to the
     address set forth on the attached agreement, unless changed by notice. 
     such notice shall be deemed to have been given on the date of the
     delivery thereof.

9.   WAIVER - The waiver by either party of the breach of any provision
     hereof by the other party shall not be a waiver of the breach of any
     other provision or provisions hereof or of any subsequent or
     continuing breach of such provision or provisions.

10.  ALTERATIONS - No oral promises, agreements or warranties shall be
     deemed a part hereof, nor shall nay alteration or amendment of this
     Agreement, or waiver of any of its provisions, be binding upon either
     party hereto unless the same be in writing, signed by the party
     charged.

11.  INVOICES AND TERMS OF PAYMENT - Invoices will be prepared by Seller
     and transmitted to the Buyer from time to time during the month. 
     Unless otherwise specified, payment is due within ten (10) days after
     receipt of invoice.  If payment is not made within the time allowed
     under this Agreement, then Seller may charge interest on the unpaid
     balance at the lesser of 11/2% per month or the highest rate permitted
     by Oklahoma law and Seller shall be entitled to recover its reasonable
     costs of collection, including attorney's fee.

12.  FINANCIAL RESPONSIBILITY - If in the judgment of Seller the financial
     responsibility of Buyer becomes impaired or unsatisfactory, advance
     cash payments or acceptable security (including, but not limited to a
     letter of credit form a financial institution acceptable to Seller)
     may be required by Seller, and if Buyer fails to provide such, Seller
     may without waiving any rights or remedies, withhold further
     deliveries until such payment or security is received.  Buyer's duty
     to provide the hereinabove credit assurance shall be a condition
     precedent to Seller's obligation to perform under this agreement.

13.  CONFLICTS OF INTEREST - No director, employee or agent of either party
     shall give or receive any commission, fee, rebate, gift or
     entertainment of significant cost or value in connection with this
     Agreement.  Any representative(s) authorized by either party may audit
     the applicable records of the other party solely for the purpose of
     determining whether there has been compliance with this paragraph.

14.  AUDIT - Each party and its authorized representatives shall have
     access to the accounting records and other documents maintained by the
     other party which relate to the product being sold to the other party
     under this Agreement and shall have the right to audit such records
     once a year a any reasonable time or times during the term of this
     Agreement and for two years after the year in which this Agreement
     terminates.  Neither party shall make claim on the other for any
     adjustment after said two-year period.

15.  TANK CARS - If Seller's tank cars are used and they are not unloaded
     and returned to railroad, Buyer shall be liable to Seller for rental
     at the rate of $50.00 for each day or fraction thereof in excess of 7
     days.  Tank cars shall not be diverted without Seller's written
     consent.

16.  QUALITY - All products delivered under this Agreement shall meet the
     latest GPA specifications for that product and contain no deleterious
     substances.  Product delivered under this agreement shall not contain
     concentrations of any contaminations that may make it or its
     components commercially unacceptable in general industry application. 
     Any requirements of buyer pertaining to potential contaminants and/or
     specific hydrocarbon composition not listed in the product
     specification must be identified by buyer and allowable concentrations
     agreed to in writing by both parties prior to delivery.

17.  SHORTAGE OF PRODUCTS - Due to uncertainties in the supply/demand
     situation, Warren may not have sufficient supplies of product to be
     delivered hereunder to meet the full requirements of all of its
     customers, contract or otherwise.  whenever that situation exists,
     Warren shall have, in addition to any other rights Warren may have
     under this Agreement, the right to reduce deliveries of such product
     on any basis which in Warren's opinion is equitable, allowing for such
     priorities to such priorities to such classes of customers as Warren
     deems appropriate.  If any such reduction occurs, Buyer shall have the
     option to terminate this Agreement as to any or all products by
     fifteen (15) day's notice, given within thirty (3) days of the notice
     of reduction.

18.  BRAND NAMES - Unless otherwise specifically agreed, Buyer shall not
     represent or permit any other person to represent, that the product
     delivered hereunder is the product of Warren.  All products delivered
     to Buyer hereunder shall be used or sold under Buyer's own brand names
     or under brand names approved by Warren, and Buyer shall not authorize
     or permit said product to be used or sold under any other brand names.

19.  CONDUCT OF BUYER'S BUSINESS - Buyer in the performance of this
     Agreement is engaged in an independent business and nothing herein
     contained shall be construed as giving Warren any right to control
     Buyer in any way in its performance of its business.  Warren has no
     right to exercise control over any Buyer's employees.  All employees
     of Buyer shall be entirely under the control and direction of Buyer
     who shall be responsible for their actions. and omissions

20.  INDEMNITY - If Warren provides adequate documentation of the
     odorization required by this contract, buyer agrees to define and hold
     Warren harmless from all expenses (including attorney's fees) or
     liability arising from any claims of whatever kind due to injuries or
     damages which occur after delivery to Buyer in connection with the
     transportation, use or handling of product covered hereunder.  BUYER'S
     INDEMNITY OBLIGATION SHALL BE APPLICABLE EVEN IF SUCH DAMAGES ARE
     DETERMINED TO HAVE BEEN PARTLY CAUSED BY THE FAULT OF SELLER OR IF
     LIABILITY WITHOUT FAULT IS IMPOSED ON SELLER, THE ONLY EXCEPTION TO
     SUCH OBLIGATION BEING WHERE THE FAULT OF SELLER IS DETERMINED TO BE
     THE SOLE CAUSE OF SUCH DAMAGES.

21.  PRICES - Prices hereunder may be changed at any time by Warren upon
     notice given either electronically (i.e. fax, DTN or phone) or by U.S.
     Mail, effective when sent.  If any such notice shall increase Warren's
     price to Buyer at any shipping point or destination above Warren's
     price for such product or freight in effect during the elapsed portion
     of the calendar year in which Warren's notice is effective, Buyer may
     by written notice to Warren given and effective within fifteen (15)
     days the date of Warren's notice, terminate this contract with respect
     to such shipping ponit or destination.

22.  ODORIZATION - Unless otherwise specifically agreed in writing, Buyer
     hereby requests that the propane sold hereunder be odorize with not
     less than 1.0 lb. of ethyl mercaptan per 10,000 gallons.  Buyer
     warrants that compliance with its request will satisfy all applicable
     legal requirements.

23.  PRODUCT HAZARDS - Buyer acknowledges receipt of Warren's Safety
     Bulletin for odorized propane and is knowledgeable of the hazards or
     risks in handling or using the product.  Buyer agrees that Buyer shall
     inform its employees, contractors and customers of any hazards or
     risks associated with the product.  Warren will make available to
     Buyer Warning Decals that are intended to be placed on consumer tanks
     or equipment and copies of its Safety Guide.  Buyer agrees to supply
     its customers with these materials or other reasonably equivalent
     safety material to warn them of the potential hazards or risks in
     using odorized propane.

24.  INCIDENT - Buyer shall notify Warren as soon as possible after it
     becomes aware of any fires or explosions occurring at locations
     propane purchase hereunder is used.  Buyer will inform Warren if said
     product is involved and will fully cooperate with Warren in obtaining
     a propane sample and any other investigation Warren deems necessary.

Buyers Initials __________


                              ATTACHMENT A TO
                   PROPANE SALES AGREEMENT NO. 25076

1.   TRADEMARK.  Buyer acknowledges that the CHEVRON and WARRENGAS
     Trademarks are valuable property rights belonging to Chevron
     Corporation and its subsidiaries, including Chevron U.S.A. inc. and
     that any use thereof by Buyer in connection with this agreement is
     solely for the purposes of advertising products obtained from such
     subsidiaries.  Upon termination of this agreement, Buyer agrees that
     it will make no further use of such trademarks or any other mark, name
     or designs confusingly similar therewith.

2.   QUANTITY.  During the term hereof, Buyer agreed to buy the product
     herein specified in monthly quantities of not less than the minimum
     set forth below and Warren agrees to sell said quantities to Buyer. 
     Buyer shall purchase such entities as evenly as possible during each
     month.  If during any period of this agreement the quantity of product
     Warren is obligate to deliver to Buyer is prescribed by government
     rules, regulations or orders, then the quantity of product covered by
     this agreement shall be the quantity so prescribed for such period and
     Buyer agrees to buy and Warren agrees to sell such Quantity.

                      VOLUME (IN THOUSAND OF GALLONS)

                    EST. VOL.                        EST. VOL.
      April             36                October         36               

      May               36                November        45               
                                                          
      June              18                December        45               
                                                          
      July              18                January         54               
                                                          
      August            27                February        45               
                                                          
      September         36                March           36               
                                                          

For the purpose of determining compliance with the above quantity schedule,
purchase of product shall be allocated to the month in which shipment is
made.  Should either party fail to comply in any amount with the above
schedule, the other party may elect to terminate this agreement by mailing
notice of such termination on or before the 20th day of the succeeding
month.  If the Buyer fails to purchase 100% of the above specified minimum
monthly quantities during any month or months and Warren does not elect to
terminate this agreement, Warren shall not be obligated hereunder to sell
to Buyer in any of the succeeding six months more than one and one half
times the average monthly quantity which Buyer actually purchased during
the preceding six-month period.

When delivery is into tank trucks furnished by Buyer, the delivery ticket
showing the quantity delivered shall be signed by the loader as the agent
of Warren and by the truck driver as the agent of the Buyer; such
quantities shall be conclusively presumed to have been delivered to Buyer.

On or before the 1st day of each month Buyer shall inform Warren of
quantities required during such month, delivery dates, and when applicable,
destinations of each shipment.  Warren shall not be obligated to ship less
than a tank car or tank truck load.


3.   Method of Delivery:     _X_      By tank truck furnished by Buyer.

                                      By tank truck furnished by Warren.

                                      By tank truck furnished by _____ with a

                                      capacity of _____ gallons each.

                             PRICE INFORMATION

            Prices in effect as of  August 24, 1995  

      Sales based on (X) Shipping point price or ( ) Destination price

  SHIPPING OR
     PRICING                                     PRICE IN       FREIGHT
     POINTS      DESTINATIONS     PRODUCTS    CENTS/GALLONS     CHARGES
   --------------------------------------------------------------------------
  Pascagoula,      Various        Propane         33.75           N/A
       MS

                            ------------------------


Warren Petroleum Company                              Propane Sales Agreement
A Division of Chevron U.S.A. Inc.

P.O. Box 1589, Tulsa, OK 74102 * Phone (918) 560-4000

Prepare in original and five copies
-----------------------------------------------------------------------------
Purchaser                          Confirming Arrangements Made With
Empire Gas Corporation             Marty Lerum
-----------------------------------------------------------------------------
Address                            Arrangements Made By      Date
P.O. Box 303                       R. E. Siedell             August 24, 1995
-----------------------------------------------------------------------------
City, State, Zip                   Warren No.                Purchaser No.
Lebanon, MO  65536                 25078
-----------------------------------------------------------------------------
1. Term:  Warren will sell the following during period from September 01,
   1995                                  |_| Expires on__________________
   |X|  Until May 31, 1996 and continuing month to month thereafter unless
   and until canceled at the end of any month by either party giving the
   other not less than 60 days written notice prior to the proposed
   termination date.
-----------------------------------------------------------------------------
                                                                      Product
              Approx. Vol.  Unit of   Meas.                    Del.    Price
                (net @      Measure   Basis     Location     Method   Cents/
              60(degree)F)            (see 2)                (see 2)  Gallon
-----------------------------------------------------------------------------
Propane GPA     See Attch.   Gallons     T    Greenville, MS     T    Posted
Specifications   A                                                    price
                                                                      at time
                                                                      of
                                                                      lifting
-----------------------------------------------------------------------------
2. Measurement/Delivery Method (see above)   V - Volumetric per API Tables 23
   T. Trucks__________ Other _____________       and 24 or 23A and 24A or 5A
   C. Tank______________________________         and 6A
                                             M - Mass per GPA 8182
                                             O - OriD - Destination
-----------------------------------------------------------------------------
3. Product:  |X|  |_|  Unstenched
-----------------------------------------------------------------------------
                                    WARNING

It is important that you periodically remind your customers and employees
that even though ethyl mercaptan has been recognized as the best available
odorant for propane, no odorant is effective 100% of the time. the odor of
the gas may, under some circumstances, be reduced or lost if put into a
tank that is new or that has been exposed to the air for extended periods.
Electronic gas detectors (that emit a shrill sound in the presence of gas)
should be recommended to your customers as an additional safety measure
for detecting leaks. Your customers should be familiar with the smell of
the odorant and their ability to smell it. Inform them that colds,
allergies, smoking, alcohol, age, competing odors and simply "getting used
to" the odor can cause them not to detect escaping gas. Familiarize
yourself, your employees and your customers with the potential limitations
of the odorant and the alleged phenomenon of "odor fade". Warren's
Odorization Bulletins, Safety Guide and other safety materials are
available to help with this familiarization. If you need additional
information or materials to properly educate your employees and customers,
please contact the NPGA, your state organization, or Warren Petroleum
Company.
-----------------------------------------------------------------------------
4. Seller send statements, invoices and shipping documentation to:
   Ms. Gwen Hogan
   Empire Gas Corporation
   P.O. Box 303
   Lebanon, MO  65536
-----------------------------------------------------------------------------
5. Terms of Payment:
   1% EFT 14 days.
-----------------------------------------------------------------------------
6. Special Provisions:

-----------------------------------------------------------------------------
7. In addition to the above terms and conditions, the General Provisions of
   this Product Sales Agreement and all Attachments are incorporated herein
   by reference and made a part of this Agreement. If you are in agreement
   with the foregoing terms and conditions including the indemnity provision,
   please so indicate by signing below and returning one copy of the
   Agreement to Warren.
-----------------------------------------------------------------------------
Accepted and Agreed to:                    Warren Petroleum Company
Empire Gas Corporation                     A Division of Chevron U.S.A. Inc.
-----------------------------------------------------------------------------
By  /s/ Kris Lindsey                       By  /s/ R.E. Siedell
-----------------------------------------------------------------------------
Title  V.P.              Date              Title
                         9/05/95           District Manager
-----------------------------------------------------------------------------
Distribution: Buyer for File               Distribution Section, Tulsa
              Buyer for acceptance         Marketing Department, Tulsa
                and return to Warren       Retained by Originator
              Accounting Division, Tulsa



                     GENERAL PROVISIONS PROPANE SALES

1. DELIVERIES

   A. When delivery is point of origin, delivery shall be deemed to have
      been completed:
      1. To tank tricks when the product has actually been delivered into
         the trust;
      2. To tank cars when the carrier accepts the same for shipment;
      3. To pipelines upon metering of the product;

   B. When delivery is point of destination, delivery shall be deemed to
      have been completed:
      1. From tank trucks when truck has been placed at buyer's facilities
         for unloading;
      2. From tank cars when carrier delivers same at the destination;

   C. Seller shall not be liable to Buyer for quantity or quality of product,
      after completion of delivery. Buyer agrees that the handling, care or
      use of product shall thereafter be at Buyer's sole risk and expense.
2. MEASUREMENT - Measurement shall be done in the manner customarily utilized
   at the point of delivery in accordance with one of the following
   alternatives.
   A. On all deliveries into/out of tank cars, the quantity shall be
      determined by official tank car capacity tables, meters with no vapor
      return, or by weighing, in accordance with GPA Publication 8162,8173
      and all revisions thereof.
   B. On all deliveries into/out of transport and tank truck equipment,
      quantities shall be determined by meter with no vapor return, slip
      tube, rotary gauging device or weighing, in accordance with GPA
      Publication 8162, all appropriate GPA and API standards and all
      revisions thereof.
   C. On all deliveries into/out of pipeline, quantity shall be determined
      by turbine or positive displacement pipeline meter in accordance with
      API Manual of Petroleum Measurement Standards.
   D. All quantities shall be corrected to 60 degrees Fahrenheit and
      equilibrium vapor pressure at 60 degrees Fahrenheit.
   E. Volume and compressibility correction factors shall be determined from
      referenced API tables or computer programs used to generate these
      tables.
3. PASSAGE OF TITLE AND WARRANTY OF TITLE - Title to the product and risk of
   loss shall pass to Buyer upon delivery. Seller warrants to Buyer that it
   has title to the product(s) delivered by it hereunder and the right to
   deliver same, and agrees to indemnify, defend and hold the Buyer harmless
   from and gains any loss, claim or demand by reason of any failure of such
   title or breach of this warranty. SELLER MAKES NO OTHER WARRANTY WITH
   RESPECT TO THE PRODUCT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY
   WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.
4. TAXES - Any tax, fee, or other exaction, now or hereafter, levied or
   assessed by any governmental authority upon, or as a result of the
   transaction herein provided for, or the goods or source materials thereof
   which ar the subject matter of this Agreement, shall, if payable by
   Seller, be paid by Buyer on demand by Seller. Any personal property taxes
   levied or assessed by any governmental authority upon the products covered
   by this Agreement shall be paid by the party having title thereto at the
   time of such assessment. Buyer shall furnish Seller proper exemption
   certificate where tax exemption is claimed on any product(s) delivered
   hereunder.
5. GOVERNMENT REGULATIONS & LAW - Seller warrants that the product it
   delivers hereunder will be produced and delivered in full compliance
   with all applicable federal and state laws and regulations and all
   Presidential Proclamations which may be applicable. This agreement shall
   be subject to the jurisdiction of, governed by and construed in
   accordance with the laws of the State of Oklahoma including the Uniform
   Commercial Code. Seller agrees to comply with the provisions contained
   in Exhibit "A" if attached hereto, to the extent that such provisions
   are legally applicable to Seller.
6. FORCE MAJEURE - If either party is rendered unable, wholly or in part,
   to perform its obligations under this Agreement (other than to make
   payments due hereunder) due to force majeure, defined herein as any
   cause or causes beyond its control, then in any such event, it is agreed
   that the affected party shall give prompt notice and full particulars of
   such force majeure to the other party. The obligations of the affected
   party shall be suspended for the duration of such inability to perform
   but for no longer period and such cause shall, so far as possible, be
   remedied with all reasonable dispatch.
7. ASSIGNMENT - This Agreement shall extend to and be binding upon the
   parties thereto, their heirs, successors and assigns; but it is
   expressly agreed that neither party shall voluntarily assign this
   Agreement without the prior written consent to the other.
8. NOTICE - Any notice hereunder shall be in writing and shall be delivered
   personally, by mail, by fax, by telex, or by telegram to the address set
   forth on the attached agreement, unless changed by notice. such notice
   shall be deemed to have been given on the date of the delivery thereof.
9. WAIVER - The waiver by either party of the breach of any provision
   hereof by the other party shall not be a waiver of the breach of any
   other provision or provisions hereof or of any subsequent or continuing
   breach of such provision or provisions.
10.ALTERATIONS - No oral promises, agreements or warranties shall be deemed
   a part hereof, nor shall nay alteration or amendment of this Agreement,
   or waiver of any of its provisions, be binding upon either party hereto
   unless the same be in writing, signed by the party charged.
11.INVOICES AND TERMS OF PAYMENT - Invoices will be prepared by Seller and
   transmitted to the Buyer from time to time during the month. Unless
   otherwise specified, payment is due within ten (10) days after receipt
   of invoice. If payment is not made within the time allowed under this
   Agreement, then Seller may charge interest on the unpaid balance at the
   lesser of 1 1/2% per month or the highest rate permitted by Oklahoma law
   and Seller shall be entitled to recover its reasonable costs of
   collection, including attorney's fee.
12.FINANCIAL RESPONSIBILITY - If in the judgment of Seller the financial
   responsibility of Buyer becomes impaired or unsatisfactory, advance cash
   payments or acceptable security (including, but not limited to a letter
   of credit form a financial institution acceptable to Seller) may be
   required by Seller, and if Buyer fails to provide such, Seller may
   without waiving any rights or remedies, withhold further deliveries
   until such payment or security is received. Buyer's duty to provide the
   hereinabove credit assurance shall be a condition precedent to Seller's
   obligation to perform under this agreement.
13.CONFLICTS OF INTEREST - No director, employee or agent of either party
   shall give or receive any commission, fee, rebate, gift or entertainment
   of significant cost or value in connection with this Agreement. Any
   representative(s) authorized by either party may audit the applicable
   records of the other party solely for the purpose of determining whether
   there has been compliance with this paragraph.
14.AUDIT - Each party and its authorized representatives shall have access
   to the accounting records and other documents maintained by the other
   party which relate to the product being sold to the other party under
   this Agreement and shall have the right to audit such records once a year
   a any reasonable time or times during the term of this Agreement and for
   two years after the year in which this Agreement terminates. Neither party
   shall make claim on the other for any adjustment after said two-year
   period.
15.TANK CARS - If Seller's tank cars are used and they are not unloaded and
   returned to railroad, Buyer shall be liable to Seller for rental at the
   rate of $50.00 for each day or fraction thereof in excess of 7 days. Tank
   cars shall not be diverted without Seller's written consent.
16.QUALITY - All products delivered under this Agreement shall meet the
   latest GPA specifications for that product and contain no deleterious
   substances. Product delivered under this agreement shall not contain
   concentrations of any contaminations that may make it or its components
   commercially unacceptable in general industry application. Any
   requirements of buyer pertaining to potential contaminants and/or
   specific hydrocarbon composition not listed in the product specification
   must be identified by buyer and allowable concentrations agreed to in
   writing by both parties prior to delivery.
17.SHORTAGE OF PRODUCTS - Due to uncertainties in the supply/demand
   situation, Warren may not have sufficient supplies of product to be
   delivered hereunder to meet the full requirements of all of its
   customers, contract or otherwise. whenever that situation exists, Warren
   shall have, in addition to any other rights Warren may have under this
   Agreement, the right to reduce deliveries of such product on any basis
   which in Warren's opinion is equitable, allowing for such priorities to
   such priorities to such classes of customers as Warren deems
   appropriate. If any such reduction occurs, Buyer shall have the option
   to terminate this Agreement as to any or all products by fifteen (15)
   day's notice, given within thirty (3) days of the notice of reduction.
18.BRAND NAMES - Unless otherwise specifically agreed, Buyer shall not
   represent or permit any other person to represent, that the product
   delivered hereunder is the product of Warren. All products delivered to
   Buyer hereunder shall be used or sold under Buyer's own brand names or
   under brand names approved by Warren, and Buyer shall not authorize or
   permit said product to be used or sold under any other brand names.
19.CONDUCT OF BUYER'S BUSINESS - Buyer in the performance of this Agreement
   is engaged in an independent business and nothing herein contained shall
   be construed as giving Warren any right to control Buyer in any way in
   its performance of its business. Warren has no right to exercise control
   over any Buyer's employees. All employees of Buyer shall be entirely
   under the control and direction of Buyer who shall be responsible for
   their actions. and omissions
20.INDEMNITY - If Warren provides adequate documentation of the odorization
   required by this contract, buyer agrees to define and hold Warren
   harmless from all expenses (including attorney's fees) or liability
   arising from any claims of whatever kind due to injuries or damages
   which occur after delivery to Buyer in connection with the
   transportation, use or handling of product covered hereunder. BUYER'S
   INDEMNITY OBLIGATION SHALL BE APPLICABLE EVEN IF SUCH DAMAGES ARE
   DETERMINED TO HAVE BEEN PARTLY CAUSED BY THE FAULT OF SELLER OR IF
   LIABILITY WITHOUT FAULT IS IMPOSED ON SELLER, THE ONLY EXCEPTION TO SUCH
   OBLIGATION BEING WHERE THE FAULT OF SELLER IS DETERMINED TO BE THE SOLE
   CAUSE OF SUCH DAMAGES.
21.PRICES - Prices hereunder may be changed at any time by Warren upon
   notice given either electronically (i.e. fax, DTN or phone) or by U.S.
   Mail, effective when sent. If any such notice shall increase Warren's
   price to Buyer at any shipping point or destination above Warren's price
   for such product or freight in effect during the elapsed portion of the
   calendar year in which Warren's notice is effective, Buyer may by
   written notice to Warren given and effective within fifteen (15) days
   the date of Warren's notice, terminate this contract with respect to
   such shipping ponit or destination.
22.ODORIZATION - Unless otherwise specifically agreed in writing, Buyer
   hereby requests that the propane sold hereunder be odorize with not less
   than 1.0 lb. of ethyl mercaptan per 10,000 gallons. Buyer warrants that
   compliance with its request will satisfy all applicable legal
   requirements.
23.PRODUCT HAZARDS - Buyer acknowledges receipt of Warren's Safety Bulletin
   for odorized propane and is knowledge- able of the hazards or risks in
   handling or using the product. Buyer agrees that Buyer shall inform its
   employees, contractors and customers of any hazards or risks associated
   with the product. Warren will make available to Buyer Warning Decals
   that are intended to be placed on consumer tanks or equipment and copies
   of its Safety Guide. Buyer agrees to supply its customers with these
   materials or other reasonably equivalent safety material to warn them of
   the potential hazards or risks in using odorized propane.
24.INCIDENT - Buyer shall notify Warren as soon as possible after it becomes
   aware of any fires or explosions occurring at locations propane purchase
   hereunder is used. Buyer will inform Warren if said product is involved
   and will fully cooperate with Warren in obtaining a propane sample and any
   other investigation Warren deems necessary.

Buyers Initials __________





                              ATTACHMENT A TO
                     PROPANE SALES AGREEMENT NO. 25078

1. TRADEMARK. Buyer acknowledges that the CHEVRON and WARRENGAS Trademarks
   are valuable property rights belonging to Chevron Corporation and its
   subsidiaries, including Chevron U.S.A. inc. and that any use thereof by
   Buyer in connection with this agreement is solely for the purposes of
   advertising products obtained from such subsidiaries. Upon termination of
   this agreement, Buyer agrees that it will make no further use of such
   trademarks or any other mark, name or designs confusingly similar
   therewith.

2. QUANTITY. During the term hereof, Buyer agreed to buy the product herein
   specified in monthly quantities of not less than the minimum set forth
   below and Warren agrees to sell said quantities to Buyer. Buyer shall
   purchase such entities as evenly as possible during each month. If during
   any period of this agreement the quantity of product Warren is obligate
   to deliver to Buyer is prescribed by government rules, regulations or
   orders, then the quantity of product covered by this agreement shall be
   the quantity so prescribed for such period and Buyer agrees to buy and
   Warren agrees to sell such Quantity.

                      VOLUME (IN THOUSAND OF GALLONS)

              EST. VOL.                                EST. VOL.
April             0                      October         320
              --------     --------                   ---------     --------
May               0                      November        400
              --------     --------                   ---------     --------
June              0                      December        420
              --------     --------                   ---------     --------
July              0                      January         520
              --------     --------                   ---------     --------
August            0                      February        400
              --------     --------                   ---------     --------
September         0                      March           350
              --------     --------                   ---------     --------


For the purpose of determining compliance with the above quantity schedule,
purchase of product shall be allocated to the month in which shipment is
made. Should either party fail to comply in any amount with the above
schedule, the other party may elect to terminate this agreement by mailing
notice of such termination on or before the 20th day of the succeeding
month. If the Buyer fails to purchase 100% of the above specified minimum
monthly quantities during any month or months and Warren does not elect to
terminate this agreement, Warren shall not be obligated hereunder to sell
to Buyer in any of the succeeding six months more than one and one half
times the average monthly quantity which Buyer actually purchased during
the preceding six-month period.

When delivery is into tank trucks furnished by Buyer, the delivery ticket
showing the quantity delivered shall be signed by the loader as the agent
of Warren and by the truck driver as the agent of the Buyer; such
quantities shall be conclusively presumed to have been delivered to Buyer.

On or before the 1st day of each month Buyer shall inform Warren of
quantities required during such month, delivery dates, and when applicable,
destinations of each shipment. Warren shall not be obligated to ship less
than a tank car or tank truck load.

3. Method of Delivery      X       By tank truck furnished by Buyer.
                          XX       By tank truck furnished by Warren.
                      _________    By tank truck furnished by ____________
                                   with a capacity of __________ gallons
                                   each.


                               PRICE INFORMATION

                 Prices in effect as of      August 24, 1995

       Sales based on |X| Shipping point price or |_| Destination price

   SHIPPING OR                                  PRICE IN        FREIGHT
  PRICING POINTS    DESTINATIONS   PRODUCTS   CENTS/GALLONS     CHARGES
-----------------   ------------   --------   -------------     -------
 * Greenville, MS      Various      Propane       37.25          n/a
** Greenville, MS      Various      Propane       37.25       As applicable
                                                              based upon
                                                              destinations

                            ------------------------


   Warren Petroleum Company                          Propane Sales Agreement
   A Division of Chevron U.S.A. Inc.
   P.O. Box 1589, Tulsa, OK 74102 * Phone (918) 560-4000

   Prepare in original and five copies
    Purchaser                         Confirming Arrangements Made With
    Empire Gas Corporation            Marty Lerum

    Address                           Arrangements Made By    Date
    P.O. Box 303                      R. E. Siedell           August 24, 1995
    City, State, Zip                  Warren No.              Purchaser No.
    Lebanon, MO  65536                25079
    1. Term:  Warren will sell the following during period from September 01,
    1995      ( ) Expires on__________________
    (X)  Until May 31, 1996      and continuing month to month thereafter
    unless and until canceled at the end of any month by either party giving
    the other not less than   60   days written notice prior to the proposed
    termination date.
                                                                     Product
                  Approx.    Unit     Meas.                  Del.    Price
                   Vol.       of      Basis                 Method   Cents/
                  (net @    Measure  (See 2)   Location    (see 2)   Gallon
                   60
                  degrees F)
    -------------------------------------------------------------------------
    Propane GPA    See      Gallons    T      Breaux Bridge,     T   Posted
    Specifications Attch.                     Eunice,                price at
                   A                          Napoleonville,     T   time of
                                              Norco,                 lifting
                                              Riverside,         T
                                              Tebone, Toca,
                                              LA
    -------------------------------------------------------------------------
    2. Measurement/Delivery Method     V - Volumetric per API Tables 23 and 
       (see above)                         24 or 23A and 24A or 5A and 6A
       T.   Trucks       Other         M - Mass per GPA 8182
                   ____________        O - Origin  D - Destination
                   ____________
                   
       C.   Tank Cars
                   ____________
                   ____________

    -------------------------------------------------------------------------
    3. Product:  (X)  Stenched    ( )  Unstenched
    -------------------------------------------------------------------------

                                  WARNING

  It is important that you periodically remind your customers and employees
  that even though ethyl mercaptan has been recognized as the best available
  odorant for propane, no odorant is effective 100% of the time.  the odor of
  the gas may, under some circumstances, be reduced or lost if put into a
  tank that is new or that has been exposed to the air for extended periods.
  Electronic gas detectors (that emit a shrill sound in the presence of gas)
  should be recommended to your customers as an additional safety measure
  for detecting leaks.  Your customers should be familiar with the smell of
  the odorant and their ability to smell it.  Inform them that colds,
  allergies, smoking, alcohol, age, competing odors and simply "getting used
  to" the odor can cause them not to detect escaping gas.  Familiarize
  yourself, your employees and your customers with the potential limitations
  of the odorant and the alleged phenomenon of "odor fade".  Warren's
  Odorization Bulletins, Safety Guide and other safety materials are
  available to help with this familiarization.  If you need additional
  information or materials to properly educate your employees and customers,
  please contact the NPGA, your state organization, or Warren Petroleum
  Company.

    ------------------------------------------------------------------------
    4. Seller send statements, invoices and shipping documentation to:
      Ms. Gwen Hogan
      Empire Gas Corporation
      P.O. Box 303
      Lebanon, MO  65536
    ------------------------------------------------------------------------
    5. Terms of Payment:
       1% EFT 14 days.
    ------------------------------------------------------------------------
    6. Special Provisions:
       1.  This Agreement cancels and supersedes Warren's PSA 59146 dated
           September 01, 1994.
    ------------------------------------------------------------------------
    7. In addition to the above terms and conditions, the General Provisions
       of this Product Sales Agreement and all Attachments are incorporated
       herein by reference and made a part of this Agreement.  If you are in
       agreement with the foregoing terms and conditions including the
       indemnity provision, please so indicate by signing below and returning
       one copy of the Agreement to Warren.

    Accepted and Agreed to:           Warren Petroleum Company
    Empire Gas Corporation            A Division of Chevron U.S.A. Inc.
    By  /s/ Kris Lindsey              By  /s/ R.E. Siedell
    Title  V.P.            Date       Title
                       9/05/95        District Manager
                        
    Distribution:  Buyer for File              Distribution Section, Tulsa
                   Buyer for acceptance and    Marketing Department, Tulsa
                   return to Warren's Tulsa    Retained by Originator
                   Office
                   Accounting Division, Tulsa


                      GENERAL PROVISIONS PROPANE SALES

1.   DELIVERIES
   A.   When delivery is point of origin, delivery shall be deemed to have
        been completed:
     1.   To tank tricks when the product has actually been delivered into
          the trust;
     2.   To tank cars when the carrier accepts the same for shipment;
     3.   To pipelines upon metering of the product;
   B.   When delivery is point of destination, delivery shall be deemed to
        have been completed:
     1.   From tank trucks when truck has been placed at buyer's facilities
          for unloading;
     2.   From tank cars when carrier delivers same at the destination;
   C.   Seller shall not be liable to Buyer for quantity or quality of
        product, after completion of delivery.  Buyer agrees that the
        handling, care or use of product shall thereafter be at Buyer's
        sole risk and expense.

2.   MEASUREMENT - Measurement shall be done in the manner customarily
     utilized at the point of delivery in accordance with one of the
     following alternatives.
   A.   On all deliveries into/out of tank cars, the quantity shall be
        determined by official tank car capacity tables, meters with no
        vapor return, or by weighing, in accordance with GPA Publication
        8162,8173 and all revisions thereof.
   B.   On all deliveries into/out of transport and tank truck equipment,
        quantities shall be determined by meter with no vapor return, slip
        tube, rotary gauging device or weighing, in accordance with GPA
        Publication 8162, all appropriate GPA and API standards and all
        revisions thereof.
   C.   On all deliveries into/out of pipeline, quantity shall be
        determined by turbine or positive displacement pipeline meter in
        accordance with API Manual of Petroleum Measurement Standards.
   D.   All quantities shall be corrected to 60 degrees Fahrenheit and
        equilibrium vapor pressure at 60 degrees Fahrenheit.
   E.   Volume and compressibility correction factors shall be determined
        from referenced API tables or computer programs used to generate
        these tables.

3.   PASSAGE OF TITLE AND WARRANTY OF TITLE - Title to the product and risk
     of loss shall pass to Buyer upon delivery.  Seller warrants to Buyer
     that it has title to the product(s) delivered by it hereunder and the
     right to deliver same, and agrees to indemnify, defend and hold the
     Buyer harmless from and gains any loss, claim or demand by reason of
     any failure of such title or breach of this warranty.  SELLER MAKES NO
     OTHER WARRANTY WITH RESPECT TO THE PRODUCT OR OTHERWISE, INCLUDING,
     WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR
     A PARTICULAR PURPOSE.

4.   TAXES - Any tax, fee, or other exaction, now or hereafter, levied or
     assessed by any governmental authority upon, or as a result of the
     transaction herein provided for, or the goods or source materials
     thereof which ar the subject matter of this Agreement, shall, if
     payable by Seller, be paid by Buyer on demand by Seller.  Any personal
     property taxes levied or assessed by any governmental authority upon
     the products covered by this Agreement shall be paid by the party
     having title thereto at the time of such assessment.  Buyer shall
     furnish Seller proper exemption certificate where tax exemption is
     claimed on any product(s) delivered hereunder.

5.   GOVERNMENT REGULATIONS & LAW - Seller warrants that the product it
     delivers hereunder will be produced and delivered in full compliance
     with all applicable federal and state laws and regulations and all
     Presidential Proclamations which may be applicable.  This agreement
     shall be subject to the jurisdiction of, governed by and construed in
     accordance with the laws of the State of Oklahoma including the
     Uniform Commercial Code.  Seller agrees to comply with the provisions
     contained in Exhibit "A" if attached hereto, to the extent that such
     provisions are legally applicable to Seller.

6.   FORCE MAJEURE - If either party is rendered unable, wholly or in part,
     to perform its obligations under this Agreement (other than to make
     payments due hereunder) due to force majeure, defined herein as any
     cause or causes beyond its control, then in any such event, it is
     agreed that the affected party shall give prompt notice and full
     particulars of such force majeure to the other party.  The obligations
     of the affected party shall be suspended for the duration of such
     inability to perform but for no longer period and such cause shall, so
     far as possible, be remedied with all reasonable dispatch.

7.   ASSIGNMENT - This Agreement shall extend to and be binding upon the
     parties thereto, their heirs, successors and assigns; but it is
     expressly agreed that neither party shall voluntarily assign this
     Agreement without the prior written consent to the other.

8.   NOTICE - Any notice hereunder shall be in writing and shall be
     delivered personally, by mail, by fax, by telex, or by telegram to the
     address set forth on the attached agreement, unless changed by notice. 
     such notice shall be deemed to have been given on the date of the
     delivery thereof.

9.   WAIVER - The waiver by either party of the breach of any provision
     hereof by the other party shall not be a waiver of the breach of any
     other provision or provisions hereof or of any subsequent or
     continuing breach of such provision or provisions.

10.  ALTERATIONS - No oral promises, agreements or warranties shall be
     deemed a part hereof, nor shall nay alteration or amendment of this
     Agreement, or waiver of any of its provisions, be binding upon either
     party hereto unless the same be in writing, signed by the party
     charged.

11.  INVOICES AND TERMS OF PAYMENT - Invoices will be prepared by Seller
     and transmitted to the Buyer from time to time during the month. 
     Unless otherwise specified, payment is due within ten (10) days after
     receipt of invoice.  If payment is not made within the time allowed
     under this Agreement, then Seller may charge interest on the unpaid
     balance at the lesser of 11/2% per month or the highest rate permitted
     by Oklahoma law and Seller shall be entitled to recover its reasonable
     costs of collection, including attorney's fee.

12.  FINANCIAL RESPONSIBILITY - If in the judgment of Seller the financial
     responsibility of Buyer becomes impaired or unsatisfactory, advance
     cash payments or acceptable security (including, but not limited to a
     letter of credit form a financial institution acceptable to Seller)
     may be required by Seller, and if Buyer fails to provide such, Seller
     may without waiving any rights or remedies, withhold further
     deliveries until such payment or security is received.  Buyer's duty
     to provide the hereinabove credit assurance shall be a condition
     precedent to Seller's obligation to perform under this agreement.

13.  CONFLICTS OF INTEREST - No director, employee or agent of either party
     shall give or receive any commission, fee, rebate, gift or
     entertainment of significant cost or value in connection with this
     Agreement.  Any representative(s) authorized by either party may audit
     the applicable records of the other party solely for the purpose of
     determining whether there has been compliance with this paragraph.

14.  AUDIT - Each party and its authorized representatives shall have
     access to the accounting records and other documents maintained by the
     other party which relate to the product being sold to the other party
     under this Agreement and shall have the right to audit such records
     once a year a any reasonable time or times during the term of this
     Agreement and for two years after the year in which this Agreement
     terminates.  Neither party shall make claim on the other for any
     adjustment after said two-year period.

15.  TANK CARS - If Seller's tank cars are used and they are not unloaded
     and returned to railroad, Buyer shall be liable to Seller for rental
     at the rate of $50.00 for each day or fraction thereof in excess of 7
     days.  Tank cars shall not be diverted without Seller's written
     consent.

16.  QUALITY - All products delivered under this Agreement shall meet the
     latest GPA specifications for that product and contain no deleterious
     substances.  Product delivered under this agreement shall not contain
     concentrations of any contaminations that may make it or its
     components commercially unacceptable in general industry application. 
     Any requirements of buyer pertaining to potential contaminants and/or
     specific hydrocarbon composition not listed in the product
     specification must be identified by buyer and allowable concentrations
     agreed to in writing by both parties prior to delivery.

17.  SHORTAGE OF PRODUCTS - Due to uncertainties in the supply/demand
     situation, Warren may not have sufficient supplies of product to be
     delivered hereunder to meet the full requirements of all of its
     customers, contract or otherwise.  whenever that situation exists,
     Warren shall have, in addition to any other rights Warren may have
     under this Agreement, the right to reduce deliveries of such product
     on any basis which in Warren's opinion is equitable, allowing for such
     priorities to such priorities to such classes of customers as Warren
     deems appropriate.  If any such reduction occurs, Buyer shall have the
     option to terminate this Agreement as to any or all products by
     fifteen (15) day's notice, given within thirty (3) days of the notice
     of reduction.

18.  BRAND NAMES - Unless otherwise specifically agreed, Buyer shall not
     represent or permit any other person to represent, that the product
     delivered hereunder is the product of Warren.  All products delivered
     to Buyer hereunder shall be used or sold under Buyer's own brand names
     or under brand names approved by Warren, and Buyer shall not authorize
     or permit said product to be used or sold under any other brand names.

19.  CONDUCT OF BUYER'S BUSINESS - Buyer in the performance of this
     Agreement is engaged in an independent business and nothing herein
     contained shall be construed as giving Warren any right to control
     Buyer in any way in its performance of its business.  Warren has no
     right to exercise control over any Buyer's employees.  All employees
     of Buyer shall be entirely under the control and direction of Buyer
     who shall be responsible for their actions. and omissions

20.  INDEMNITY - If Warren provides adequate documentation of the
     odorization required by this contract, buyer agrees to define and hold
     Warren harmless from all expenses (including attorney's fees) or
     liability arising from any claims of whatever kind due to injuries or
     damages which occur after delivery to Buyer in connection with the
     transportation, use or handling of product covered hereunder.  BUYER'S
     INDEMNITY OBLIGATION SHALL BE APPLICABLE EVEN IF SUCH DAMAGES ARE
     DETERMINED TO HAVE BEEN PARTLY CAUSED BY THE FAULT OF SELLER OR IF
     LIABILITY WITHOUT FAULT IS IMPOSED ON SELLER, THE ONLY EXCEPTION TO
     SUCH OBLIGATION BEING WHERE THE FAULT OF SELLER IS DETERMINED TO BE
     THE SOLE CAUSE OF SUCH DAMAGES.

21.  PRICES - Prices hereunder may be changed at any time by Warren upon
     notice given either electronically (i.e. fax, DTN or phone) or by U.S.
     Mail, effective when sent.  If any such notice shall increase Warren's
     price to Buyer at any shipping point or destination above Warren's
     price for such product or freight in effect during the elapsed portion
     of the calendar year in which Warren's notice is effective, Buyer may
     by written notice to Warren given and effective within fifteen (15)
     days the date of Warren's notice, terminate this contract with respect
     to such shipping ponit or destination.

22.  ODORIZATION - Unless otherwise specifically agreed in writing, Buyer
     hereby requests that the propane sold hereunder be odorize with not
     less than 1.0 lb. of ethyl mercaptan per 10,000 gallons.  Buyer
     warrants that compliance with its request will satisfy all applicable
     legal requirements.

23.  PRODUCT HAZARDS - Buyer acknowledges receipt of Warren's Safety
     Bulletin for odorized propane and is knowledgeable of the hazards or
     risks in handling or using the product.  Buyer agrees that Buyer shall
     inform its employees, contractors and customers of any hazards or
     risks associated with the product.  Warren will make available to
     Buyer Warning Decals that are intended to be placed on consumer tanks
     or equipment and copies of its Safety Guide.  Buyer agrees to supply
     its customers with these materials or other reasonably equivalent
     safety material to warn them of the potential hazards or risks in
     using odorized propane.

24.  INCIDENT - Buyer shall notify Warren as soon as possible after it
     becomes aware of any fires or explosions occurring at locations
     propane purchase hereunder is used.  Buyer will inform Warren if said
     product is involved and will fully cooperate with Warren in obtaining
     a propane sample and any other investigation Warren deems necessary.

Buyers Initials __________


                              ATTACHMENT A TO
                   PROPANE SALES AGREEMENT NO.   25079  
1.   TRADEMARK.  Buyer acknowledges that the CHEVRON and WARRENGAS
     Trademarks are valuable property rights belonging to Chevron
     Corporation and its subsidiaries, including Chevron U.S.A. inc. and
     that any use thereof by Buyer in connection with this agreement is
     solely for the purposes of advertising products obtained from such
     subsidiaries.  Upon termination of this agreement, Buyer agrees that
     it will make no further use of such trademarks or any other mark, name
     or designs confusingly similar therewith.

2.   QUANTITY.  During the term hereof, Buyer agreed to buy the product
     herein specified in monthly quantities of not less than the minimum
     set forth below and Warren agrees to sell said quantities to Buyer. 
     Buyer shall purchase such entities as evenly as possible during each
     month.  If during any period of this agreement the quantity of product
     Warren is obligate to deliver to Buyer is prescribed by government
     rules, regulations or orders, then the quantity of product covered by
     this agreement shall be the quantity so prescribed for such period and
     Buyer agrees to buy and Warren agrees to sell such Quantity.
                      VOLUME (IN THOUSAND OF GALLONS)

                    EST. VOL.                        EST. VOL.
      April            120                October        150               
                                                          
      May              130                November        210              
                                                          
      June              90                December       200               
                                                          
      July             130                January         240              
                                                          
      August           200                February        180              
                                                          
      September        170                March           170              
                                                          

For the purpose of determining compliance with the above quantity schedule,
purchase of product shall be allocated to the month in which shipment is
made.  Should either party fail to comply in any amount with the above
schedule, the other party may elect to terminate this agreement by mailing
notice of such termination on or before the 20th day of the succeeding
month.  If the Buyer fails to purchase 100% of the above specified minimum
monthly quantities during any month or months and Warren does not elect to
terminate this agreement, Warren shall not be obligated hereunder to sell
to Buyer in any of the succeeding six months more than one and one half
times the average monthly quantity which Buyer actually purchased during
the preceding six-month period.

When delivery is into tank trucks furnished by Buyer, the delivery ticket
showing the quantity delivered shall be signed by the loader as the agent
of Warren and by the truck driver as the agent of the Buyer; such
quantities shall be conclusively presumed to have been delivered to Buyer.

On or before the 1st day of each month Buyer shall inform Warren of
quantities required during such month, delivery dates, and when applicable,
destinations of each shipment.  Warren shall not be obligated to ship less
than a tank car or tank truck load.

3.   Method of Delivery:      X       By tank truck furnished by Buyer.

                                      By tank truck furnished by Warren.
                                      By tank truck furnished by _____ with
                                      a capacity of _____ gallons each.

                             PRICE INFORMATION


            Prices in effect as of      August 24     , 19  95  

      Sales based on (X) Shipping point price or ( ) Destination price

   SHIPPING OR
     PRICING                                     PRICE IN       FREIGHT
     POINTS        DESTINATIONS     PRODUCTS    CENTS/GALLONS     CHARGES
 Breaux Bridge, LA   Various       Propane         32.25           N/A
 Eunice, LA          Various       Propane           *             N/A
 Napoleonville, LA   Various       Propane         31.75           N/A
 Norco, LA           Various       Propane         31.75           N/A
 Riverside, LA       Various       Propane         31.75           N/A
 Tebone, LA          Various       Propane         31.75           N/A
 Toca, LA            Various       Propane         31.75           N/A
 
 * Not available at present

                            ------------------------


   Warren Petroleum Company                         Propane Sales Agreement
   A Division of Chevron U.S.A. Inc.
   P.O. Box 1589, Tulsa, OK 74102 * Phone (918) 560-4000

   Prepare in original and five copies
    Purchaser                          Confirming Arrangements Made With
    Empire Gas Corporation             Ms. Kris Lindsey

    Address                            Arrangements Made By      Date
    P.O. Box 303                       Mike Tracey               8/01/95
    City, State, Zip                   Warren No.                Purchaser
    Lebanon, MO  65536                 23064                     No.
    -------------------------------------------------------------------------
    1. Term:  Warren will sell the following during period from August 1,
       1995               ( ) Expires on__________________
    (X)  Until December 31, 1995 and continuing month to month thereafter
    unless and until canceled at the end of any month by either party giving
    the other not less than   60   days written notice prior to the proposed
    termination date.

                                                                      Product
     Product      Approx.    Unit     Meas.                    Del.    Price
   Description     Vol.       of      Basis                 Method    Cents/
      and         (net @    Measure  (See 2)   Location     (see 2)   Gallon
   Specifications  60
                  degrees F)
    -------------------------------------------------------------------------
  Propane per GPA    2500      B            Fashing, TX; El     T    Posted
  Specifications     BPM                    Paso, TX;           O    Price
                                                                     at
                                            Mont Belvieu,            Date of
                                            TX; Monument, NM    O     Lifting
                                            Dubach, LA          O
                                            TX-42000 AR-
                                            03000 NM-30000      D
    -------------------------------------------------------------------------
    2. Measurement/Delivery Method     V - Volumetric per API Tables 23 and 
       (see above)                         24 or 23A and 24A or 5A and 6A
       T.   Trucks       Other         M - Mass per GPA 8182
                                       O - Origin  D - Destination
       C.   Tank Cars  
                   _____________

    ---------------------------------------------------------------------------
    3. Product:  (X)  Stenched    ( )  Unstenched
    ---------------------------------------------------------------------------

                                  WARNING

It is important that you periodically remind your customers and employees
that even though ethyl mercaptan has been recognized as the best available
odorant for propane, no odorant is effective 100% of the time.  the odor of
the gas may, under some circumstances, be reduced or lost if put into a tank
that is new or that has been exposed to the air for extended periods.
Electronic gas detectors (that emit a shrill sound in the presence of gas)
should be recommended to your customers as an additional safety measure for
detecting leaks.  Your customers should be familiar with the smell of the
odorant and their ability to smell it.  Inform them that colds, allergies,
smoking, alcohol, age, competing odors and simply "getting used to" the odor
can cause them not to detect escaping gas.  Familiarize yourself, your
employees and your customers with the potential limitations of the odorant
and the alleged phenomenon of "odor fade".  Warren's Odorization Bulletins,
Safety Guide and other safety materials are available to help with this
familiarization.  If you need additional information or materials to properly
educate your employees and customers, please contact the NPGA, your state
organization, or Warren Petroleum Company.

    ---------------------------------------------------------------------------
    4. Seller send statements, invoices and shipping documentation to:

      Same as above.
    ---------------------------------------------------------------------------
    5. Terms of Payment:
      1% 10 Days, Net 15 Days
    ---------------------------------------------------------------------------
    6. Special Provisions:
        I.  This Sales Agreement cancels and supercedes SA No. 41033 dated
            6/01/86.
       II.  Thee will be a 2.00 cpg surcharge on any trucks loaded with less
            than 3500 gallons.
      III.  Texas odorization fee will be billed as mandated by Texas law
            unless proper exemption forms are provided.

    ---------------------------------------------------------------------------
    7. In addition to the above terms and conditions, the General Provisions of
    this Product Sales Agreement and all Attachments are incorporated herein
    by reference and made a part of this Agreement.  If you are in agreement
    with the foregoing terms and conditions including the indemnity
    provision, please so indicate by signing below and returning one copy of
    the Agreement to Warren.

    Accepted and Agreed to:            Warren Petroleum Company
    Empire Gas Corporation             A Division of Chevron U.S.A. Inc.
    By  /s/ Kris Lindsey               By  /s/ M.T. Tracey
    Title  Kris Lindsey         Date   Title  M.T. Tracey, Manager
       Vice President      8/31/          Southwest District
                           95

    Distribution:  Buyer for File      Distribution Section, Tulsa
     Buyer for acceptance and     Marketing Department, Tulsa
     return to Warren's Tulsa     Retained by Originator
     Office
     Accounting Division, Tulsa

                      GENERAL PROVISIONS PROPANE SALES

1.   DELIVERIES
   A.   When delivery is point of origin, delivery shall be deemed to have
        been completed:
     1.   To tank tricks when the product has actually been delivered into
          the trust;
     2.   To tank cars when the carrier accepts the same for shipment;
     3.   To pipelines upon metering of the product;


   B.   When delivery is point of destination, delivery shall be deemed to
        have been completed:
     1.   From tank trucks when truck has been placed at buyer's facilities
          for unloading;
     2.   From tank cars when carrier delivers same at the destination;
   C.   Seller shall not be liable to Buyer for quantity or quality of
        product, after completion of delivery.  Buyer agrees that the
        handling, care or use of product shall thereafter be at Buyer's
        sole risk and expense.

2.   MEASUREMENT - Measurement shall be done in the manner customarily
     utilized at the point of delivery in accordance with one of the
     following alternatives.
   A.   On all deliveries into/out of tank cars, the quantity shall be
        determined by official tank car capacity tables, meters with no
        vapor return, or by weighing, in accordance with GPA Publication
        8162,8173 and all revisions thereof.
   B.   On all deliveries into/out of transport and tank truck equipment,
        quantities shall be determined by meter with no vapor return, slip
        tube, rotary gauging device or weighing, in accordance with GPA
        Publication 8162, all appropriate GPA and API standards and all
        revisions thereof.
   C.   On all deliveries into/out of pipeline, quantity shall be
        determined by turbine or positive displacement pipeline meter in
        accordance with API Manual of Petroleum Measurement Standards.
   D.   All quantities shall be corrected to 60 degrees Fahrenheit and
        equilibrium vapor pressure at 60 degrees Fahrenheit.
   E.   Volume and compressibility correction factors shall be determined
        from referenced API tables or computer programs used to generate
        these tables.

3.   PASSAGE OF TITLE AND WARRANTY OF TITLE - Title to the product and risk
     of loss shall pass to Buyer upon delivery.  Seller warrants to Buyer
     that it has title to the product(s) delivered by it hereunder and the
     right to deliver same, and agrees to indemnify, defend and hold the
     Buyer harmless from and gains any loss, claim or demand by reason of
     any failure of such title or breach of this warranty.  SELLER MAKES NO
     OTHER WARRANTY WITH RESPECT TO THE PRODUCT OR OTHERWISE, INCLUDING,
     WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR
     A PARTICULAR PURPOSE.

4.   TAXES - Any tax, fee, or other exaction, now or hereafter, levied or
     assessed by any governmental authority upon, or as a result of the
     transaction herein provided for, or the goods or source materials
     thereof which ar the subject matter of this Agreement, shall, if
     payable by Seller, be paid by Buyer on demand by Seller.  Any personal
     property taxes levied or assessed by any governmental authority upon
     the products covered by this Agreement shall be paid by the party
     having title thereto at the time of such assessment.  Buyer shall
     furnish Seller proper exemption certificate where tax exemption is
     claimed on any product(s) delivered hereunder.

5.   GOVERNMENT REGULATIONS & LAW - Seller warrants that the product it
     delivers hereunder will be produced and delivered in full compliance
     with all applicable federal and state laws and regulations and all
     Presidential Proclamations which may be applicable.  This agreement
     shall be subject to the jurisdiction of, governed by and construed in
     accordance with the laws of the State of Oklahoma including the
     Uniform Commercial Code.  Seller agrees to comply with the provisions
     contained in Exhibit "A" if attached hereto, to the extent that such
     provisions are legally applicable to Seller.

6.   FORCE MAJEURE - If either party is rendered unable, wholly or in part,
     to perform its obligations under this Agreement (other than to make
     payments due hereunder) due to force majeure, defined herein as any
     cause or causes beyond its control, then in any such event, it is
     agreed that the affected party shall give prompt notice and full
     particulars of such force majeure to the other party.  The obligations
     of the affected party shall be suspended for the duration of such
     inability to perform but for no longer period and such cause shall, so
     far as possible, be remedied with all reasonable dispatch.

7.   ASSIGNMENT - This Agreement shall extend to and be binding upon the
     parties thereto, their heirs, successors and assigns; but it is
     expressly agreed that neither party shall voluntarily assign this
     Agreement without the prior written consent to the other.

8.   NOTICE - Any notice hereunder shall be in writing and shall be
     delivered personally, by mail, by fax, by telex, or by telegram to the
     address set forth on the attached agreement, unless changed by notice. 
     such notice shall be deemed to have been given on the date of the
     delivery thereof.

9.   WAIVER - The waiver by either party of the breach of any provision
     hereof by the other party shall not be a waiver of the breach of any
     other provision or provisions hereof or of any subsequent or
     continuing breach of such provision or provisions.

10.  ALTERATIONS - No oral promises, agreements or warranties shall be
     deemed a part hereof, nor shall nay alteration or amendment of this
     Agreement, or waiver of any of its provisions, be binding upon either
     party hereto unless the same be in writing, signed by the party
     charged.

11.  INVOICES AND TERMS OF PAYMENT - Invoices will be prepared by Seller
     and transmitted to the Buyer from time to time during the month. 
     Unless otherwise specified, payment is due within ten (10) days after
     receipt of invoice.  If payment is not made within the time allowed
     under this Agreement, then Seller may charge interest on the unpaid
     balance at the lesser of 11/2% per month or the highest rate permitted
     by Oklahoma law and Seller shall be entitled to recover its reasonable
     costs of collection, including attorney's fee.

12.  FINANCIAL RESPONSIBILITY - If in the judgment of Seller the financial
     responsibility of Buyer becomes impaired or unsatisfactory, advance
     cash payments or acceptable security (including, but not limited to a
     letter of credit form a financial institution acceptable to Seller)
     may be required by Seller, and if Buyer fails to provide such, Seller
     may without waiving any rights or remedies, withhold further
     deliveries until such payment or security is received.  Buyer's duty
     to provide the hereinabove credit assurance shall be a condition
     precedent to Seller's obligation to perform under this agreement.

13.  CONFLICTS OF INTEREST - No director, employee or agent of either party
     shall give or receive any commission, fee, rebate, gift or
     entertainment of significant cost or value in connection with this
     Agreement.  Any representative(s) authorized by either party may audit
     the applicable records of the other party solely for the purpose of
     determining whether there has been compliance with this paragraph.

14.  AUDIT - Each party and its authorized representatives shall have
     access to the accounting records and other documents maintained by the
     other party which relate to the product being sold to the other party
     under this Agreement and shall have the right to audit such records
     once a year a any reasonable time or times during the term of this
     Agreement and for two years after the year in which this Agreement
     terminates.  Neither party shall make claim on the other for any
     adjustment after said two-year period.

15.  TANK CARS - If Seller's tank cars are used and they are not unloaded
     and returned to railroad, Buyer shall be liable to Seller for rental
     at the rate of $50.00 for each day or fraction thereof in excess of 7
     days.  Tank cars shall not be diverted without Seller's written
     consent.

16.  QUALITY - All products delivered under this Agreement shall meet the
     latest GPA specifications for that product and contain no deleterious
     substances.  Product delivered under this agreement shall not contain
     concentrations of any contaminations that may make it or its
     components commercially unacceptable in general industry application. 
     Any requirements of buyer pertaining to potential contaminants and/or
     specific hydrocarbon composition not listed in the product
     specification must be identified by buyer and allowable concentrations
     agreed to in writing by both parties prior to delivery.

17.  SHORTAGE OF PRODUCTS - Due to uncertainties in the supply/demand
     situation, Warren may not have sufficient supplies of product to be
     delivered hereunder to meet the full requirements of all of its
     customers, contract or otherwise.  whenever that situation exists,
     Warren shall have, in addition to any other rights Warren may have
     under this Agreement, the right to reduce deliveries of such product
     on any basis which in Warren's opinion is equitable, allowing for such
     priorities to such priorities to such classes of customers as Warren
     deems appropriate.  If any such reduction occurs, Buyer shall have the
     option to terminate this Agreement as to any or all products by
     fifteen (15) day's notice, given within thirty (3) days of the notice
     of reduction.

18.  BRAND NAMES - Unless otherwise specifically agreed, Buyer shall not
     represent or permit any other person to represent, that the product
     delivered hereunder is the product of Warren.  All products delivered
     to Buyer hereunder shall be used or sold under Buyer's own brand names
     or under brand names approved by Warren, and Buyer shall not authorize
     or permit said product to be used or sold under any other brand names.

19.  CONDUCT OF BUYER'S BUSINESS - Buyer in the performance of this
     Agreement is engaged in an independent business and nothing herein
     contained shall be construed as giving Warren any right to control
     Buyer in any way in its performance of its business.  Warren has no
     right to exercise control over any Buyer's employees.  All employees
     of Buyer shall be entirely under the control and direction of Buyer
     who shall be responsible for their actions. and omissions

20.  INDEMNITY - If Warren provides adequate documentation of the
     odorization required by this contract, buyer agrees to define and hold
     Warren harmless from all expenses (including attorney's fees) or
     liability arising from any claims of whatever kind due to injuries or
     damages which occur after delivery to Buyer in connection with the
     transportation, use or handling of product covered hereunder.  BUYER'S
     INDEMNITY OBLIGATION SHALL BE APPLICABLE EVEN IF SUCH DAMAGES ARE
     DETERMINED TO HAVE BEEN PARTLY CAUSED BY THE FAULT OF SELLER OR IF
     LIABILITY WITHOUT FAULT IS IMPOSED ON SELLER, THE ONLY EXCEPTION TO
     SUCH OBLIGATION BEING WHERE THE FAULT OF SELLER IS DETERMINED TO BE
     THE SOLE CAUSE OF SUCH DAMAGES.

21.  PRICES - Prices hereunder may be changed at any time by Warren upon
     notice given either electronically (i.e. fax, DTN or phone) or by U.S.
     Mail, effective when sent.  If any such notice shall increase Warren's
     price to Buyer at any shipping point or destination above Warren's
     price for such product or freight in effect during the elapsed portion
     of the calendar year in which Warren's notice is effective, Buyer may
     by written notice to Warren given and effective within fifteen (15)
     days the date of Warren's notice, terminate this contract with respect
     to such shipping ponit or destination.

22.  ODORIZATION - Unless otherwise specifically agreed in writing, Buyer
     hereby requests that the propane sold hereunder be odorize with not
     less than 1.0 lb. of ethyl mercaptan per 10,000 gallons.  Buyer
     warrants that compliance with its request will satisfy all applicable
     legal requirements.

23.  PRODUCT HAZARDS - Buyer acknowledges receipt of Warren's Safety
     Bulletin for odorized propane and is knowledgeable of the hazards or
     risks in handling or using the product.  Buyer agrees that Buyer shall
     inform its employees, contractors and customers of any hazards or
     risks associated with the product.  Warren will make available to
     Buyer Warning Decals that are intended to be placed on consumer tanks
     or equipment and copies of its Safety Guide.  Buyer agrees to supply
     its customers with these materials or other reasonably equivalent
     safety material to warn them of the potential hazards or risks in
     using odorized propane.

24.  INCIDENT - Buyer shall notify Warren as soon as possible after it
     becomes aware of any fires or explosions occurring at locations
     propane purchase hereunder is used.  Buyer will inform Warren if said
     product is involved and will fully cooperate with Warren in obtaining
     a propane sample and any other investigation Warren deems necessary.

Buyers Initials __________

                            ------------------------


   Warren Petroleum Company                          Propane Sales Agreement
   A Division of Chevron U.S.A. Inc.
   P.O. Box 1589, Tulsa, OK 74102 * Phone (918) 560-4000

   Prepare in original and five copies
    Purchaser                           Confirming Arrangements Made With
    Empire Gas Corporation              Marty Larem

    Address                             Arrangements Made By   Date  5/1/96
    P.O. Box 303                        J. K. Nelson
    City, State, Zip                    Warren No.  27023      Purchaser No.
    Lebanon, MO  65536
    1. Term:  Warren will sell the following during period from MAY 1, 1996
         ( ) Expires on__________________
 (X)  Until April 30, 1997      and continuing month to month thereafter
 unless and until canceled at the end of any month by either party giving
 the other not less than   60   days written notice prior to the proposed
 termination date.

                                                                        Product
     Product      Approx.    Unit     Meas.                      Del.    Price
   Description     Vol.       of      Basis                     Method  Cents/
      and         (net @    Measure  (See 2)     Location      (see 2)  /Gallon
   Specifications  60
                  degrees F)
    ---------------------------------------------------------------------------
    COMMERCIAL        *       **       T       FLORIDA BASE       T        *
    PROPANE
    *SEE ATTACHMENT A
    **SEE GENERAL                               *SEE GENERAL
    PROVISIONS                                   PROVISIONS

    PROPANE (2)                                 PROPANE SALES (21)

    ---------------------------------------------------------------------------
    2. Measurement/Delivery Method      V - Volumetric per API Tables 23 and 24
       (see above)                      or 23A and 24A or 5A and 6A
       T.   Trucks       Other           M - Mass per GPA 8182
                                         O - Origin  D - Destination
       C.   Tank Cars                  
                                 
    ---------------------------------------------------------------------------
    3. Product:  (X)  Stenched    ( )  Unstenched
    ---------------------------------------------------------------------------

                                  WARNING

It is important that you periodically remind your customers and employees
that even though ethyl mercaptan has been recognized as the best available
odorant for propane, no odorant is effective 100% of the time.  the odor of
the gas may, under some circumstances, be reduced or lost if put into a tank
that is new or that has been exposed to the air for extended periods.
Electronic gas detectors (that emit a shrill sound in the presence of gas)
should be recommended to your customers as an additional safety measure for
detecting leaks.  Your customers should be familiar with the smell of the
odorant and their ability to smell it.  Inform them that colds, allergies,
smoking, alcohol, age, competing odors and simply "getting used to" the odor
can cause them not to detect escaping gas.  Familiarize yourself, your
employees and your customers with the potential limitations of the odorant
and the alleged phenomenon of "odor fade".  Warren's Odorization Bulletins,
Safety Guide and other safety materials are available to help with this
familiarization.  If you need additional information or materials to properly
educate your employees and customers, please contact the NPGA, your state
organization, or Warren Petroleum Company.

    ---------------------------------------------------------------------------
    4. Seller send statements, invoices and shipping documentation to:
       Empire Gas Corporation
       Gwen Hogan
       P.O. Box 303
       Lebanon, MO  65536
    ---------------------------------------------------------------------------
    5. Terms of Payment:
       1% EFT 14 days.
    ---------------------------------------------------------------------------
    6. Special Provisions:

    ---------------------------------------------------------------------------
    7. In addition to the above terms and conditions, the General Provisions of
  this Product Sales Agreement and all Attachments are incorporated herein
  by reference and made a part of this Agreement.  If you are in agreement
  with the foregoing terms and conditions including the indemnity
  provision, please so indicate by signing below and returning one copy of
  the Agreement to Warren.
    Accepted and Agreed to:             Warren Petroleum Company
    Empire Gas Corporation              A Division of Chevron U.S.A. Inc.
    By  /s/ Kris Lindsey                By  /s/ John K. Nelson
    Title  Vice President   Date        Title
                         5/13/96        Southeast District Manager  4/16/96

    Distribution:  Buyer for File                Distribution Section, Tulsa
                   Buyer for acceptance and      Marketing Department, Tulsa
                   return to Warren's Tulsa      Retained by Originator
                   Office
                   Accounting Division, Tulsa

                      GENERAL PROVISIONS PROPANE SALES

1.   DELIVERIES
   A.   When delivery is point of origin, delivery shall be deemed to have
        been completed:
     1.   To tank tricks when the product has actually been delivered into
          the trust;
     2.   To tank cars when the carrier accepts the same for shipment;
     3.   To pipelines upon metering of the product;
   B.   When delivery is point of destination, delivery shall be deemed to
        have been completed:
     1.   From tank trucks when truck has been placed at buyer's facilities
          for unloading;
     2.   From tank cars when carrier delivers same at the destination;
   C.   Seller shall not be liable to Buyer for quantity or quality of
        product, after completion of delivery.  Buyer agrees that the
        handling, care or use of product shall thereafter be at Buyer's
        sole risk and expense.

2.   MEASUREMENT - Measurement shall be done in the manner customarily
     utilized at the point of delivery in accordance with one of the
     following alternatives.
   A.   On all deliveries into/out of tank cars, the quantity shall be
        determined by official tank car capacity tables, meters with no
        vapor return, or by weighing, in accordance with GPA Publication
        8162,8173 and all revisions thereof.
   B.   On all deliveries into/out of transport and tank truck equipment,
        quantities shall be determined by meter with no vapor return, slip
        tube, rotary gauging device or weighing, in accordance with GPA
        Publication 8162, all appropriate GPA and API standards and all
        revisions thereof.
   C.   On all deliveries into/out of pipeline, quantity shall be
        determined by turbine or positive displacement pipeline meter in
        accordance with API Manual of Petroleum Measurement Standards.
   D.   All quantities shall be corrected to 60 degrees Fahrenheit and
        equilibrium vapor pressure at 60 degrees Fahrenheit.
   E.   Volume and compressibility correction factors shall be determined
        from referenced API tables or computer programs used to generate
        these tables.

3.   PASSAGE OF TITLE AND WARRANTY OF TITLE - Title to the product and risk
     of loss shall pass to Buyer upon delivery.  Seller warrants to Buyer
     that it has title to the product(s) delivered by it hereunder and the
     right to deliver same, and agrees to indemnify, defend and hold the
     Buyer harmless from and gains any loss, claim or demand by reason of
     any failure of such title or breach of this warranty.  SELLER MAKES NO
     OTHER WARRANTY WITH RESPECT TO THE PRODUCT OR OTHERWISE, INCLUDING,
     WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR
     A PARTICULAR PURPOSE.

4.   TAXES - Any tax, fee, or other exaction, now or hereafter, levied or
     assessed by any governmental authority upon, or as a result of the
     transaction herein provided for, or the goods or source materials
     thereof which ar the subject matter of this Agreement, shall, if
     payable by Seller, be paid by Buyer on demand by Seller.  Any personal
     property taxes levied or assessed by any governmental authority upon
     the products covered by this Agreement shall be paid by the party
     having title thereto at the time of such assessment.  Buyer shall
     furnish Seller proper exemption certificate where tax exemption is
     claimed on any product(s) delivered hereunder.

5.   GOVERNMENT REGULATIONS & LAW - Seller warrants that the product it
     delivers hereunder will be produced and delivered in full compliance
     with all applicable federal and state laws and regulations and all
     Presidential Proclamations which may be applicable.  This agreement
     shall be subject to the jurisdiction of, governed by and construed in
     accordance with the laws of the State of Oklahoma including the
     Uniform Commercial Code.  Seller agrees to comply with the provisions
     contained in Exhibit "A" if attached hereto, to the extent that such
     provisions are legally applicable to Seller.

6.   FORCE MAJEURE - If either party is rendered unable, wholly or in part,
     to perform its obligations under this Agreement (other than to make
     payments due hereunder) due to force majeure, defined herein as any
     cause or causes beyond its control, then in any such event, it is
     agreed that the affected party shall give prompt notice and full
     particulars of such force majeure to the other party.  The obligations
     of the affected party shall be suspended for the duration of such
     inability to perform but for no longer period and such cause shall, so
     far as possible, be remedied with all reasonable dispatch.

7.   ASSIGNMENT - This Agreement shall extend to and be binding upon the
     parties thereto, their heirs, successors and assigns; but it is
     expressly agreed that neither party shall voluntarily assign this
     Agreement without the prior written consent to the other.

8.   NOTICE - Any notice hereunder shall be in writing and shall be
     delivered personally, by mail, by fax, by telex, or by telegram to the
     address set forth on the attached agreement, unless changed by notice. 
     such notice shall be deemed to have been given on the date of the
     delivery thereof.

9.   WAIVER - The waiver by either party of the breach of any provision
     hereof by the other party shall not be a waiver of the breach of any
     other provision or provisions hereof or of any subsequent or
     continuing breach of such provision or provisions.

10.  ALTERATIONS - No oral promises, agreements or warranties shall be
     deemed a part hereof, nor shall nay alteration or amendment of this
     Agreement, or waiver of any of its provisions, be binding upon either
     party hereto unless the same be in writing, signed by the party
     charged.

11.  INVOICES AND TERMS OF PAYMENT - Invoices will be prepared by Seller
     and transmitted to the Buyer from time to time during the month. 
     Unless otherwise specified, payment is due within ten (10) days after
     receipt of invoice.  If payment is not made within the time allowed
     under this Agreement, then Seller may charge interest on the unpaid
     balance at the lesser of 11/2% per month or the highest rate permitted
     by Oklahoma law and Seller shall be entitled to recover its reasonable
     costs of collection, including attorney's fee.

12.  FINANCIAL RESPONSIBILITY - If in the judgment of Seller the financial
     responsibility of Buyer becomes impaired or unsatisfactory, advance
     cash payments or acceptable security (including, but not limited to a
     letter of credit form a financial institution acceptable to Seller)
     may be required by Seller, and if Buyer fails to provide such, Seller
     may without waiving any rights or remedies, withhold further
     deliveries until such payment or security is received.  Buyer's duty
     to provide the hereinabove credit assurance shall be a condition
     precedent to Seller's obligation to perform under this agreement.

13.  CONFLICTS OF INTEREST - No director, employee or agent of either party
     shall give or receive any commission, fee, rebate, gift or
     entertainment of significant cost or value in connection with this
     Agreement.  Any representative(s) authorized by either party may audit
     the applicable records of the other party solely for the purpose of
     determining whether there has been compliance with this paragraph.

14.  AUDIT - Each party and its authorized representatives shall have
     access to the accounting records and other documents maintained by the
     other party which relate to the product being sold to the other party
     under this Agreement and shall have the right to audit such records
     once a year a any reasonable time or times during the term of this
     Agreement and for two years after the year in which this Agreement
     terminates.  Neither party shall make claim on the other for any
     adjustment after said two-year period.

15.  TANK CARS - If Seller's tank cars are used and they are not unloaded
     and returned to railroad, Buyer shall be liable to Seller for rental
     at the rate of $50.00 for each day or fraction thereof in excess of 7
     days.  Tank cars shall not be diverted without Seller's written
     consent.

16.  QUALITY - All products delivered under this Agreement shall meet the
     latest GPA specifications for that product and contain no deleterious
     substances.  Product delivered under this agreement shall not contain
     concentrations of any contaminations that may make it or its
     components commercially unacceptable in general industry application. 
     Any requirements of buyer pertaining to potential contaminants and/or
     specific hydrocarbon composition not listed in the product
     specification must be identified by buyer and allowable concentrations
     agreed to in writing by both parties prior to delivery.

17.  SHORTAGE OF PRODUCTS - Due to uncertainties in the supply/demand
     situation, Warren may not have sufficient supplies of product to be
     delivered hereunder to meet the full requirements of all of its
     customers, contract or otherwise.  whenever that situation exists,
     Warren shall have, in addition to any other rights Warren may have
     under this Agreement, the right to reduce deliveries of such product
     on any basis which in Warren's opinion is equitable, allowing for such
     priorities to such priorities to such classes of customers as Warren
     deems appropriate.  If any such reduction occurs, Buyer shall have the
     option to terminate this Agreement as to any or all products by
     fifteen (15) day's notice, given within thirty (3) days of the notice
     of reduction.

18.  BRAND NAMES - Unless otherwise specifically agreed, Buyer shall not
     represent or permit any other person to represent, that the product
     delivered hereunder is the product of Warren.  All products delivered
     to Buyer hereunder shall be used or sold under Buyer's own brand names
     or under brand names approved by Warren, and Buyer shall not authorize
     or permit said product to be used or sold under any other brand names.

19.  CONDUCT OF BUYER'S BUSINESS - Buyer in the performance of this
     Agreement is engaged in an independent business and nothing herein
     contained shall be construed as giving Warren any right to control
     Buyer in any way in its performance of its business.  Warren has no
     right to exercise control over any Buyer's employees.  All employees
     of Buyer shall be entirely under the control and direction of Buyer
     who shall be responsible for their actions. and omissions

20.  INDEMNITY - If Warren provides adequate documentation of the
     odorization required by this contract, buyer agrees to define and hold
     Warren harmless from all expenses (including attorney's fees) or
     liability arising from any claims of whatever kind due to injuries or
     damages which occur after delivery to Buyer in connection with the
     transportation, use or handling of product covered hereunder.  BUYER'S
     INDEMNITY OBLIGATION SHALL BE APPLICABLE EVEN IF SUCH DAMAGES ARE
     DETERMINED TO HAVE BEEN PARTLY CAUSED BY THE FAULT OF SELLER OR IF
     LIABILITY WITHOUT FAULT IS IMPOSED ON SELLER, THE ONLY EXCEPTION TO
     SUCH OBLIGATION BEING WHERE THE FAULT OF SELLER IS DETERMINED TO BE
     THE SOLE CAUSE OF SUCH DAMAGES.

21.  PRICES - Prices hereunder may be changed at any time by Warren upon
     notice given either electronically (i.e. fax, DTN or phone) or by U.S.
     Mail, effective when sent.  If any such notice shall increase Warren's
     price to Buyer at any shipping point or destination above Warren's
     price for such product or freight in effect during the elapsed portion
     of the calendar year in which Warren's notice is effective, Buyer may
     by written notice to Warren given and effective within fifteen (15)
     days the date of Warren's notice, terminate this contract with respect
     to such shipping ponit or destination.

22.  ODORIZATION - Unless otherwise specifically agreed in writing, Buyer
     hereby requests that the propane sold hereunder be odorize with not
     less than 1.0 lb. of ethyl mercaptan per 10,000 gallons.  Buyer
     warrants that compliance with its request will satisfy all applicable
     legal requirements.

23.  PRODUCT HAZARDS - Buyer acknowledges receipt of Warren's Safety
     Bulletin for odorized propane and is knowledgeable of the hazards or
     risks in handling or using the product.  Buyer agrees that Buyer shall
     inform its employees, contractors and customers of any hazards or
     risks associated with the product.  Warren will make available to
     Buyer Warning Decals that are intended to be placed on consumer tanks
     or equipment and copies of its Safety Guide.  Buyer agrees to supply
     its customers with these materials or other reasonably equivalent
     safety material to warn them of the potential hazards or risks in
     using odorized propane.

24.  INCIDENT - Buyer shall notify Warren as soon as possible after it
     becomes aware of any fires or explosions occurring at locations
     propane purchase hereunder is used.  Buyer will inform Warren if said
     product is involved and will fully cooperate with Warren in obtaining
     a propane sample and any other investigation Warren deems necessary.

Buyers Initials __________


                              ATTACHMENT A TO
                   PROPANE SALES AGREEMENT NO.   27023  
                            DATED:  MAY 1, 1996
1.   TRADEMARK.  Buyer acknowledges that the CHEVRON and WARRENGAS
     Trademarks are valuable property rights belonging to Chevron
     Corporation and its subsidiaries, including Chevron U.S.A. inc. and
     that any use thereof by Buyer in connection with this agreement is
     solely for the purposes of advertising products obtained from such
     subsidiaries.  Upon termination of this agreement, Buyer agrees that
     it will make no further use of such trademarks or any other mark, name
     or designs confusingly similar therewith.

2.   QUANTITY.  During the term hereof, Buyer agreed to buy the product
     herein specified in monthly quantities of not less than the minimum
     set forth below and Warren agrees to sell said quantities to Buyer. 
     Buyer shall purchase such entities as evenly as possible during each
     month.  If during any period of this agreement the quantity of product
     Warren is obligate to deliver to Buyer is prescribed by government
     rules, regulations or orders, then the quantity of product covered by
     this agreement shall be the quantity so prescribed for such period and
     Buyer agrees to buy and Warren agrees to sell such Quantity.

                      VOLUME (IN THOUSAND OF GALLONS)

                     MINIMUM    MAXIMUM               MINIMUM     MAXIMUM
      April             468         572   October         429        525   
                                                                       
      May               399         487   November        560        684   
                                                                       
      June              416         509   December        750        916   
                                                                       
      July              370         452   January         812        992   
                                                                       
      August            346         422   February        616        752   
                                                                       
      September         376         460   March           533        651   
                                                                       

For the purpose of determining compliance with the above quantity schedule,
purchase of product shall be allocated to the month in which shipment is
made.  Should either party fail to comply in any amount with the above
schedule, the other party may elect to terminate this agreement by mailing
notice of such termination on or before the 20th day of the succeeding
month.  If the Buyer fails to purchase 100% of the above specified minimum
monthly quantities during any month or months and Warren does not elect to
terminate this agreement, Warren shall not be obligated hereunder to sell
to Buyer in any of the succeeding six months more than one and one half
times the average monthly quantity which Buyer actually purchased during
the preceding six-month period.

When delivery is into tank trucks furnished by Buyer, the delivery ticket
showing the quantity delivered shall be signed by the loader as the agent
of Warren and by the truck driver as the agent of the Buyer; such
quantities shall be conclusively presumed to have been delivered to Buyer.

On or before the 1st day of each month Buyer shall inform Warren of
quantities required during such month, delivery dates, and when applicable,
destinations of each shipment.  Warren shall not be obligated to ship less
than a tank car or tank truck load.

3.   Method of Delivery: XXXXXXXXXX  By tank truck furnished by Buyer.


               XXXXXXXXXX  By tank truck furnished by Warren.

                                      By tank truck furnished by            
                        with a
                                capacity of                 gallons each.

                             PRICE INFORMATION

            Prices in effect as of      APRIL 16      , 19  96  

      Sales based on (X) Shipping point price or ( ) Destination price

     PRICING                                     PRICE IN       FREIGHT
     POINTS      DESTINATIONS     PRODUCTS    CENTS/GALLONS     CHARGES
  FLORIDA BASE        *          COMMERCIAL         *             N/A
                                  PROPANE
     *SEE ATTACHMENT


NO. 1 DATED 5/1/96


                              ATTACHMENT NO. 1
                                TO PSA 27023
                            DATED:  MAY 1, 1996

 SHIPPING           DESTINATION          DESTINATION*         FREIGHT
 POINT                                      PRICE            ALLOWANCE
 Tampa              Arcadia                 49.319             3.054

 Tampa              Ft. Myers               49.648             3.889
 Tampa              Ft. Pierce              49.695             4.790
 Tampa              Indiantown              49.648             5.263
 Tampa              N. Ft. Myers            49.648             3.790

 Tampa              Okeechobee              49.648             4.325
 Tampa              Orlando                 49.084             2.960
 Tampa              Palmetto                49.084             1.730
 Tampa              Plymouth                48.990             3.330

 Tampa              Pt. St. Luice           49.789             4.830
 Tampa              S. Ft. Myers            49.648             4.489

 Pt. Ever.          Boca Raton              49.836             1.344

 Pt. Ever.          Davie                   49.836             1.331
 Pt. Ever.          Deerfield               49.836             1.343
 Pt. Ever.          Delray Beach            49.836             1.532
 Pt. Ever.          Green Acres             49.789             1.704

 Pt. Ever.          Hollywood               49.836             1.181
 Pt. Ever.          Indiantown              49.648             2.577
 Pt. Ever.          Medley                  49.977             1.532
 Pt. Ever.          Miami                   49.977             1.477
 Pt. Ever.          Pompano Beach           49.836             1.331

 Pt. Ever.          South Bay               49.695             2.333
 Pt. Ever.          West Palm Beach         49.789             1.806

 Taft               Arcadia                 49.319             3.530

 Taft               Ft. Pierce              49.695             3.650
 Taft               Indiantown              49.648             4.300
 Taft               Okeechobee              49.648             3.400
 Taft               Orlando                 49.084             1.245

 Taft               Plymouth                48.990             1.540
 Taft               Pt. St. Lucie           49.789             4.210

            Freight allowance subject to change.               
              *Prices as of 4/16/96 and are subject to change.