Exhibit 10.2

                              CONSULTING AGREEMENT

     This  Consulting  Agreement  ("Agreement")  is entered into this 9th day of
April,  1999 among  NIPSCO  Industries,  Inc.  ("NI"),  an Indiana  corporation,
Primary  Energy,  Inc.  ("Company"),  an Indiana  corporation and a wholly-owned
subsidiary of NI, and Joseph L. Turner, Jr. ("Consultant").

     WHEREAS,  NI and Company wish to enter into a consulting  relationship with
Consultant; and

         WHEREAS,  Consultant  desires to enter into a  consulting  relationship
with NI and Company upon the terms and conditions hereinafter contained;

         NOW, THEREFORE, in consideration of the covenants and agreements herein
set forth,  and of the mutual  benefits  accruing to NI,  Company and Consultant
from the  consulting  relationship  to be  established  among the parties by the
terms of this Agreement, NI, Company and Consultant agree as follows:

1.       Consulting Relationship.

         Company hereby retains  Consultant,  and Consultant hereby agrees to be
retained by Company, as an independent consultant, and not as an employee.

2.       Term.

     The Term of this  Agreement  shall  begin on  November  21,  2001 and shall
continue until November 20, 2003. In no event shall this Agreement be renewed or
extend  beyond  November  20, 2003  without the express  written  consent of the
parties  hereto.   Notwithstanding  the  preceding  two  sentences:

                  (a)  Mutual Agreement.  This Agreement may be terminated at
         any time by mutual  agreement of the parties hereto.

                  (b) Breach or Injurious  Conduct.  NI or Company may terminate
         this Agreement at any time without notice if (i) Consultant  materially
         breaches any provision of this Agreement or (ii) Consultant  engages in
         conduct which, in the judgment of the Chief  Executive  Officer and the
         Vice President,  Human Resources of NI, is deemed to be injurious to NI
         or Company.

                  (c) Death or  Inability  to Perform  due to Injury or Illness.
         This Agreement shall terminate as of the date of Consultant's death, or
         Consultant's  Inability to Perform Due to Injury or Illness.  Inability
         to Perform  Due to Injury or Illness  shall be defined as  Consultant's
         absence  from work due to injury or illness  for 15 days  during any 12
         month period in the Term.

                  (d) Failure to Meet Performance Standard. This Agreement shall
         terminate as of December 31 of any calendar  year ending in the Term in
         which Company's Revenue does not exceed Company's Revenue for the prior
         calendar  year by at least two and  one-half  percent  (2.5%).  Revenue
         shall  mean  pre-tax  operating  income of Company  for the  applicable
         calendar  year as defined in Company's  Incentive  Plan existing on the
         date hereof.

                  (e)  Relinquishment of Duties.  This Agreement may, by express
         written  agreement  of the  parties  hereto,  be  terminated  upon  the
         relinquishment of all of Consultant's  duties hereunder to Consultant's
         successor identified pursuant to subsection 3(d).

                  (f) Change in Control. This Agreement shall terminate upon the
         effective date of a Change in Control as defined in Section 6.

3.       Consulting Services.

         Consultant agrees that during the Term of this Agreement:

         (a)      He  will  devote  his  best  efforts  to  his  position  as an
                  independent  consultant  for  Company  and will  perform  such
                  duties and execute the  policies of Company as  determined  by
                  the Chief  Executive  Officer  and the Vice  President,  Human
                  Resources of NI;  provided  that said duties and policies will
                  not be inconsistent with the nature of the duties performed by
                  Consultant  during  his  active  service  with  Company  as an
                  officer  and  employee  thereof   immediately   prior  to  the
                  commencement of the Term;

         (b)      Consultant  shall  exercise a  reasonable  degree of skill and
                  care in performing  the services  referred to in paragraph (a)
                  above;

         (c)      Consultant  shall be available  to render  services to Company
                  under this Agreement for a minimum of 223 business days during
                  any 12-month  period  commencing on the date of this Agreement
                  or any anniversary thereof.  Consultant shall not be obligated
                  to render in excess  of 223 days of  service  during  any such
                  12-month  period,  nor shall Consultant be obligated to render
                  services on any  holiday  recognized  by  Company.  Consultant
                  shall be entitled  to elect 25  business  days during any such
                  12-month  period for which he shall not be obligated to render
                  any services under this Agreement; and

         (d)      Consultant  shall  retain  the title of  President  of Company
                  until  such  time  as he  identifies  a  successor  to  act as
                  President of Company. At such time Consultant shall relinquish
                  the title of  President of Company and shall retain such title
                  as is mutually agreed upon among Consultant, NI and Company.

4.       Compensation.

         (a)      On November 21, 2001,  Consultant shall receive a start bonus,
                  payable in cash, in the amount of $30,000, from Company.

         (b)      On November  21,  2001,  Consultant  shall  receive a grant of
                  restricted  stock of NI, in similar  amount  and with  similar
                  restrictions  as the  grant  of NI  restricted  stock  made to
                  Consultant  during  calendar  year 2000 while he was an active
                  employee of Company.

         (c)      Company  agrees  to pay  Consultant  consulting  fees  for his
                  services  performed  under  this  Agreement  at  the  rate  of
                  $19,500.00 per month, increased by five percent (5%) effective
                  on each February 1 occurring during the Term of the Agreement;
                  provided that the Agreement is not otherwise  terminated under
                  Section 2.

         (d)      Consultant  shall be entitled to  reimbursement  for  expenses
                  authorized in writing by Company and incurred by Consultant in
                  the performance of his duties under this Agreement.

         (e)      Consultant shall receive Short-Term  Incentive Payments during
                  the Term of the Agreement  payable in cash and stock,  similar
                  to those earned by Consultant  while he was an active employee
                  of Company  during  the last full  calendar  year  immediately
                  preceding the commencement of the Term of the Agreement.

         (f)      Consultant shall receive Long-Term  Incentive  Payments during
                  the Term of the  Agreement in the form of  nonqualified  stock
                  options  ("NQOs")  to purchase  shares of common  stock of NI,
                  payable on such terms and in such amounts as determined by the
                  Chief Executive Officer or the Vice President, Human Resources
                  of NI.  In making  such  determination,  the  Chief  Executive
                  Officer and the Vice  President,  Human  Resources of NI shall
                  consider the size and  features of NQOs granted to  Consultant
                  during the last full calendar year  immediately  preceding the
                  commencement of the Term of the Agreement and the Consultant's
                  compensation   relative  to  executives   serving  in  similar
                  positions in the industry.

         (g)      The amount of Consultant's  Short-Term and Long-Term Incentive
                  Payments   shall  be  based  on   Consultant's   progress   in
                  identifying a successor as President of Company, and Company's
                  progress in developing  projects outside the Northwest Indiana
                  region.  The Chief  Executive  Officer and the Vice President,
                  Human  Resources of NI, in their  discretion,  shall determine
                  whether such  progress  has been made in each area,  and shall
                  base the terms and amounts of such  Short-Term  and  Long-Term
                  Incentive Payments on such determination.

         (h)      Consultant  shall not be entitled to participate in or receive
                  benefits  under  any NI or  Company  programs  maintained  for
                  employees,  including,  without limitation,  life, medical and
                  disability benefits, pension, profit sharing, savings or other
                  retirement plans or other fringe benefits. However, Consultant
                  shall  receive all vested  benefits  which he accrued prior to
                  his termination of active employment with Company  immediately
                  prior to the  commencement  of the  Term  under  all  employee
                  benefit plans of NI and Company, pursuant to the terms of each
                  respective  plan,  and to  participate  in such  plans  as are
                  available to retired employees of NI and Company.

5.       Other Conditions.

         Company shall, at its expense,  provide Consultant with appropriate and
sufficient space in order to allow  Consultant to perform his duties  hereunder.
Consultant  shall have no  authority  over any  employee  or officer of Company,
except as may be necessary in the routine  performance of his duties  hereunder,
nor shall NI or Company be  required  in any  manner to  implement  any plans or
suggestions Consultant may provide.

6.       Change in Control.

         A "Change in Control"  shall be deemed to take place on the  occurrence
of any of the following events:

         (1)      The acquisition by an entity,  person or group  (including all
                  Affiliates or  Associates of such entity,  person or group) of
                  beneficial  ownership,  as that term is  defined in Rule 13d-3
                  under the Securities Exchange Act of 1934, of capital stock of
                  NI  entitled  to  exercise  more  than 30% of the  outstanding
                  voting  power of all  capital  stock of NI entitled to vote in
                  elections of directors ("Voting Power");

         (2)      The effective time of (i) a merger or consolidation of NI with
                  one or more  other  corporations  as a  result  of  which  the
                  holders  of the  outstanding  Voting  Power of NI  immediately
                  prior  to  such  merger  or  consolidation   (other  than  the
                  surviving  or  resulting   corporation  or  any  Affiliate  or
                  Associate  thereof)  hold less than 50% of the Voting Power of
                  the surviving or resulting corporation,  or (ii) a transfer of
                  30% of the  Voting  Power,  or a  Substantial  Portion  of the
                  Property,  of NI other  than to an  entity of which NI owns at
                  least 50% of the  Voting  Power.  Substantial  Portion  of the
                  Property of NI shall mean 50% of the  aggregate  book value of
                  the  assets of NI and its  Affiliates  and  Associates  as set
                  forth on the most recent  balance  sheet of NI,  prepared on a
                  consolidated  basis, by its regularly  employed,  independent,
                  certified public accountants;

         (3)      The election to the Board of Directors of NI of candidates who
                  were not recommended for election by the Board of Directors of
                  NI in  office  immediately  prior  to the  election,  if  such
                  candidates  constitute  a  majority  of those  elected in that
                  particular election; or

         (4)      The sale by NI of a majority of the capital stock of Company
                  to a third party in which NI holds less than 50% of the
                  Voting Power.

Notwithstanding  the foregoing,  a Change in Control shall not be deemed to take
place by virtue of any  transaction  in which  Consultant is a participant  in a
group  effecting an acquisition  of NI or Company and,  after such  acquisition,
Consultant  holds an equity  interest  in the  entity  that has  acquired  NI or
Company.

         In the event of a Change in Control,  Consultant  shall  receive a lump
sum cash payment  equal to the present  value of an amount  comprised of (i) all
consulting  fees,  as provided in Section 3 and (ii) fifty  percent (50%) of the
Short-Term  Incentive Payments,  that would otherwise be payable under Section 3
during  the  remainder  of the Term of the  Agreement.  No  Long-Term  Incentive
Payments  shall be included in the  determination  of such lump sum cash payment
payable in the event of a Change in Control.  In  determining  present value for
purposes of this Change in Control  calculation,  the Moody's Average  Corporate
Bond Index Rate shall be used.

7.       Title to Certain Tangible Property.

         All tangible materials (whether original or duplicates) including,  but
not in any way  limited to,  equipment  purchase  agreements,  file or data base
materials in whatever form, books,  manuals,  sales literature,  equipment price
lists,  training materials,  client record cards, client files,  correspondence,
documents, contracts, orders, messages, memoranda, notes, agreements,  invoices,
receipts,  lists,  software  listings  or  printouts,  specifications,   models,
computer  programs,  and  records  of any kind in the  possession  or control of
Consultant  which in any way  relate or pertain to NI's  business  or  Company's
business,  including  the business of the  subsidiaries  or  affiliates of NI or
Company, whether furnished to Consultant by NI or Company or prepared,  compiled
or acquired by Consultant during his consulting relationship with Company, shall
be the sole  property  of Company or NI. At any time upon  request of Company or
NI, and in any event  promptly upon  termination of this  Agreement,  Consultant
shall deliver all such materials to Company or NI. NI and Company shall be under
no  obligation  to pay to  Consultant  any sums of money then due  Consultant or
becoming due  thereafter  until  Consultant  has complied with the provisions of
this section.

8.       Title to Certain Intangible Property.

         Consultant  shall  immediately  disclose  and assign to Company all his
right,  title  and  interest  in any  inventions,  models,  processes,  patents,
copyrights  and  improvements  thereon  relating  to services  or  processes  or
products of NI and Company that he conceives or acquires  during any  consulting
relationship  with NI or Company  or that he may  conceive  or acquire  during a
period of one year after termination of this Agreement.

9.  Acknowledgment of Necessity of Special  Covenants  Contained in Sections 10,
11, and 12.

         In the course of Consultant's consulting services hereunder, Consultant
will acquire  valuable trade secrets,  proprietary  data and other  confidential
information,  with respect to Company's and NI's  business.  The parties  hereto
agree  that  such  trade  secrets,   proprietary  data  and  other  confidential
information  include  but are not  limited  to the  following:  the  inventions,
models, processes,  patents,  copyrights,  and improvements thereon described in
Section 8, NI's and  Company's  business and  financial  methods and  practices,
pricing  and  selling  techniques,  file or data base  materials,  price  lists,
software listings or printouts,  computer programs,  lists of NI's and Company's
customers,  customer record cards,  customer files, credit and financial data of
NI's  and  Company's  suppliers  and  present  and  prospective  customers,  and
particular  business  requirements of NI's and Company's present and prospective
customers,  as well as similar  information  relating  to the  subsidiaries  and
affiliates of NI and Company. In addition, Consultant, on behalf of Company, may
develop a personal  acquaintance with customers and prospective  customers of NI
and Company,  its subsidiaries  and affiliates.  As a consequence  thereof,  the
parties hereto  acknowledge  that Consultant will occupy a position of trust and
confidence with respect to NI's and Company's affairs, products and services.

         In view of the foregoing and in consideration of the remuneration to be
paid to Consultant,  Consultant acknowledges that it is reasonable and necessary
for  the  protection  of  the  goodwill  and  business  of NI and  Company  that
Consultant make the covenants contained in Sections 10, 11, and 12 regarding the
conduct of  Consultant  during  and  subsequent  to  Consultant's  rendering  of
services to Company,  and that NI or Company will suffer  irreparable  injury if
Consultant engages in conduct prohibited thereby. Consultant represents that his
experience  and  abilities  are  such  that  observance  of  the  aforementioned
covenants will not cause Consultant any undue hardship or unreasonably interfere
with Consultant's ability to earn a livelihood.

         The  covenants  contained  in  Sections  10,  11,  and 12 shall each be
construed as a separate  agreement  independent of any other  provisions of this
Agreement,  and the  existence  of any claim or cause of  action  of  Consultant
against NI or Company, whether predicated on this Agreement or otherwise,  shall
not  constitute  a defense to the  enforcement  by NI or Company of any of those
covenants.

10.      Trade Secrets and Confidential Information.

         Consultant, during the term of the Agreement or at any time thereafter,
will not,  without the  express  written  consent of NI or Company,  directly or
indirectly  communicate  or  divulge  to, or use for his own  benefit or for the
benefit of any other person,  firm,  association or corporation,  any of NI's or
Company's   trade   secrets  or  trade  secrets  of  either  NI's  or  Company's
subsidiaries or affiliates,  proprietary data or other confidential  information
including, by way of illustration, the information described in Section 8, which
trade  secrets,   proprietary  data  and  other  confidential  information  were
communicated to or otherwise  learned or acquired by Consultant in the course of
the consulting  relationship  covered by this Agreement,  except that Consultant
may disclose  such matters to the extent that  disclosure is required (a) in the
course of the  consulting  relationship  with Company or (b) by a court or other
governmental  agency of competent  jurisdiction.  As long as such matters remain
trade secrets,  proprietary data or other confidential  information,  Consultant
will  not  use  such  trade  secrets,  proprietary  data or  other  confidential
information  in any way or in any capacity other than as a consultant of Company
and to further the NI's or Company's interests.

11.      NI and Company Customers.

         For a period of two years  following the  termination of this Agreement
for any reason whatsoever (or if this period shall be unenforceable by law, then
for such period as shall be  enforceable),  Consultant  will not contact (with a
view  towards  selling  any product or service  competitive  with any product or
service  sold  or  immediately  proposed  to be  sold  by  NI,  Company,  or any
subsidiary  or  affiliate  of NI or Company at the time of  termination  of this
Agreement) any person, firm, association or corporation (a) to which NI, Company
or any subsidiary or affiliate of NI or Company sold any product or service, (b)
which Consultant solicited, contacted or otherwise dealt with on behalf of NI or
Company or any subsidiary or affiliate of NI or Company, or (c) which Consultant
was  otherwise  aware was a  customer  of NI or  Company  or any  subsidiary  or
affiliate  of NI or  Company,  during  the twelve  month  period  preceding  the
termination of this  Agreement.  Consultant will not directly or indirectly make
any such  contact,  either for his own  benefit or for the  benefit of any other
person, firm, association, or corporation, and Consultant will not in any manner
assist any person, firm, association, or corporation to make any such contact.

12.      Restrictive Covenants.

         Consultant  shall not,  during the term of this  Agreement  and for two
years thereafter (or if this period shall be unenforceable by law, then for such
period as shall be  enforceable),  be  associated,  directly or  indirectly,  as
employee, proprietor,  stockholder, partner, agent, representative,  officer, or
otherwise,  with the  operation of any  business  that is  competitive  with any
business  of NI or  Company  or  their  respective  affiliates  or  subsidiaries
throughout the United States, except that Consultant's ownership (or that of his
spouse  and  children)  of  publicly  traded  securities  of any  such  business
representing less than 1% of such securities outstanding shall not be considered
a violation of this section. For purposes of the preceding sentence,  Consultant
shall be considered as the  "stockholder" of any equity  securities owned by his
spouse  and all  relatives  and  children  residing  in  Consultant's  principal
residence.  Notwithstanding  the foregoing,  Consultant  may  participate in the
affairs of any governmental,  educational or other charitable  institution,  may
engage in professional speaking and writing activities and may serve as a member
of the board of directors  of publicly  held  corporations  so long as the Chief
Executive Officer or Vice President,  Human Resources of NI, in good faith, does
not determine that such activities  unreasonably  interfere with the business of
NI or Company or diminish  Consultant's duties and obligations to NI or Company,
and  Consultant  shall be  entitled  to  retain  all fees,  royalties  and other
compensation  derived form such activities in addition to the  compensation  and
other benefits otherwise payable to him.

13.      Relief.

         In the event of a breach or a  threatened  or  intended  breach of this
Agreement by any party hereto, the other parties shall be entitled,  in addition
to remedies  otherwise  available  to such  parties at law or in equity,  to the
following particular forms of relief:

                  (a) In the event Consultant breaches Section 10, 11, or 12, NI
         and Company  shall be entitled to  injunctions,  both  preliminary  and
         permanent,  enjoining such breach or threatened or intended breach, and
         Consultant  hereby  consents to the issuance  thereof  forthwith in any
         court of competent jurisdiction.

                  (b) In the  event  any party  shall  enforce  any part of this
         Agreement through legal proceedings,  the other parties agree to pay to
         such prevailing party any costs and attorney's fees reasonably incurred
         by him or it in connection therewith.

         The taking of any action by any party or the  forbearance  of any party
to take any  action  shall not  constitute  a waiver by such party of any of its
rights to remedies or relief under this Agreement or under law or equity.

14.      The Complete Agreement.

         This Agreement  represents the complete Agreement among NI, Company and
Consultant  concerning  the  subject  matter  hereof  and  supersedes  all prior
agreements  or  understandings,  written or oral. No attempted  modification  or
waiver of any of the  provisions  hereof shall be binding on any party unless in
writing and signed by Consultant,  NI and Company. This Agreement may, by mutual
written  agreement of the parties hereto,  be modified upon a material change in
Consultant's duties hereunder or the relinquishment of a material portion of his
duties to a successor.

15.      Notices.

         Notices  required under this Agreement  shall be in writing and sent by
registered mail, return receipt requested, to the following addresses or to such
other address as the party being notified may have  previously  furnished to the
other party by written notice:

         If to NI:                  NIPSCO Industries, Inc.
                                    801 E. 86th Avenue
                                    Merrillville, IN 46410

                                    Attention: Vice President, Human Resources

         If to Company:             Primary Energy, Inc.
                                    801 E. 86th Avenue
                                    Merrillville, IN 46410

         If to Consultant:          Joseph L. Turner, Jr.
                                    117 West Hickory Avenue
                                    Hinsdale, Illinois 60521-3345


<PAGE>



16.      Assignability.

         This  Agreement  may not be  assigned  by any party  without  the prior
written consent of the other parties, except that no consent is necessary for NI
to assign this Agreement to a corporation  succeeding to  substantially  all the
assets or  business  of NI  whether  by merger,  consolidation,  acquisition  or
otherwise,  or for Company to assign this Agreement to a corporation  succeeding
to  substantially  all of the assets or business  of Company  whether by merger,
consolidation,  acquisition or otherwise.  This Agreement  shall be binding upon
Consultant,  his heirs and permitted  assigns,  NI, its successors and permitted
assigns, and Company, its successors and permitted assigns.

17.      Severability.

         Each of the sections  contained in this Agreement  shall be enforceable
independently  of every other section in this  Agreement,  and the invalidity or
nonenforceability  of any section shall not invalidate or render  nonenforceable
any other section  contained herein. If any section or provision in a section is
found invalid or unenforceable,  it is the intent of the parties that a court of
competent  jurisdiction  shall reform the section or  provisions  to produce its
nearest enforceable economic equivalent.

18.      Applicable Law.

         It is the  intention  of the  parties  hereto that all  questions  with
respect to the construction and performance of this Agreement and the rights and
liabilities  of the parties  hereto shall be determined  in accordance  with the
laws of the State of Indiana.  The parties hereto submit to the  jurisdiction of
the courts of Indiana  in  respect  of any matter or thing  arising  out of this
Agreement or pursuant thereto.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and the year first above written.


                                               NIPSCO Industries, Inc.


                                               By: /s/ Gary L. Neale

                                               Title:   Chairman, President and
                                                        Chief Executive Officer

                                               Primary Energy, Inc.


                                               By: /s/ Mark D. Wyckoff

                                               Title:   Assistant Secretary


                                               By: /s/ Joseph L. Turner, Jr.
                                                       Joseph L. Turner, Jr.,
                                                       Consultant
::ODMA\PCDOCS\CHI_DOCS2\268546\2 18Mar99  15:51:23