SCOULER ANDREWS INTERNATIONAL, LLC225 West Wacker Drive, Suite 1900Chicago, IL 60606

March1, 2004

Mr.Steven D. Overly, EsqGeneralCounselNUICorporation550Route 202-206Bedminster,NJ 07921 

DearMr. Overly:

Thisletter confirms the engagement of Scouler Andrews International, LLC("we," "us," "our" or "Consultant") byNUI Corporation and its subsidiaries (individually and collectively,"you," "your" or the "Company") to provide theservices described below.

Asrequested by the President and Chief Executive Officer of the Company from timeto time, Consultant will provide the following services:

1.    Provide the services of Daniel Scouler toserve as Chief Financial Officer of the Company, reporting directly to CraigMatthews, and the services of Jamie Lisac. It is expected that Mr. Scouler willdevote an average of 2 days per week and that Mr. Lisac will devote an averageof 3-4 days per week in meeting Consultant's obligations under this letteragreement. Such work shall be performed in the Company's offices in New Jersey.

2.    Oversee the preparation of the Company'sfinancial statements, including various liquidity and cash flow forecasts andstatements. By the end of March, train existing NUI employees to operate thecash flow model that has been developed. Address financial issues as they ariseor as requested by the President and Chief Executive Officer (e.g. intercompanybalances) .

3.    Provide consultation and negotiationassistance in connection with all merger, acquisition, divestiture, existingfinancing and refinancing activities of the Company, including any debtcovenant issues that may arise.

4.    Assist the Company in its communicationswith the Company's lenders and rating agencies.

5.    Assist the Company with implementation of anyphases of its business as directed by the Board of Directors. It is understoodand agreed that in no event shall we participate in any effort or activitiesrelated or designed to restructure, downsize or operate Elizabethtown Gas. 

6.    If the Company determines to file avoluntary petition for relief under Chapter 11 of Title 11 of the United StatesCode (a "Bankruptcy Petition") (a) assist in connection withorganizing the Company's resources and activities so as to effectively andefficiently plan, coordinate and manage the Chapter 11 process and communicatewith customers, lenders, suppliers, . employees, shareholders and other partiesin interest; (b) advise the Company concerning interfacing with OfficialCommittees, other constituencies and their professionals, including thepreparation of financial and operating information required by such partiesand/or the applicable bankruptcy court; (c) assist the Company in forecasting,planning, controlling and in other aspects of managing cash and obtaining DIPfinancing; (d) consult with the Company with respect to resolving disputes andotherwise managing the claims process; and (e) assist the Company in thedevelopment of a 'plan of reorganization' and underlying 'business plan,'including the related assumptions and rationale.

7.    Provide an appropriate level and size ofConsultant's staff to fully satisfy Consultant's obligations hereunder in ahighly professional manner.

8.    Provide such other similar services as maybe requested.

Inaddition to these specific services, we understand that at your request and tothe extent appropriate, we may be asked to participate in meetings anddiscussions with the Company, its lenders, other creditor constituencies andtheir respective professionals.

In theevent of the filing of a Bankruptcy Petition, our agreement to provide serviceshereunder is contingent upon the bankruptcy court's approval of our engagementin accordance with terms to be mutually agreed to reflect the potentialexpanded scope inherent in a bankruptcy reorganization.

Accordingly,until the requisite approval of the Bankruptcy Court has been obtained, we willnot be obliged to perform any further services hereunder.

We willperform our services in a manner that will permit the business operations ofthe Company to proceed in an orderly manner, subject to the requirements ofthis engagement. Our personnel will require on-site access to review books,records, reports and other data located at the offices of the Company and todiscuss matters with its management and other personnel. In addition, you agreeto provide reasonable access to (a) your computer systems (including reasonablecomputer services support) and (b) your other professional advisors, includingyour independent accountants and outside counsel.

Weunderstand that we are not being requested to perform an audit. We will not,nor are we under any obligation to extend our activities beyond the scope setforth herein, unless we agree to do so upon your specific request.

Weunderstand that the Company has agreed to treat any information received fromus, whether orally or in writing, with the utmost confidentiality and, exceptas provided in this letter, will not publish, distribute or disclose in anymanner any information developed by or received from us without our priorwritten approval (except to the Company's respective officers, directors,employees, attorneys, advisors or lenders, to whom you may disclose suchinformation on a 'need to know' basis without our prior written approval). Suchapproval shall not be unreasonably withheld. Our approval is not needed if (a)the information sought is required to be disclosed by an order binding on theCompany or us, issued by a court having competent jurisdiction over the Companyor us, as applicable (unless such order specifies that the information to bedisclosed is to be placed under seal), (b) the information is required to bedisclosed pursuant to any law, regulation or similar legal obligation, or (c)such information is otherwise publicly available. We agree that allconfidential non-public information that is received by us from the Company orthe Company's accountants or outside counsel in connection with this engagementwill be treated confidentially by us, except as required by law or asauthorized by the Company.

Ouragreed compensation for the services to be rendered pursuant to this letteragreement is set forth on Schedule I. We will also be reimbursed for customaryand reasonable out-of-pocket expenses including, but not limited to, travel,lodging, costs of reproduction, typing, computer usage, legal counsel and otherdirect expenses.

We willsubmit to the Company monthly invoices for all services rendered and expensesincurred. Our invoices are due upon receipt.

It isunderstood that if employees of Consultant are required to testify at anyadministrative or judicial proceeding relating to this matter (whether duringthe term of this letter agreement or after termination), Consultant will becompensated by the Company at the regular hourly rates for each such employee,in effect at the time, and reimbursed for reasonable out-of-pocket expenses(including counsel fees).

We havein the past and may in the future provide services to various Company lendersand creditors on matters unrelated to the Company. We have discussed theserelationships with you and you hereby expressly agree that you do not believethat this creates for us a conflict of interest in relation to this engagement.

TheCompany agrees to indemnify and hold Consultant harmless against any and alllosses, claims, damages, liabilities, penalties, judgments, awards, amountspaid in settlement, costs, fees, expenses and disbursements including, withoutlimitation, the costs, fees, expenses and disbursements, as and when incurred,of investigating, preparing or defending any action, suit, proceeding orinvestigation (whether or not in connection with proceedings or litigation inwhich Consultant is a party), directly or indirectly caused by, relating to,based upon, arising out of or in connection with the engagement of Consultantby the Company or any services rendered pursuant to such engagement; providedthat the Company will not be responsible for payment of indemnification amountshereunder (and any indemnified person shall reimburse the Company forindemnification amounts already paid) that are determined by a final judgmentof a court of competent jurisdiction to have resulted from an indemnifiedperson's bad faith, self dealing, gross negligence or willful misconduct orthat arise out of or relate in any way to the Company's or the Consultant'sprior contractual arrangements with FTI Corporate Recovery or any subsidiary oraffiliate thereof. These indemnification provisions extend to the officers,directors, principals, members, managers, stockholders, employees,representatives, agents and counsel of Consultant and shall survive thetermination or expiration of the engagement. 

Costsand expenses that are subject to indemnification hereunder shall, at therequest of an indemnified person, be advanced by the Company to or on behalf ofsuch indemnified person prior to final resolution of a matter, so long as suchindemnified person shall have provided the Company with a written undertakingto reimburse the Company for all amounts so advanced if it is ultimatelydetermined that the indemnified person is not entitled to indemnificationhereunder. The contract rights to indemnification and to the advancement ofexpenses conferred in this paragraph shall not be exclusive of any other rightthat any indemnified person may have or hereafter acquire under any statute,agreement, order of a bankruptcy court or pursuant to any directors andofficers liability insurance policy (including any such policy identified inSchedule I). The Company shall also reimburse any indemnified person for allexpenses incurred in connection with enforcing such indemnified person's rightsunder this letter agreement.

Theparties intend that an independent contractor relationship will be created by thisletter agreement. As an independent contractor, Consultant will have completeand exclusive charge of the management and operation of its business, includinghiring and paying the wages and other compensation of all its employees andagents, and paying all bills, expenses and other charges incurred or payablewith respect to the operation of its business. None of Consultant's employees,including Daniel Scouler in his capacity as Chief Financial Officer of theCompany, will be entitled to receive from the Company any vacation pay, sickleave, retirement, pension or social security benefits, workers compensation,disability, unemployment insurance benefits or any other Company employeebenefits. Consultant will be responsible for all employment, withholding,income and other taxes incurred in connection with the operation and conduct ofits business.

TheCompany agrees that neither it nor any of its assignees or successors shall (a)seek a jury trial in any lawsuit, proceeding, counterclaim or any other actionbased upon or arising out of or in connection with the engagement of Consultantby the Company or any services rendered pursuant to such engagement or (b) seekto consolidate any such action with any other action in which a jury trialcannot be or has not been waived. The provisions of this paragraph have beenfully discussed by the Company and Consultant and shall be subject to noexceptions.

Referencesin this letter agreement to Consultant shall be deemed to include, as may beapplicable, any affiliate of Consultant (Consultant having the right to electto perform its services hereunder through its affiliates).

Thisletter agreement shall be effective as of the date hereof and shall continue ineffect until termination or completion of our engagement hereunder. Either youor we may terminate this letter agreement and our engagement at any time uponthe giving of at least ten (10) days prior written notice to the other party.Termination shall not affect our right to receive payment for services performed,and reimbursement for expenses properly incurred, in accordance with the termsof this letter agreement. In the event of termination prior to the end of acalendar month, Consultant agrees to refund to the Company a pro rata portionof the set monthly compensation based upon the number of days remaining in themonth after the effective time of termination. 

If anyprovision of this letter agreement shall be invalid or unenforceable, in wholeor in part, then such provision shall be deemed to be modified or restricted tothe extent and in the manner necessary to render the same valid andenforceable, or shall be deemed excluded from this letter agreement, as thecase may require, and this letter agreement shall be construed and enforced tothe maximum extent-permitted by law as if such provision had been originallyincorporated herein as so modified or as if such provision had not beenoriginally incorporated herein, as applicable.

Thisletter agreement shall be governed by and construed and enforced in accordancewith the laws of the State of New Jersey. This letter agreement, including itsschedules, constitutes the entire understanding between the parties withrespect to the subject matter and supercedes all prior written and oralproposals, understandings, agreements and/or representations, all of which aremerged herein. Any amendment or modification of this letter agreement shall bein writing and executed by each of the parties hereto.

Notwithstandinganything to the contrary contained herein, Consultant shall have the right todisclose its retention by the Company or the successful completion of itsservices hereunder in marketing or promotional materials placed by Consultant,at its own expense, in financial and other newspapers or otherwise.

We lookforward to working with you on this matter. Please sign and return a copy ofthis letter signifying your agreement with the terms and provisions herein. Ifyou have any questions, please call Daniel Scouler at (312) 977-1000.

Verytruly yours,

SCOULERANDREWS INTERNATIONAL, LLC

By: /S/Daniel Scouler        Daniel Scouler Member

Agreedby:

NUICorporation

By:  /S/ Steven D. Overly         Steven D. Overly         Vice President and General Counsel

SCHEDULEI 

 Compensation and D&O Insurance Requirements

A.    For the month of March 2004, Consultant willbe paid a flat monthly retainer in the amount of $200,000. Beginning on April1, 2004, Consultant will be paid a flat monthly retainer in the amount" of$75,000.

B.    The Company agrees that it will use its besteffort to specifically include and cover Daniel Scouler (and any other employeeof Consultant who, at the request of the Board of Directors of the Company,Consultant agrees will serve as a temporary officer of the Company) under theCompany's policy for directors' and officers' insurance. In the event that theCompany is unable to include Consultant employees serving as officers of theCompany under the Company's policy or if that policy does not have first dollarcoverage in effect for at least $10 million, it is agreed that Consultant willattempt to purchase a separate directors' and officers' policy that will coverConsultant's employees serving as officers of the Company only and that thecost of the same shall be invoiced to the Company as an out-of-pocket expense.If Consultant is unable to purchase such coverage, then it shall have the rightto terminate this letter agreement upon notice to the Company.