GENERAL TERMS AND CONDITIONS
                                  (Continued)
   
   
            indemnify and save Seller harmless from all suits, actions,
            debts, accounts, damages, costs, losses, and expenses arising
            from or out of adverse claims of any and all persons to said Gas
            and/or to royalties, taxes, license fees, or charges thereon
            which are directly applicable to such delivery of Gas and that it
            will indemnify and save Seller harmless from all taxes or
            assessments which may be directly levied and assessed upon such
            delivery and which are by law payable and the obligation of the
            party making such delivery.
   
      11.3  Waivers.  No waiver by either Seller or Customer of any one or
            more defaults by the other in the performance of any provisions
            hereunder shall operate or be construed as a waiver of any
            future default or defaults, whether of a like or a different
            character.  Seller shall retain the right to waive, with respect
            to Customer, any Section of these General Terms and Conditions
            and Rate Schedules FS and IS, if Seller does so in a non-
            discriminatory manner.
   
      11.4  Assignments.  Any company which shall succeed by purchase,
            merger or consolidation to the properties, substantially as an
            entirety, of Customer or of Seller, as the case may be, shall if
            eligible be entitled to the rights and shall be subject to the
            obligations of its predecessor in title under the Service
            Agreement(s) between Seller and Customer. Either Seller or
            Customer may assign any of its rights or obligations under its
            Service Agreement(s) to a financially responsible corporation
            with which it is affiliated at the time of such assignment.
            Furthermore, Seller may, as security for its indebtedness,
            assign, mortgage or pledge any of its rights or obligations
            under its Service Agreement(s), including its rights to receive
            payments, to any other entity, and Customer will execute any
            consent agreement with such entity and provide such certificates
            and other documents as Seller may reasonably request in
            connection with any such assignment.  Customer also may assign
            or pledge its Service Agreement(s) under the provisions of any
            mortgage, deed of trust, indenture or similar instrument which
            it has executed or may hereafter execute covering substantially
            all of its properties.  Otherwise, except as provided in Section
            8 of Rate Schedule FS neither party shall assign its Service
            Agreement(s) or any of its rights thereunder unless it first
            shall have obtained the consent thereto in writing of the other
            party.