FORM OF SERVICE AGREEMENT
              FOR CAPACITY RELEASE UMBRELLA AGREEMENT UNDER
                           FSS RATE SCHEDULE
This Capacity Release Umbrella Agreement, made and entered into this ___ day of
_____________, ______ by and between _____________ (herein called Replacement
Customer), and CALEDONIA ENERGY PARTNERS, L.L.C., a Delaware limited liability
corporation (herein called Caledonia),
                              W I T N E S S E T H:
WHEREAS,
NOW, THEREFORE, for and in consideration of the mutual covenants and promises
herein contained, the Replacement Customer and Caledonia hereby agree as
follows:
                                   ARTICLE I
                               SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof, so long as the
financial evaluation and credit appraisal requirements are met in order for
Replacement Customer to be on Caledonia s approved bidder list for capacity
releases and execute this Capacity Release Umbrella Agreement pursuant to
Section 9 of Caledonia s General Terms and Conditions, and this Capacity
Release Umbrella Agreement is effective, Replacement Customer may bid from time
to time on proposed capacity releases under FSS Rate Schedule pursuant to the
procedures set forth in Section 9 of Caledonia s General Terms and Conditions.
If at any time a bid submitted by Replacement Customer is accepted by Caledonia
with respect to a given capacity release, Caledonia will promptly finalize the
appropriate Addendum to this Capacity Release Umbrella Agreement, in the format
attached hereto.  The parties agree that each Addendum is an integral part of
this Capacity Release Umbrella Agreement as if executed by the parties hereto
and fully copied and set forth herein at length and is binding on the parties
hereto.  Upon finalization of such Addendum, Replacement Customer and Caledonia
agree that Replacement Customer shall be considered for all purposes as a
Customer with respect to the released service.
Upon the finalization of an Addendum, subject to the terms, conditions and
limitations hereof and of Caledonia s FSS Rate Schedule, Caledonia agrees to
provide the released service for Replacement Customer under the applicable rate
schedule, provided however, the Replacement Customer qualified under the
financial evaluation and credit appraisal requirements set forth in Sections 3
and 24 of Caledonia s General Terms and Conditions at the time it submitted the
bid Caledonia accepted with respect to such release.
Replacement Customer hereby agrees to promptly provide any information
necessary for Caledonia to reevaluate Caledonia s credit appraisal as
contemplated by Sections 3 and 24 of Caledonia s General Terms and Conditions
and to advise Caledonia of any material change in the information previously
provided by the Replacement Customer to Caledonia.