MoGas Pipeline LLC
                FORM OF PRE-ASSIGNMENT AGREEMENT
   
         This Agreement is applicable to permanent assignment of
firm transportation rights pursuant to Section 21 of the General
Terms and Conditions of Transporter's FERC Gas Tariff.
   
         THIS AGREEMENT is made and entered into this ____ day of
___________, 20__ by and between MoGas Pipeline LLC, a Delaware
limited liability company,   hereinafter called "Transporter" and 
___________________, a _____________   corporation, hereinafter
called "Assignment Bidder."  Transporter and Assignment Bidder
shall be referred to herein individually as "Party" and
collectively as "Parties."
   
         WHEREAS, Transporter owns and operates an interstate
natural gas transmission system and provides transportation
service for third party shippers on such system;
   
         WHEREAS, Transporter's Tariff permits firm
transportation shippers under Transporter's Rate Schedule FT to
release some or all of their transportation rights for permanent
assignment under the terms and conditions prescribed in
Transporter's Tariff;
   
         WHEREAS, Assignment Bidder desires to submit bids for
transportation rights released for permanent assignment and
Transporter's Tariff requires Assignment Bidder to enter into
this Pre-Assignment Agreement as a pre-condition to the
submission of any such Bids; and
   
         WHEREAS, Transporter is willing to enter into this
Agreement with Assignment Bidder and provide transportation
service to Assignment Bidder to the extent it obtains released
transportation/storage rights;
   
         NOW THEREFORE, in consideration of the mutual covenants
and agreements as herein set forth, the Parties agree as follows: 
   
                     ARTICLE I - DEFINITIONS
   
         The definitions found in Transporter's General Terms and
Conditions are incorporated herein by reference.
   
           ARTICLE II - FIRM TRANSPORTATION AGREEMENT
   
         In the event transportation rights are assigned to
Assignment Bidder pursuant to Section 21 of Transporter's General
Terms and Conditions, Transporter shall submit to Assignment
Bidder a Firm Transportation Service Agreement in the included in
Transporter's Tariff ("FT Agreement"), setting forth the Release
Quantity, applicable receipt and delivery points, applicable
rate, and the name of the Rate Schedule governing such released
transportation rights.  Assignment Bidder shall execute and
return the FT Agreement, as applicable, within 7 days of its
transmittal.
   
          ARTICLE III - GOVERNING TERMS AND CONDITIONS
   
         This Agreement shall be subject to, shall be governed
by, and shall incorporate the applicable provisions of
Transporter's Tariff, including, without limitation, Section 21
of the General Terms and Conditions, and the governing Rate
Schedule.