MoGas Pipeline LLC
                FORM OF PRE-ASSIGNMENT AGREEMENT
                             Page 2
   
                        ARTICLE IV - TERM
   
         This Agreement shall become effective on the date first
written above and shall remain in force and effect until the
later of (a) the date that Assignment Bidder returns to
Transporter an executed FT Agreement, as applicable, in the form
in which it was sent to Assignment Bidder, or (b) thirty days
following written notice by either Party of its intent to
terminate this Agreement.
   
                       ARTICLE V - NOTICES
   
         Notice given under this Agreement shall be given in
accordance with Section 21 of Transporter's General Terms and
Conditions.  Written notice shall be considered as having been
given if delivered personally, or if sent by confirmed facsimile
or by mail with all postage and charges pre-paid to either
Replacement Shipper or Transporter at the place designated.
Routine non-operational communications shall be considered as
duly delivered when mailed by ordinary mail.  Normal operating
instructions shall be posted on Transporter's Internet website
unless otherwise indicated in Transporter's General Terms and
Conditions or the governing Rate Schedule.  Unless changed by
written notice to the other party, the addresses of the Parties
are as follows:
   
         Transporter:  MoGas Pipeline LLC
                       110 Algana Court
                       St. Peters, Missouri  63376
                       (636) 926-0387 (facsimile)
   
         Assignment Bidder:  ______________________________
                       ____________________________________
                       ____________________________________
                       ____________________________________
   
                     ARTICLE VI - ASSIGNMENT
   
6.1      Either Party may assign or pledge this Agreement and all
rights and obligations hereunder under the provisions of any
mortgage, deed of trust, indenture, or other instrument that it
has executed or may execute hereafter as security for
indebtedness; otherwise, Shipper shall not assign this Agreement
or any of its rights and obligations hereunder.
   
6.2      Any person or entity that shall succeed by purchase,
transfer, merger, or consolidation to the properties,
substantially or as an entirety, of either Party hereto shall be
entitled to the rights and shall be subject to the obligations of
its predecessor in interest under this Agreement.
   
             ARTICLE VII - MISCELLANEOUS PROVISIONS
   
7.1      No waiver by any Party of any one or more defaults by
the other in the performance of any provisions of this Agreement
shall operate or be construed as a waiver of any future default
or defaults, whether of a like or of a different character.