EMPIRE GAS CORP/NEW, S-1/A, 1994-06-17

EMPIRE GAS CORP/NEW
S-1/A, 1994-06-17

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1994

REGISTRATION NO. 33-53343
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------

AMENDMENT NO. 3
TO

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

EMPIRE GAS CORPORATION
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C> <C>
MISSOURI 5984 43-1494323
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

P.O. BOX 303
(1700 SOUTH JEFFERSON STREET)
LEBANON, MISSOURI 65536
(417) 532-3101
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
--------------------------

See table of additional registrants.
--------------------------

Paul S. Lindsey, Jr.
Chief Operating Officer
Empire Gas Corporation
P.O. Box 303
Lebanon, Missouri 65536
(417) 532-3101
(Name and address, including zip code, and telephone number, including area
code,
of agent for service)
--------------------------

COPIES TO:

<TABLE>
<S> <C>
Richard W. Cass, Esq. Joseph A. Coco, Esq.
Wilmer, Cutler & Pickering Skadden, Arps, Slate, Meagher & Flom
2445 M Street, N.W. 919 Third Avenue
Washington, D.C. 20037-1420 New York, New York 10022
(202) 663-6000 (212) 735-3000
</TABLE>

--------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS POSSIBLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
--------------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: /X/
--------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING PRICE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT (2) FEE
<S> <C> <C> <C> <C>
Units (each unit consisting of $
principal amount of % Senior Secured
Notes due 2004 and Warrants to
purchase Common Stock)................... (1) (1) $100,000,000 $34,483
Guarantee of the % Senior Secured Notes
due 2004 by subsidiaries of the
Registrant (3)........................... (1) -- -- --
Common Stock, par value $.001 per share
(4)...................................... 175,469 shares $7.00 $1,228,286 $423.55
<FN>
(1) The amount to be registered and proposed maximum offering price of the
Senior Secured Notes will be calculated to result in a maximum aggregate
offering price to the public of $100,000,000.
(2) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457.
(3) The guarantors listed on the attached table will jointly and severally
issue full and unconditional guarantees of the payment of the Senior
Secured Notes. No separate consideration will be received for the
guarantees.
(4) Issuable upon exercise of the Warrants offered hereunder. An indeterminate
number of additional shares of Common Stock is registered hereunder, which
may be issued pursuant to the anti-dilution provisions of the Warrants. No
additional registration fee is included for such shares.
</TABLE>

---------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.

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- --------------------------------------------------------------------------------
<PAGE>
TABLE OF ADDITIONAL REGISTRANTS

<TABLE>
<CAPTION>
ADDRESS,
INCLUDING ZIP
CODE AND
PRIMARY TELEPHONE NUMBER,
STANDARD INCLUDING AREA
STATE OR OTHER INDUSTRIAL I.R.S. EMPLOYER CODE, OF
JURISDICTION OF CLASSIFICATION IDENTIFICATION PRINCIPAL
NAME INCORPORATION CODE NUMBER NUMBER EXECUTIVE OFFICES
- --------------------------------------------------- ----------------- --------------- ---------------- -----------------
<S> <C> <C> <C> <C>
EMPIRE TANK LEASING CORPORATION.................... DELAWARE 5984 43-0909092 (1)
EMPIREGAS EQUIPMENT CORPORATION.................... CALIFORNIA 5984 43-0966160 (1)
EMPIRE UNDERGROUND STORAGE, INC.................... KANSAS 5984 43-1034230 (1)
EMPIRE INDUSTRIAL SALES OKLAHOMA
CORPORATION....................................... 5984 43-0898527 (1)
UTILITY COLLECTION CORPORATION..................... DELAWARE 5984 43-0796108 (1)
EMPIREGAS TRANSPORTS, INC. (MISSOURI).............. DELAWARE 5984 43-0794408 (1)
EMPIRE AVIATION CORPORATION........................ DELAWARE 5984 43-1405593 (1)
EMPIREGAS TRANSPORTS, INC. -- OR................... OREGON 5984 43-1623931 (1)
EMPIREGAS INC. OF CLINTON (MISSOURI)............... DELAWARE 5984 43-1222571 (1)
EMPIREGAS INC. OF KANSAS CITY...................... DELAWARE 5984 43-0815037 (1)
EMPIREGAS INC. OF ALBANY........................... OREGON 5984 43-1526762 (1)
EMPIREGAS INC. OF AIKEN............................ SOUTH CAROLINA 5984 43-1113382 (1)
EMPIREGAS OF ARMA, INC............................. KANSAS 5984 43-0797739 (1)
EMPIREGAS INC. OF ARNAULDVILLE..................... LOUISIANA 5984 43-0969880 (1)
EMPIREGAS INC. OF AUBURN........................... WASHINGTON 5984 43-1547484 (1)
EMPIREGAS INC. OF BIG RAPIDS....................... MICHIGAN 5984 43-0991732 (1)
EMPIREGAS INC. OF BOLIVAR.......................... DELAWARE 5984 43-0794420 (1)
EMPIREGAS INC. OF BOISE............................ IDAHO 5984 82-0456341 (1)
EMPIREGAS INC. OF BOULDER.......................... COLORADO 5984 43-0910833 (1)
EMPIREGAS INC. OF BOWLING GREEN.................... DELAWARE 5984 43-0813526 (1)
EMPIREGAS INC. OF BRANDON.......................... IOWA 5984 43-0961168 (1)
EMPIREGAS INC. OF BREMERTON........................ WASHINGTON 5984 43-1655742 (1)
EMPIREGAS OF BRISTOW, INC.......................... OKLAHOMA 5984 43-0864361 (1)
EMPIREGAS INC. OF BUFFALO.......................... DELAWARE 5984 43-0896236 (1)
EMPIREGAS INC. OF ADRIAN........................... DELAWARE 5984 43-0914797 (1)
EMPIREGAS INC. OF CAMDENTON........................ DELAWARE 5984 43-0897842 (1)
EMPIREGAS INC. OF CANON CITY....................... COLORADO 5984 43-0911108 (1)
EMPIREGAS INC. OF CANTON........................... TEXAS 5984 43-1124489 (1)
EMPIREGAS INC. OF CARTHAGE......................... DELAWARE 5984 43-1024249 (1)
EMPIREGAS INC. OF CASTLE ROCK...................... COLORADO 5984 43-0961711 (1)
EMPIREGAS INC. OF CENTERVILLE...................... IOWA 5984 43-0831405 (1)
EMPIREGAS INC. OF CHARLOTTE........................ MICHIGAN 5984 43-0991735 (1)
EMPIREGAS INC. OF CHASSEL.......................... MICHIGAN 5984 43-0994501 (1)
EMPIREGAS INC. OF CHEHALIS......................... WASHINGTON 5984 43-1521611 (1)
EMPIREGAS INC. OF CLINTON, ILLINOIS................ DELAWARE 5984 43-0813524 (1)
EMPIREGAS OF COLCORD, INC.......................... OKLAHOMA 5984 43-0893108 (1)
EMPIREGAS INC. OF COLE CAMP........................ DELAWARE 5984 43-1519473 (1)
EMPIREGAS INC. OF COLEMAN.......................... MICHIGAN 5984 43-0991731 (1)
EMPIREGAS INC. OF COLORADO SPRINGS................. COLORADO 5984 43-0914812 (1)
EMPIREGAS INC. OF COQUILLE......................... OREGON 5984 43-0961770 (1)
EMPIREGAS INC. OF CUBA............................. DELAWARE 5984 43-0810587 (1)
EMPIREGAS INC. OF CHETEK........................... WISCONSIN 5984 43-0957058 (1)
EMPIREGAS INC. OF DENVER........................... COLORADO 5984 43-0910829 (1)
EMPIREGAS INC. OF DOVER............................ DELAWARE 5984 43-0908483 (1)
EMPIREGAS INC. OF DURAND........................... MICHIGAN 5984 43-0998704 (1)
EMPIREGAS INC. OF EL DORADO SPRINGS................ DELAWARE 5984 43-1180992 (1)
EMPIREGAS INC. OF ELSBERRY......................... DELAWARE 5984 43-0911111 (1)
EMPIREGAS INC. OF ELSINORE......................... CALIFORNIA 5984 43-0962196 (1)
EMPIREGAS INC. OF ESCONDIDO........................ CALIFORNIA 5984 43-0962188 (1)
EMPIREGAS INC. OF EUNICE........................... DELAWARE 5984 43-1175673 (1)
EMPIREGAS INC. OF EVERGREEN........................ COLORADO 5984 43-0914820 (1)
SALGAS INC. OF FAIRPLAY............................ COLORADO 5984 43-0911113 (1)
EMPIREGAS INC. OF EAU CLAIRE....................... WISCONSIN 5984 43-0957057 (1)
EMPIREGAS INC. OF FORT COLLINS..................... COLORADO 5984 43-0910828 (1)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ADDRESS,
INCLUDING ZIP
CODE AND
PRIMARY TELEPHONE NUMBER,
STANDARD INCLUDING AREA
STATE OR OTHER INDUSTRIAL I.R.S. EMPLOYER CODE, OF
JURISDICTION OF CLASSIFICATION IDENTIFICATION PRINCIPAL
NAME INCORPORATION CODE NUMBER NUMBER EXECUTIVE OFFICES
- --------------------------------------------------- ----------------- --------------- ---------------- -----------------
<S> <C> <C> <C> <C>
EMPIREGAS INC. OF FOWLER........................... COLORADO 5984 43-0911116 (1)
EMPIREGAS INC. OF MID-MISSOURI..................... DELAWARE 5984 43-0831431 (1)
EMPIREGAS INC. OF GALVESTON........................ TEXAS 5984 43-0968240 (1)
EMPIREGAS INC. OF GALVA............................ DELAWARE 5984 43-1078190 (1)
EMPIREGAS INC. OF GAYLORD.......................... MICHIGAN 5984 43-1617313 (1)
EMPIREGAS INC. OF GLOBE............................ ARIZONA 5984 43-1080630 (1)
EMPIREGAS INC. OF GOOSE CREEK...................... SOUTH CAROLINA 5984 43-1116503 (1)
EMPIREGAS INC. OF GREELEY.......................... COLORADO 5984 74-1622653 (1)
EMPIREGAS INC. OF GRAND JUNCTION................... COLORADO 5984 43-0961675 (1)
EMPIREGAS OF GROVE, INC............................ OKLAHOMA 5984 43-0815874 (1)
EMPIREGAS INC. OF HERMISTON........................ OREGON 5984 43-1559568 (1)
EMPIREGAS INC. OF HERMITAGE........................ DELAWARE 5984 43-0897840 (1)
EMPIREGAS INC. OF HIAWASSEE........................ DELAWARE 5984 96-3748077 (1)
EMPIREGAS INC. OF HIGGINSVILLE..................... MISSOURI 5984 43-1648250 (1)
EMPIREGAS OF HITICHITA, INC........................ OKLAHOMA 5984 43-0887746 (1)
EMPIREGAS INC. OF HOOPESTON........................ DELAWARE 5984 43-0976128 (1)
EMPIREGAS INC. OF HORNICK.......................... IOWA 5984 43-0961106 (1)
EMPIREGAS INC. OF HUMANSVILLE...................... DELAWARE 5984 43-0797681 (1)
EMPIREGAS INC. OF JACKSONVILLE..................... DELAWARE 5984 43-0976132 (1)
EMPIREGAS INC. OF JACKSON, MI...................... MICHIGAN 5984 36-3657583 (1)
EMPIREGAS INC. OF KALAMAZOO........................ MICHIGAN 5984 43-1438800 (1)
EMPIREGAS INC. OF KIRKSVILLE....................... DELAWARE 5984 43-0810527 (1)
EMPIREGAS INC. OF LAFAYETTE........................ LOUISIANA 5984 43-0914806 (1)
EMPIREGAS INC. OF LAKE CHARLES..................... LOUISIANA 5984 43-0914807 (1)
EMPIREGAS INC. OF LAKE PROVIDENCE.................. LOUISIANA 5984 43-0914808 (1)
EMPIREGAS INC. OF LAURIE........................... DELAWARE 5984 43-1073506 (1)
EMPIREGAS OF LE SUEUR, INC......................... MINNESOTA 5984 43-0992082 (1)
EMPIREGAS INC. OF LINCOLN.......................... ARKANSAS 5984 43-0820385 (1)
EMPIREGAS INC. OF LONGMONT......................... COLORADO 5984 43-0910827 (1)
EMPIREGAS INC. OF LOS ANGELES...................... CALIFORNIA 5984 43-0962195 (1)
EMPIREGAS INC. OF LOVELAND......................... COLORADO 5984 43-0914809 (1)
EMPIREGAS INC. OF MARQUETTE........................ MICHIGAN 5984 43-0971920 (1)
EMPIREGAS INC. OF MARSHALL......................... MISSOURI 5984 43-0813522 (1)
EMPIREGAS INC. OF MEDFORD.......................... OREGON 5984 43-1559569 (1)
EMPIREGAS INC. OF MENOMONIE........................ WISCONSIN 5984 39-1135410 (1)
EMPIREGAS INC. OF MERILLAN......................... WISCONSIN 5984 43-0957846 (1)
EMPIREGAS INC. OF MILLER........................... DELAWARE 5984 43-0796054 (1)
EMPIREGAS INC. OF MODESTO.......................... CALIFORNIA 5984 43-0962187 (1)
EMPIREGAS INC. OF MONTE VISTA...................... COLORADO 5984 43-0971965 (1)
EMPIREGAS INC. OF MOUNT VERNON..................... OHIO 5984 43-1078168 (1)
EMPIREGAS INC. OF MUNISING......................... MICHIGAN 5984 43-0971911 (1)
EMPIREGAS INC. OF MURPHY........................... NORTH CAROLINA 5984 43-1584673 (1)
THRIF-T-GAS INC. OF BLACKWATER..................... DELAWARE 5984 43-0914888 (1)
EMPIREGAS INC. OF NORTH BEND....................... OREGON 5984 43-0961772 (1)
EMPIREGAS INC. OF NORTH MYRTLE BEACH, INC.......... OKLAHOMA 5984 43-0815797 (1)
EMPIREGAS INC. OF OAK GROVE........................ LOUISIANA 5984 43-0914896 (1)
EMPIREGAS INC. OF ONAWA............................ IOWA 5984 43-0961040 (1)
EMPIREGAS INC. OF ORANGEBURG....................... SOUTH CAROLINA 5984 43-1107825 (1)
EMPIREGAS INC. OF OWENSVILLE....................... DELAWARE 5984 43-0911121 (1)
EMPIREGAS INC. OF SANTA PAULA...................... CALIFORNIA 5984 43-0962185 (1)
EMPIREGAS INC. OF PADUCAH.......................... TEXAS 5984 43-1208276 (1)
EMPIREGAS INC. OF PALMYRA.......................... DELAWARE 5984 43-0890013 (1)
EMPIREGAS INC. OF PLACERVILLE...................... CALIFORNIA 5984 43-0962190 (1)
EMPIREGAS INC. OF POMONA........................... CALIFORNIA 5984 43-0962191 (1)
EMPIREGAS INC. OF POTOSI........................... DELAWARE 5984 43-0898220 (1)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ADDRESS,
INCLUDING ZIP
CODE AND
PRIMARY TELEPHONE NUMBER,
STANDARD INCLUDING AREA
STATE OR OTHER INDUSTRIAL I.R.S. EMPLOYER CODE, OF
JURISDICTION OF CLASSIFICATION IDENTIFICATION PRINCIPAL
NAME INCORPORATION CODE NUMBER NUMBER EXECUTIVE OFFICES
- --------------------------------------------------- ----------------- --------------- ---------------- -----------------
<S> <C> <C> <C> <C>
EMPIREGAS INC. OF PUEBLO........................... COLORADO 5984 43-0914833 (1)
EMPIREGAS INC. OF REEDSPORT........................ OREGON 5984 43-0961774 (1)
EMPIREGAS INC. OF RICHLAND......................... DELAWARE 5984 43-0897850 (1)
EMPIREGAS INC. OF ROLLA............................ DELAWARE 5984 43-0911115 (1)
EMPIREGAS INC. OF SACRAMENTO....................... CALIFORNIA 5984 43-0962193 (1)
EMPIREGAS INC. OF SANDY............................ DELAWARE 5984 43-0964734 (1)
EMPIREGAS INC. OF SHELL LAKE....................... WISCONSIN 5984 43-0957054 (1)
EMPIREGAS INC. OF SILOAM SPRINGS................... ARKANSAS 5984 43-0820384 (1)
EMPIREGAS OF STIGLER, INC.......................... OKLAHOMA 5984 43-0836428 (1)
EMPIREGAS INC. OF SUSANVILLE....................... CALIFORNIA 5984 43-1618791 (1)
EMPIREGAS INC. OF SUNNYSIDE........................ WASHINGTON 5984 43-0961777 (1)
EMPIREGAS INC. OF ROCKY MOUNT...................... NORTH CAROLINA 5984 43-0985116 (1)
EMPIREGAS INC. OF THE DALLES....................... OREGON 5984 43-1559567 (1)
EMPIREGAS INC. OF TIPTON (IOWA).................... IOWA 5984 43-0961124 (1)
EMPIREGAS INC. OF TRAVERSE CITY.................... MICHIGAN 5984 43-1616711 (1)
EMPIREGAS INC. OF VANDALIA......................... DELAWARE 5984 43-1025019 (1)
EMPIREGAS INC. OF VASSAR........................... MICHIGAN 5984 43-0991734 (1)
EMPIREGAS INC. OF VINITA, INC...................... OKLAHOMA 5984 43-0865345 (1)
EMPIREGAS INC. OF WARREN........................... ARKANSAS 5984 43-1062386 (1)
EMPIREGAS INC. OF WARSAW (MISSOURI)................ DELAWARE 5984 43-0897849 (1)
EMPIREGAS INC. OF WASHINGTON....................... NORTH CAROLINA 5984 43-0976108 (1)
EMPIREGAS INC. OF WAUKON........................... IOWA 5984 43-0961125 (1)
EMPIREGAS INC. OF WAYNESVILLE...................... DELAWARE 5984 43-0914835 (1)
EMPIREGAS INC. OF WAYNESVILLE, NC.................. NORTH CAROLINA 5984 43-1136713 (1)
EMPIREGAS INC. OF WENATCHEE........................ WASHINGTON 5984 43-0961776 (1)
EMPIREGAS INC. OF WENTZVILLE....................... DELAWARE 5984 43-0828895 (1)
EMPIREGAS OF WESTVILLE, INC........................ OKLAHOMA 5984 43-0820386 (1)
EMPIREGAS INC. OF WILLS POINT...................... TEXAS 5984 43-1124487 (1)
EMPIREGAS INC. OF WILMINGTON....................... NORTH CAROLINA 5984 43-0986459 (1)
EMPIREGAS INC. OF WILSON........................... NORTH CAROLINA 5984 43-1009657 (1)
EMPIREGAS INC. OF WOODLAND PARK.................... COLORADO 5984 43-0910830 (1)
EMPIREGAS INC. OF YAKIMA........................... WASHINGTON 5984 43-0961778 (1)
EMPIREGAS INC. OF YUCCA VALLEY..................... CALIFORNIA 5984 43-0962194 (1)
EMPIREGAS INC. OF ZEBULON.......................... NORTH CAROLINA 5984 43-1009658 (1)
EMPIREGAS INC. OF COLUMBIANA....................... OHIO 5984 43-1208278 (1)
EMPIREGAS OF ZUMBRO FALLS, INC..................... MINNESOTA 5984 43-0989945 (1)
GINCO GAS COMPANY, INC............................. COLORADO 5984 36-3943352 (1)
EMPIREGAS INC. OF ORANGE COUNTY.................... TEXAS 5984 43-1118050 (1)
EMPIREGAS INC. OF MORGAN COUNTY.................... DELAWARE 5984 43-1183774 (1)
EMPIREGAS INC. OF LAKE OZARK....................... DELAWARE 5984 43-0900202 (1)
EMPIREGAS INC. OF WACO............................. TEXAS 5984 43-1113582 (1)
EMPIREGAS INC. OF PARIS, TX........................ TEXAS 5984 43-1117378 (1)
EMPIREGAS INC. OF DALLAS, TX....................... TEXAS 5984 43-1050035 (1)
EMPIREGAS INC. OF KEMP............................. TEXAS 5984 43-1107542 (1)
EMPIREGAS INC. OF SAN ANTONIO...................... TEXAS 5984 43-1118053 (1)
THRIFT-T-GAS CO., INC.............................. DELAWARE 5984 43-1030760 (1)
EMPIREGAS INC. OF PARIS, MO........................ DELAWARE 5984 43-0830813 (1)
SALIDA GAS CO., INC................................ DELAWARE 5984 43-1078187 (1)
SALGAS INC. OF GUNNISON............................ COLORADO 5984 43-0815009 (1)
EMPIREGAS INC. OF TOLEDO........................... OHIO 5984 APPLIED FOR (1)
EMPIREGAS INC. OF WILKESBORO....................... NORTH CAROLINA 5984 APPLIED FOR (1)
EMPIREGAS INC. OF HENDERSVILLE..................... NORTH CAROLINA 5984 APPLIED FOR (1)
</TABLE>
<PAGE>

<PAGE>
EMPIRE GAS CORPORATION
CROSS-REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K

<TABLE>
<CAPTION>
REGISTRATION STATEMENT ITEM AND HEADING PROSPECTUS CAPTION
- ------------------------------------------------------------- --------------------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus................... Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Page of
Prospectus....................................... Inside Front and Outside Back Cover Pages of Prospectus;
Available Information
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges........................ Prospectus Summary; Risk Factors; Selected Consolidated
Financial and Other Data for the Company Prior to the
Transaction; Pro Forma Consolidated Financial and Other
Data; Selected Consolidated Financial and Other Data
4. Use of Proceeds................................... Prospectus Summary; Use of Proceeds
5. Determination of Offering Price................... Not Applicable
6. Dilution.......................................... Not Applicable
7. Selling Security Holders.......................... Not Applicable
8. Plan of Distribution.............................. Outside Front Cover Page of Prospectus; The Underwriter
9. Description of Securities to be Registered........ Outside Front Cover Page of Prospectus; Description of
the Units; Description of Senior Secured Notes;
Description of the Warrants; Description of Capital
Stock
10. Interests of Named Experts and Counsel............ Legal Matters; Experts
11. Information with Respect to the Registrant........ Outside and Inside Front Cover Page of Prospectus;
Prospectus Summary; Risk Factors; The Transaction;
Capitalization; Selected Consolidated Financial and
Other Data for the Company Prior to the Transaction;
Pro Forma Consolidated Financial and Other Data;
Selected Consolidated Financial and Other Data;
Management's Discussion and Analysis of Financial
Condition and Results of Operations; Business;
Management; Certain Relationships and Related
Transactions; Description of the Units; Description of
Senior Secured Notes; Description of the Warrants;
Description of Capital Stock; Description of Other
Indebtedness; Financial Statements
12. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities... Not Applicable
</TABLE>
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>

PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED JUNE , 1994

EMPIRE GAS CORPORATION
$ REPRESENTING UNITS,
EACH UNIT CONSISTING OF % SENIOR SECURED NOTES DUE 2004
AND WARRANTS TO PURCHASE COMMON STOCK
-----------------

INTEREST PAYABLE AND
-------------------

CASH INTEREST ON THE SENIOR SECURED NOTES WILL BE PAYABLE AT THE RATE OF %
PER ANNUM OF THEIR PRINCIPAL AMOUNT AT MATURITY THROUGH AND
INCLUDING , 1999, AND AFTER SUCH DATE WILL BE PAYABLE AT THE
RATE OF % PER ANNUM OF THEIR PRINCIPAL AMOUNT AT MATURITY. THE
SENIOR SECURED NOTES WILL BE ISSUED AT A SUBSTANTIAL DISCOUNT FROM
THEIR PRINCIPAL AMOUNT AT MATURITY. SEE "CERTAIN FEDERAL INCOME
TAX CONSIDERATIONS." THE PRICE TO PUBLIC OF THE SENIOR SECURED
NOTES SHOWN BELOW REPRESENTS A YIELD TO MATURITY OF
% PER ANNUM, COMPUTED ON THE BASIS OF SEMIANNUAL
COMPOUNDING.
------------------------

THE SENIOR SECURED NOTES WILL BE REDEEMABLE AT THE OPTION OF THE COMPANY, IN
WHOLE OR IN PART, AT ANY TIME ON OR AFTER , 1999, INITIALLY AT %
OF THEIR ACCRETED VALUE, PLUS ACCRUED INTEREST, DECLINING TO 100% OF THEIR
ACCRETED VALUE PLUS ACCRUED INTEREST, ON OR AFTER , 2001. IN
ADDITION, UP TO $ MILLION AGGREGATE PRINCIPAL AMOUNT AT MATURITY (35%)
OF THE SENIOR SECURED NOTES WILL BE REDEEMABLE, IN WHOLE OR IN PART, AT
THE OPTION OF THE COMPANY, FROM THE PROCEEDS OF ONE OR MORE PUBLIC
EQUITY OFFERINGS (AS DEFINED HEREIN) FOLLOWING WHICH THERE IS A
PUBLIC MARKET (AS DEFINED HEREIN), AT THE REDEMPTION PRICES SET
FORTH HEREIN, PLUS ACCRUED INTEREST.
------------------------

EACH WARRANT ENTITLES THE HOLDER THEREOF TO PURCHASE ONE SHARE OF THE COMPANY'S
COMMON STOCK AT A PRICE OF $7.00 PER SHARE, SUBJECT TO ADJUSTMENT. THE
WARRANTS OFFERED HEREBY ENTITLE THE HOLDERS THEREOF TO PURCHASE, IN THE
AGGREGATE, APPROXIMATELY 10% OF THE COMPANY'S OUTSTANDING COMMON STOCK
(AFTER GIVING EFFECT TO THE EXERCISE OF THE WARRANTS). THE WARRANTS
WILL BE SEPARATELY TRANSFERABLE _______BEGINNING, AND WILL BE
EXERCISABLE ON OR AFTER, , 1994 AND EXPIRE ON
, 2004.

------------------------

THE SENIOR SECURED NOTES WILL BE SENIOR OBLIGATIONS OF THE COMPANY SECURED
BY A PLEDGE OF ALL OF THE CAPITAL
STOCK OF THE COMPANY'S PRESENT AND FUTURE SUBSIDIARIES. THERE IS CURRENTLY NO
ESTABLISHED TRADING MARKET FOR SUCH STOCK AND THE COMPANY DOES NOT INTEND TO
HAVE THE STOCK LISTED FOR TRADING ON ANY SECURITIES EXCHANGE OR ON ANY AUTOMATED
DEALER QUOTATION SYSTEM. THE SENIOR SECURED NOTES WILL RANK PARI PASSU WITH ALL
EXISTING AND FUTURE SENIOR INDEBTEDNESS OF THE COMPANY. THE SENIOR SECURED NOTES
WILL BE GUARANTEED BY ALL WHOLLY-OWNED SUBSIDIARIES OF THE COMPANY, WHICH CARRY
ON THE RETAIL BUSINESS OF THE COMPANY (COLLECTIVELY, THE "SUBSIDIARY
GUARANTORS"). ON A PRO FORMA BASIS, AS OF MARCH 31, 1994, AFTER GIVING EFFECT TO
THE TRANSACTION (AS DEFINED HEREIN), THE OFFERING AND THE APPLICATION OF THE NET
PROCEEDS THEREFROM, THE COMPANY WOULD HAVE HAD NO SENIOR INDEBTEDNESS
OUTSTANDING, EXCLUDING THE SENIOR SECURED NOTES. THE COMPANY IS A HOLDING
COMPANY, AND ACCORDINGLY, THE SENIOR SECURED NOTES WILL BE EFFECTIVELY
SUBORDINATED TO ALL EXISTING AND FUTURE LIABILITIES OF THE COMPANY'S
SUBSIDIARIES (EXCEPT TO THE EXTENT THAT THE GUARANTEES REPRESENT DIRECT CLAIMS
AGAINST SUCH SUBSIDIARIES). ON A PRO FORMA BASIS, AS OF MARCH 31, 1994, AFTER
GIVING EFFECT TO THE TRANSACTION, THE OFFERING AND THE APPLICATION OF THE NET
PROCEEDS THEREFROM, THE COMPANY'S SUBSIDIARIES WOULD HAVE HAD APPROXIMATELY
$530,000 OF OUTSTANDING LIABILITIES (EXCLUDING GUARANTEES), INCLUDING TRADE
PAYABLES AND ACCRUED EXPENSES AND TAXES PAYABLE.

-------------------

SEE "RISK FACTORS" FOR INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE
INVESTORS.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-------------------

PRICE $ A UNIT AND ACCRUED INTEREST
-----------------

<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC (1) COMMISSIONS (2) COMPANY (1)(3)
----------------------- ----------------------- -----------------------
<S> <C> <C> <C>
PER UNIT.................................... % % %
TOTAL....................................... $ $ $
<FN>
- ---------

(1) PLUS ACCRUED INTEREST ON THE SENIOR SECURED NOTES FROM ,
1994.

(2) THE COMPANY HAS AGREED TO INDEMNIFY THE UNDERWRITER AGAINST CERTAIN
LIABILITIES, INCLUDING LIABILITIES UNDER THE SECURITIES ACT OF 1933,
AS AMENDED. SEE "THE UNDERWRITER."

(3) BEFORE DEDUCTING EXPENSES PAYABLE BY THE COMPANY ESTIMATED AT
$ .
</TABLE>

THE UNITS ARE OFFERED, SUBJECT TO PRIOR SALE, WHEN, AS AND IF ACCEPTED BY
THE UNDERWRITER AND SUBJECT TO APPROVAL OF CERTAIN LEGAL MATTERS BY SKADDEN,
ARPS, SLATE, MEAGHER & FLOM, COUNSEL FOR THE UNDERWRITER. IT IS EXPECTED THAT
THE DELIVERY OF THE UNITS WILL BE MADE ON OR ABOUT , 1994, AT THE
OFFICE OF MORGAN STANLEY & CO. INCORPORATED, NEW YORK, NEW YORK, AGAINST PAYMENT
THEREFOR IN NEW YORK FUNDS.
-------------------

MORGAN STANLEY & CO.
INCORPORATED

JUNE , 1994
<PAGE>
[GRAPHIC]
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE UNITS OFFERED
HEREBY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF.

UNTIL , 1994 (90 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

-------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Prospectus Summary......................................................................................... 4
Risk Factors............................................................................................... 10
The Transaction............................................................................................ 16
Use of Proceeds............................................................................................ 17
Capitalization............................................................................................. 18
Selected Consolidated Financial and Other Data For the Company Prior to the Transaction.................... 19
Pro Forma Consolidated Financial and Other Data............................................................ 21
Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 29
Business................................................................................................... 37
Management................................................................................................. 44
Principal Shareholders..................................................................................... 50
Certain Relationships and Related Transactions............................................................. 51
Description of the Units................................................................................... 54
Description of the Senior Secured Notes.................................................................... 57
Description of the Warrants................................................................................ 83
Description of Capital Stock............................................................................... 86
Certain Federal Income Tax Considerations.................................................................. 87
Description of Other Indebtedness.......................................................................... 91
The Underwriter............................................................................................ 92
Legal Matters.............................................................................................. 93
Experts.................................................................................................... 93
Available Information...................................................................................... 93
Index to Financial Statements.............................................................................. F-1
</TABLE>

-------------------

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SENIOR SECURED
NOTES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

3
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND THE CONSOLIDATED FINANCIAL STATEMENTS APPEARING ELSEWHERE IN
THIS PROSPECTUS. AS USED HEREIN, UNLESS THE CONTEXT REQUIRES OTHERWISE, THE
TERMS "EMPIRE GAS" AND THE "COMPANY" REFER TO EMPIRE GAS CORPORATION AND ITS
SUBSIDIARIES ASSUMING CONSUMMATION OF THE TRANSACTION, WHICH WILL OCCUR
SIMULTANEOUSLY WITH THIS OFFERING. ALL REFERENCES IN THE PROSPECTUS TO FISCAL
YEARS ARE TO THE COMPANY'S FISCAL YEAR WHICH ENDS ON JUNE 30.

THE COMPANY

Empire Gas is one of the largest retail distributors of propane in the
United States and, through its subsidiaries, has been engaged in the retail
distribution of propane since 1963. During the fiscal year ended June 30, 1993,
without giving effect to the Transaction, Empire Gas supplied propane to
approximately 200,000 customers in 27 states from 284 retail service centers and
sold approximately 142.1 million gallons of propane, accounting for
approximately 91.4% of its operating revenue. The Company also sells related
gas-burning appliances and equipment and rents customer storage tanks.

The Company will implement a change in ownership and management
contemporaneously with this Offering by repurchasing shares of its common stock
from its controlling shareholder, Mr. Robert W. Plaster, and certain other
departing officers (the "Stock Purchase") in exchange for all of the shares of
common stock of a subsidiary that owns 133 retail service centers located
primarily in the Southeast. Mr. Paul S. Lindsey, Jr., who has been with the
Company for 26 years and currently serves as the Company's Chief Operating
Officer and Vice Chairman of the Board, will become the Company's controlling
shareholder, Chief Executive Officer, and President. The change in ownership and
management will enable the Company to pursue a growth strategy focused on
acquiring propane operating companies. Contemporaneously with the Offering, the
Company will acquire the assets of PSNC Propane Corporation, a company located
in North Carolina that has six retail service centers and five additional bulk
storage facilities with annual volume of approximately 9.5 million gallons (the
"Acquisition," and together with the Stock Purchase, the "Transaction"), for an
aggregate purchase price of approximately $14.0 million (which includes payment
for inventory and accounts receivable). The Company also recently completed the
acquisition of a retail propane company in Colorado with annual volume of
approximately 700,000 gallons, and has entered into a contract to purchase a
retail propane company in Missouri with annual volume of approximately 690,000
gallons.

Following the Transaction, Empire Gas' operations will consist of 158 retail
service centers with 22 additional bulk storage facilities. During the fiscal
year ended June 30, 1993, Empire Gas, after giving effect to the Transaction,
sold approximately 84.8 million gallons of propane (approximately 40% less than
prior to the Transaction) to approximately 112,000 customers in 20 states, which
(based on retail gallons sold) makes it one of the 11 largest retail
distributors of propane in the United States. The impact on the Company's
operations of weather fluctuations in a particular region will be reduced as a
result of the substantial geographic diversification of the Company after the
Transaction, with operations in the west, the southwest, Colorado, the upper
midwest, the Mississippi Valley and the southeast.

Propane, a hydrocarbon with properties similar to natural gas, is separated
from natural gas at gas processing plants and refined from crude oil at
refineries. It is stored and transported in a liquid state and vaporizes into a
clean-burning energy source that is used for a variety of residential,
commercial, and agricultural purposes. Residential and commercial uses include
heating, cooking, water heating, refrigeration, clothes drying, and
incineration. Commercial uses also include metal cutting, drying, container
pressurization, and charring, as well as use as a fuel for internal combustion
engines. As of December 31, 1991, the propane industry had grown, as measured by
the gallons of retail residential/commercial propane sold, at the rate of 3.7%
per annum since 1984.

4
<PAGE>
currently use either electricity or fuel oil products because of the price
advantage propane has over electricity and because propane is a cleaner source
of energy than fuel oil products. As of December 31, 1990, there were
approximately 23.7 million homes that used electricity for heating, water
heating, cooking and other household purposes, approximately 11.2 million homes
that used fuel oil products, and approximately 5.7 million homes that used
propane for such purposes.

Empire Gas focuses on propane distribution to retail customers, including
residential, commercial, and agricultural users, emphasizing, in particular,
sales to residential customers, a stable segment of the retail propane market
that traditionally has generated higher gross margins per gallon than other
retail segments. Sales to residential customers, giving effect to the
Transaction, accounted for approximately 65.5% of the Company's aggregate
propane sales revenue and 74.3% of its aggregate gross margin from propane sales
in fiscal year 1993.

Empire Gas attracts and retains its residential customers by supplying them
storage tanks, by offering them superior service and by strategically locating
visible and accessible retail service centers on or near major highways. Empire
Gas focuses its operations on sales to customers to which it also leases tanks,
as sales to this segment of the retail propane market tend to be more stable and
typically provide higher gross margins than sales to customers who own tanks.
After the Transaction, Empire Gas will own approximately 109,000 storage tanks
that it leases to approximately 83% of its customers. Empire Gas' residential
customer base is relatively stable, because (i) fire safety regulations and
state container laws restrict the filling of a leased tank solely to the propane
supplier that leases the tank, (ii) rental agreements for its tanks restrict the
customers from using any other supplier, and (iii) the cost and inconvenience of
switching tanks minimizes a customer's tendency to change suppliers.
Historically, the Company has retained 90% of all its customers from year to
year, with the average customer remaining with Empire Gas for approximately 10
years.

The change in ownership and management of the Company will enable it to
pursue a business strategy to increase its revenues and profitability through
(i) expansion by acquisitions and start-ups, (ii) expansion of its existing
residential customer base, and (iii) geographic rationalization and the
reduction of operating expenses. Empire Gas will seek opportunities to acquire
retail service centers in areas where it already has a strong presence and to
develop new retail service centers in new markets. Efforts to expand the
existing residential customer base will focus primarily on conversion of
customers currently using electricity for heating, conversion of customers
currently using fuel oil and wood due to environmental impact, and soliciting
customers created by the new home construction market in growth areas. Empire
Gas intends to dispose of a limited number of retail service centers that are
located in markets in which it does not have, and does not desire to develop, a
strong presence or that do not have the potential for long-term growth. Empire
Gas believes it will be able to reduce its operating expenses through a program
of consolidating a number of retail service centers where such consolidations
will yield operating efficiencies.

The Company's principal executive offices are located at 1700 South
Jefferson Street, Lebanon, Missouri 65536. The Company's telephone number is
(417) 532-3101.

THE OFFERING
THE UNITS

<TABLE>
<S> <C>
Securities Offered................ Units (the "Units") consisting of % Senior Secured
Notes due 2004 (the "Senior Secured Notes"), each
having an initial accreted value of $ , and
Warrants. Each Warrant entitles the holder thereof
to purchase one share of Common Stock , par value
$.001 per share, of the Company (the "Common Stock")
at an exercise price of $7.00 per share. See
"Description of the Units."
Separability...................... The Senior Secured Notes and the Warrants will become
separately transferrable on , 1994 (the
"Separation Date").
</TABLE>

5
<PAGE>

<TABLE>
<CAPTION>
THE SENIOR SECURED NOTES
<S> <C>
Notes Offered..................... $ estimated aggregate principal amount
($100,000,000 initial accreted value) of % Senior
Secured Notes due 2004. See "Description of the Senior
Secured Notes."
Maturity Date..................... , 2004
Interest.......................... Cash interest on the Senior Secured Notes will be
payable at the rate of % per annum of their principal
amount at maturity through and including ,
1999, and after such date will be payable at the rate
of % per annum of their principal amount at
maturity. See "Original Issue Discount" below. In-
terest on the Senior Secured Notes is payable
semiannually on and ,
commencing , 1994. The price to the public
of the Senior Secured Notes represents a yield to
maturity of % per annum, computed on the basis of
semiannual compounding.
Optional Redemption............... The Senior Secured Notes will be redeemable at the
option of the Company, in whole or in part, on or after
, 1999 at the redemption prices set forth
herein, plus accrued interest. In addition, up to
$ million aggregate principal amount at maturity
(35%) of the Senior Secured Notes are redeemable, in
whole or in part, at the option of the Company, from
the proceeds of one or more Public Equity Offerings
following which there is a Public Market, at the
redemption prices set forth herein, plus accrued
interest.
Change of Control................. Upon a Change of Control (as defined herein), holders of
the Senior Secured Notes will have the right to require
the Company to purchase the Senior Secured Notes at a
purchase price of 101% of the accreted value thereof,
plus accrued and unpaid interest, if any, to the date
of purchase. The Company may not have sufficient funds
or the financing to satisfy its obligations to
repurchase the Senior Secured Notes and other debt
that may come due upon a Change of Control.
Security.......................... The Senior Secured Notes will be secured by a pledge of
all of the capital stock of the Company's present and
future subsidiaries, subject to certain exceptions.
Subsidiary Guarantees............. The Senior Secured Notes will be guaranteed (each a
"Subsidiary Guarantee") by all of the wholly owned
subsidiaries of the Company, which carry on the retail
business of the Company (collectively, the "Subsidiary
Guarantors"). The Subsidiary Guarantees will be senior
indebtedness of the respective Subsidiary Guarantors
and will rank PARI PASSU with the guarantees by the
Subsidiary Guarantors of other senior indebtedness,
including indebtedness under the New Credit Facility
(as hereinafter defined).
Ranking........................... The Senior Secured Notes will be senior obligations of
the Company and will rank PARI PASSU in right of payment
with the Company's existing and future senior
indebtedness. On a pro forma basis as of March 31,
1994, after giving effect to the application of the
net proceeds of the Offering and the Transaction, the
Company would have had no senior indebtedness
</TABLE>

6
<PAGE>

<TABLE>
<S> <C>
outstanding, excluding the Senior Secured Notes. In
addition, because the Company is a holding company,
the Senior Secured Notes will be effectively
subordinated to all existing and future liabilities of
the Company's subsidiaries (except to the extent the
Subsidiary Guarantees represent direct claims against
such subsidiaries). On a pro forma basis as of March
31, 1994, after giving effect to the application of
the net proceeds of the Offering and the Transaction,
the aggregate liabilities (excluding guarantees) of
the Company's subsidiaries would have been
approximately $530,000, including trade payables,
accrued expenses, and taxes payable. On a pro forma
basis, as of March 31, 1994, after giving effect to
the application of the net proceeds of the Offering
and the Transaction, the Senior Secured Notes would be
senior to approximately $6.4 million of 9%
Subordinated Debentures due 2007.
Certain Covenants................. The Indenture governing the Senior Secured Notes (the
"Indenture") will contain covenants, including, but not
limited to, covenants with respect to the following
matters: (i) limitations on the incurrence of
additional indebtedness; (ii) limitations on
restricted payments; (iii) limitations on incurrence
of additional indebtedness by subsidiaries; (iv)
limitations on the sale and issuance of capital stock
by subsidiaries; (v) limitations on dividends and
other payments; (vi) limitations on transactions with
affiliates; (vii) limitations on liens; (viii)
limitations on mergers, consolidations, or asset
sales; and (ix) limitations on subsidiary investments.
Events of Default................. Events of default under the Senior Secured Notes
include: (i) non-payment of interest for 30 days; (ii)
non-payment of principal when due or failure to redeem
when required; (iii) default in performance of other
covenants or agreements for 30 days after written
notice to the Company; (iv) default on other
indebtedness of the Company or its subsidiaries having
a principal amount of $2,000,000 singly or $5,000,000
in the aggregate; (v) a final judgment or order for
the payment of money in the amount of $2,000,000
singly or $5,000,000 in the aggregate that is not
discharged or appealed within 30 days; (vi) certain
events of bankruptcy, insolvency and reorganization of
the Company; (vii) except as permitted by the Inden-
ture, the Trustee's failure to have a perfected
security interest in the Collateral; and (viii) except
as permitted by the Indenture and the Senior Secured
Notes, the cessation of effectiveness of any
Subsidiary Guarantee as against any Subsidiary
Guarantor.
Actions by Noteholders............ Holders of the Senior Secured Notes may not pursue any
remedy with respect to the Indenture (except actions for
payment of overdue principal or interest) unless: (i)
the Holder has given notice to the Trustee of a
continuing Event of Default: (ii) Holders of at least
25% in principal amount of the Senior Secured Notes
have made a written request to the Trustee to pursue
such remedy and offered the Trustee security or indem-
nity reasonably satisfactory to the Trustee; (iii) the
Trustee has not complied with such request within 60
days; and (iv) the
</TABLE>

7
<PAGE>
<TABLE>
<S> <C>
Holders of a majority in principal amount of the
Senior Secured Notes have not given the Trustee an
inconsistent direction during such 60-day period.
Original Issue Discount........... The Senior Secured Notes are being issued with original
issue discount. For Federal income tax purposes, holders
of the Senior Secured Notes will be required to
include amounts in gross income in advance of receipt
of cash to which the income is attributable. See
"Certain Federal Income Tax Considerations."
Use of Proceeds................... The net proceeds to the Company from this Offering will
be used to repay certain indebtedness of the Company, to
complete the Acquisition, to repay certain amounts due
in connection with the Stock Purchase, and for general
corporate purposes.
Governing Law..................... State of New York.

THE WARRANTS
<S> <C>
Warrants Offered.................. Warrants to purchase Common Stock. The aggregate number
of shares of Common Stock issuable upon exercise of
the Warrants is equal to approximately 10% of the
outstanding shares of Common Stock on a fully diluted
basis, subject to certain exceptions. See "Description
of the Warrants."
Exercise Price.................... Each Warrant entitles the holder thereof to purchase one
share of Company Common Stock at the exercise price of
$7.00 per share, subject to adjustment.
Exercise.......................... The Warrants may be exercised at any time after
, 1994 and prior to , 2004.
Warrants that are not exercised by such date will
expire. A Warrant does not entitle the holder thereof
to receive any dividends paid on the Common Stock.
Repurchase Offer.................. Following the occurrence of a Repurchase Event, the
Company must offer to repurchase all of the outstanding
Warrants. A Repurchase Event will occur upon the
merger or consolidation of the Company with or into,
or the sale by the Company of all or substantially all
of its assets to, another person, if the consid-
eration for such transaction does not consist solely
of cash or if the transaction is entered into with
certain entities.
Repurchase Price.................. The repurchase of Warrants following a Repurchase Event
will be: (i) at the average of the closing sales prices
of the Common Stock for the 20 days prior to such
Repurchase Event if the Common Stock is registered
under the Securities Exchange Act of 1934, as amended;
or (ii) if the Common Stock is not so registered or
the value cannot be computed under clause (i), at the
value, as determined by an independent financial
expert, of the shares of Common Stock or other
securities issuable upon exercise of the Warrants less
the exercise price thereof.
</TABLE>

RISK FACTORS

An investment in the Units involves a high degree of risk. Each prospective
purchaser of the Units should consider carefully the specific factors set forth
under "Risk Factors," as well as the other information set forth in this
Prospectus, before purchasing the Units offered by this Prospectus.

8
<PAGE>
SUMMARY PRO FORMA FINANCIAL AND OTHER DATA

The following table presents selected summary pro forma financial and other
data of the subsidiaries that will be retained by the Company following the
consummation of the Stock Purchase and PSNC Propane Corporation (the "PSNC
Operations") for the year ended June 30, 1993, and for the nine and twelve
months ended March 31, 1994. The pro forma financial operating and other data
for the year ended June 30, 1993 and for the nine and twelve months ended March
31, 1994 give effect to the Offering and the Transaction, as if these
transactions had occurred on July 1, 1992. Due to the seasonal nature of the
Company's business, the majority of the Company's revenues are earned in its
second and third fiscal quarters. Accordingly, the results of operations for the
nine months ended March 31, 1994 are not indicative of the results of operations
to be expected for the full year. Data for the twelve months ended March 31,
1994 have been set forth to provide recent data covering a full year's
operations. The financial data set forth below should be read in conjunction
with the Company's consolidated financial statements and related notes,
"Selected Consolidated Financial and Other Data for the Company Prior to the
Transaction," "Pro Forma Financial and Other Data," and "Management's Discussion
and Analysis of Results of Operations and Financial Condition," all contained
elsewhere in this Prospectus. See "Selected Consolidated and Other Financial
Data for the Company Prior to the Transaction" for a presentation of the
Company's historical consolidated financial data.

<TABLE>
<CAPTION>
PRO FORMA FOR THE
TRANSACTION AND OFFERING(1)
----------------------------------------------------
YEAR ENDED
JUNE 30, NINE MONTHS ENDED TWELVE MONTHS ENDED
1993 MARCH 31, 1994 MARCH 31, 1994
---------- ----------------- -------------------
(IN THOUSANDS, EXCEPT RATIOS AND GROSS PROFIT
PER GALLON DATA)
<S> <C> <C> <C>
OPERATING DATA:
Operating revenue............................... $ 76,931 $ 64,996 $ 76,463
Gross profit (2)................................ 41,243 34,931 41,951
Operating expenses.............................. 23,825 18,617 24,304
Depreciation and amortization................... 6,722 4,980 6,332
Operating income................................ 10,696 11,334 11,315
Interest expense:
Cash interest................................. 10,167 7,375 9,808
Amortization of debt discount and expense..... 4,344 3,324 4,446
Total interest expense...................... 14,501 10,699 14,254
Net income (loss)............................... (2,733) 2 (2,410)

OTHER OPERATING DATA AND FINANCIAL RATIOS:
Capital expenditures:
Existing operations........................... 1,905 1,834 2,358
Start-up of new retail service centers........ 729 453 664
Acquisitions.................................. -- 444 444
---------- ------- -------
Total capital expenditures.................. 2,634 2,731 3,466
Cash from sale of retail service centers and
other assets................................... 898 228 948
EBITDA (3)...................................... 17,418 16,314 17,647
EBITDA (3) to interest expense.................. 1.20x 1.52x 1.24x
EBITDA (3) to cash interest..................... 1.71x 2.21x 1.80x
Retail gallons sold............................. 84,840 72,021 83,980
Weighted average gross profit per gallon........ .429 .435 .442
<FN>
- ------------

(1) For an explanation of adjustments to arrive at pro forma data, see
"Capitalization," and "Pro Forma Consolidated Financial and Other Data."

(2) Represents operating revenue less the cost of products sold.

(3) EBITDA consists of earnings before depreciation, amortization, interest,
income taxes, and other non-recurring expenses. EBITDA is presented here
because it is a widely accepted financial indicator of a highly leveraged
company's ability to service and/ or incur indebtedness. However, EBITDA
should not be construed as an alternative either (i) to operating income
(determined in accordance with generally accepted accounting principles) or
(ii) to cash flows from operating activities (determined in accordance with
generally accepted accounting principles).
</TABLE>

9
<PAGE>
RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, PROSPECTIVE
PURCHASERS OF THE UNITS SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS IN
EVALUATING AN INVESTMENT IN THE UNITS.

HIGH LEVERAGE AND ABILITY TO SERVICE DEBT

As of March 31, 1994, on a pro forma basis after giving effect to the
application of the proceeds of this Offering as set forth in "Use of Proceeds,"
and the Transaction, the Company would have had approximately $107.2 million
aggregate outstanding principal amount (in the case of the Senior Secured Notes,
such amount being the accreted value) of indebtedness on a consolidated basis,
and a stockholders' deficit of approximately $27.8 million. See
"Capitalization."

On a pro forma basis, after giving effect to the application of the proceeds
of this Offering and the Transaction, earnings would have been inadequate to
cover fixed charges by $4.4 million for fiscal year 1993, $2.2 million for the
nine months ended March 31, 1994 and by $4.4 million for the twelve months ended
March 31, 1994, resulting in the reporting of losses of $2.7 million and $2.4
million, respectively, for the fiscal year ended June 30, 1993 and the twelve
months ended March 31, 1994. The Company had income of $2,000 on a pro forma
basis for the nine months ended March 31, 1993. On a historical basis, the
Company reported income of $2.2 million, $5.8 million and $2.1 million for the
fiscal year ended June 30, 1993, and the nine and twelve months ended March 31,
1994, respectively. See "Capitalization"; "Selected Consolidated Financial and
Other Data for the Company Prior to the Transaction;" and "Pro Forma
Consolidated Financial and Other Data." The Company expects earnings to be
inadequate to cover fixed charges for fiscal year 1994, resulting in the
reporting of a loss for that period.

The Company's high degree of leverage will make it vulnerable to adverse
changes in the weather and may limit its ability to respond to market
conditions, to capitalize on business opportunities, and to meet its contractual
and financial obligations. Fluctuations in interest rates will affect the
Company's financial condition inasmuch as the credit facility the Company will
enter into simultaneously with this Offering (the "New Credit Facility") will
bear interest at a floating rate.

The Company will be required to use a significant portion of its cash flow
from operations to meet its debt service obligations, which through fiscal year
1997 are expected to consist primarily of interest, including interest on the
Senior Secured Notes. On a pro forma basis, after giving effect to the Offering
and the Transaction, debt service obligations (which consist of interest expense
and mortgage principal payments) would have been $10.4 million for the fiscal
year ended June 30, 1993 and $7.5 million for the nine months ended March 31,
1994, and earnings before interest, taxes, depreciation and amortization
(EBITDA) would have been $17.4 million and $16.3 million, respectively. After
meeting its debt service obligations, operating cash flow for the Company on a
pro forma basis would have been approximately $2.3 million and approximately
$7.8 million respectively for these periods. The ability of the Company to meet
its debt service obligations, including the increase in the cash interest rate
on the Senior Secured Notes to % in fiscal year 1999, and to reduce its
total debt, will be dependent upon the future performance of the Company and its
subsidiaries, which, in turn, will be subject to general economic conditions and
to financial, business, weather, and other factors, including factors beyond the
Company's control. The Company believes that, based on current levels of
operations and assuming winter weather that is not substantially warmer in the
various regions in which the Company operates than the historical average of
winter temperatures for these regions, it will be able to fund these debt
service obligations from funds generated from operations, proceeds of the sales
of service centers pursuant to the Company's consolidation strategy and, if
necessary, funds available under the New Credit Facility. If the Company and its
subsidiaries are unable to comply with the terms of their debt agreements and
fail to generate sufficient cash flow from operations in the future, they may be
required to refinance all or a portion of their existing debt or to obtain
additional financing. There can be no assurance that any such refinancing would
be possible or that any additional financing could be obtained, particularly in
view of the Company's anticipated high levels of debt, the fact that a
significant portion of the Company's consolidated current assets will be given
as collateral to secure indebtedness under the New Credit Facility and all of
the capital stock of the Company's present and future subsidiaries will be
pledged to secure the Senior Secured Notes, and the debt incurrence restrictions

10
<PAGE>
under existing debt agreements. If no such refinancing or additional financing
were available, the Company could be forced to default on its respective debt
obligations and, as an ultimate remedy, seek protection under the federal
bankruptcy laws.

RESTRICTIONS IN FINANCING AGREEMENTS

The Indenture contains provisions that will limit, among other things, (a)
the ability of the Company and its subsidiaries to incur additional
indebtedness, (b) certain restricted payments and investments, (c) the sale and
issuance of capital stock by subsidiaries, (d) dividend and other payments, (e)
transactions with affiliates, (f) the creation of liens, (g) the types of
mergers, consolidations, or asset sales in which the Company may participate,
and (h) subsidiary investments. The Indenture also contains provisions which
require the Company, in the event of a Change in Control, to make an offer to
purchase the Senior Secured Notes. A Change in Control is defined in the
Indenture to include: (i) the acquisition of over 30% of the voting shares of
the Company in certain circumstances; (ii) certain changes in the Board of
Directors of the Company; (iii) a sale of all or substantially all of the assets
of the Company; (iv) a reduction in the percentage of voting shares of the
Company held by certain members of management below 50%; or (v) the failure of
the Board of Directors to have at least two independent members, to have an
audit committee consisting solely of independent members or to have fewer than
eight members. See "Description of the Senior Secured Notes -- Certain
Definitions (Change of Control)." There can be no assurance that the Company
will have the financial resources necessary to purchase the Senior Secured Notes
upon a Change in Control. See "Description of the Senior Secured Notes --
Covenants."

The New Credit Facility will contain provisions similar to the provisions in
the Indenture, as well as certain financial maintenance tests. Any failure of
the Company to comply with these or other covenants contained in these
agreements could result in a default thereunder, which, in turn, could cause
such indebtedness (and by reason of cross-default provisions, the Senior Secured
Notes) to be declared immediately due and payable. The ability of the Company to
comply with these provisions may be affected by events beyond its control. See
"Description of Other Indebtedness -- New Credit Facility."

EFFECTIVE RANKING OF SENIOR SECURED NOTES

The Senior Secured Notes will be senior secured obligations of the Company
and will rank PARI PASSU with all other existing and future senior indebtedness
of the Company. Pursuant to the Indenture, the Company may incur up to $15.0
million of senior secured indebtedness under the New Credit Facility and may,
subject to certain limitations, incur other secured indebtedness. In the event
of a bankruptcy, liquidation or similar proceeding affecting the Company, the
other secured creditors of the Company would be entitled to repayment in full
from the proceeds of any collateral subject to their security interests before
any payment therefrom could be made to holders of the Senior Secured Notes. See
"Description of Senior Secured Notes -- General" and "Description of Other
Indebtedness."

The Company is a holding company that conducts its operations through its
subsidiaries (the vast majority of which are retail service centers) and has no
material assets other than its interests in its subsidiaries. As a result of the
Company's holding company structure, except to the extent that the Senior
Secured Notes (and the Subsidiary Guarantees) constitute recognized creditor
claims against the assets and earnings of the Company's subsidiaries, claims of
creditors of the Company's subsidiaries (including lenders under the New Credit
Facility which will also be guaranteed by subsidiaries of the Company) will have
priority with respect to the assets and earnings of such subsidiaries over the
claims of creditors of the Company, including holders of the Senior Secured
Notes, even though such subsidiary obligations do not constitute senior
indebtedness. On a pro forma basis as of March 31, 1994, after giving effect to
the application of the proceeds of the Offering and the Transaction, the
obligations of the Company's subsidiaries, other than their respective
guarantees of Empire Gas' obligations under the Senior Secured Notes and the New
Credit Facility, would have consisted of total payables of approximately
$530,000 including trade payables, accrued expenses and taxes payable. The New
Credit Facility and the Indenture will restrict the subsidiaries' ability to
incur additional indebtedness other than in limited circumstances, including to
fund acquisitions. See "Description of the Senior Secured Notes."

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<PAGE>
SECURITY FOR THE SENIOR SECURED NOTES

The Senior Secured Notes will be secured by a pledge of all of the capital
stock of the Company's present and future subsidiaries. Currently there is no
market for such stock. There can be no assurance that the proceeds from the sale
or sales of all such collateral would be sufficient to satisfy the amounts due
on the Senior Secured Notes in the event of a default. If such proceeds are not
sufficient to repay all such amounts due on the Senior Secured Notes, then
Holders of the Senior Secured Notes (to the extent not repaid from the proceeds
of the sale of the collateral) would have only an unsecured claim against the
Company's remaining assets (together with a claim against the Subsidiary
Guarantors pursuant to the Subsidiary Guarantees). In addition, the ability of
the Holders of the Senior Secured Notes to rely upon the collateral (or upon the
Subsidiary Guarantees) for fulfillment of the Company's obligations under the
Indenture may be subject to certain bankruptcy law limitations in the event of a
bankruptcy.

PAYMENTS DUE ON INDEBTEDNESS PRIOR TO MATURITY OF SENIOR SECURED NOTES

The Company intends to refinance or replace some portion of its New Credit
Facility prior to its maturity on or about July 1997. There can be no assurance
that any such refinancing will be possible, or that any additional financing in
the future can be obtained, particularly in view of the Company's anticipated
high levels of debt, and the restrictions on the Company's ability to incur
additional debt under the New Credit Facility and the Indenture. If no such
refinancing or additional financing is available or possible, as the case may
be, the Company could be forced to default on its debt obligations and, as an
ultimate remedy, seek protection under the federal bankruptcy laws.

TAX CONSEQUENCES OF THE OFFERING

The Senior Secured Notes will be issued at a substantial discount from their
principal amount. Consequently, purchasers of Units generally will be required
to include amounts in gross income for Federal income tax purposes in advance of
their receipt of the cash payments to which the income is attributable. If the
Senior Secured Notes are "applicable high yield discount obligations," the
Company's federal income tax deductions with respect to the original issue
discount on the Senior Secured Notes will be deferred until the Company makes
the related payments and possibly, in part, disallowed. See "Certain Federal
Income Tax Considerations -- Certain Federal Income Tax Consequences to the
Company and to Corporate Holders."

BANKRUPTCY CONSIDERATIONS

If a bankruptcy case is commenced by or against the Company under the
Bankruptcy Code after the issuance of the Senior Secured Notes, the claim of a
holder of Senior Secured Notes may be limited to an amount equal to the sum of
(i) the initial public offering price of the Senior Secured Notes (which may
exclude amounts attributable to the value of the Warrants) and (ii) that portion
of original issue discount which is not deemed to constitute "unmatured
interest" for purposes of the Bankruptcy Code. Any original issue discount that
was not amortized as of the date of any such bankruptcy filing would constitute
"unmatured interest."

WEATHER

Weather conditions have a substantial impact on the demand for propane,
particularly by retail customers, with peak sales typically occurring during the
winter months. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations." Warmer than normal winter weather in fiscal years
1991 and 1992 had a material adverse effect on the Company's operating income in
each of those years. Warmer than normal weather in the future could have a
material adverse effect on the Company's operating income and could affect its
ability to fulfill its debt service obligations. While the fiscal year 1993
winter was a nearly normal winter, there can be no assurance that average
temperatures in future years will be closer to the historical average.

PROPANE COST VOLATILITY

The cost of propane purchased by the Company can fluctuate dramatically over
a short period of time due to a variety of factors, including severe cold
weather and product transportation difficulties. In general, the Company's
supply contracts permit its suppliers to charge posted prices at the time of
delivery, less any

12
<PAGE>
negotiated discount. The Company has generally been able to pass any cost
increases on to its customers; however, there can be no assurance that the
Company will be able to pass on such cost increases in the future.

COMPETITION

Empire Gas encounters competition from a number of other propane
distributors in each geographic region in which it operates and competes for
customers against suppliers of other energy sources. For residential and
commercial customers, Empire Gas competes primarily with suppliers of
electricity and propane. The Company currently enjoys, and historically has
enjoyed, a competitive advantage over suppliers of electricity because of the
higher cost of electricity. The Company believes that fuel oil does not present
a significant competitive threat in the Company's primary service areas because:
(i) propane is a residue-free, cleaner energy source, (ii) environmental
concerns make fuel oil relatively unattractive, and (iii) fuel oil appliances
are not as efficient as propane appliances. Empire Gas generally does not
attempt to sell propane in areas served by natural gas distribution systems,
except sales for specialized industrial applications and for motor fuel, because
the price per equivalent energy unit of propane is, and has historically been,
higher than that of natural gas. To use natural gas, however, a retail customer
must be connected to a distribution system provided by a local utility. Because
of the costs involved in building or connecting to a natural gas distribution
system, natural gas is not expected to create significant competition for the
Company in areas that are not currently served by natural gas distribution
systems.

CONSERVATION AND IMPROVED EFFICIENCY OF GAS APPLIANCES

Retail customers primarily use propane for heating, water heating, and
cooking. Conservation measures or technological advances, including the
development of more efficient gas appliances, could slow the growth of demand
for propane by retail propane customers. The Company believes that decreases in
oil and gas prices in recent years have decreased the incentive to conserve and
that the gas appliances used today are already operating at high levels of
efficiency. The Company cannot predict the impact of future conservation
measures. Nor is the Company able to predict the effect that any technological
advances might have on the Company's operations.

OPERATING RISKS

The Company's propane operations are subject to all operating hazards and
risks normally incident to handling, storing and transporting combustible
liquids, such as the risk of personal injury and property damage caused by fire.
Empire Gas maintains insurance policies with insurers in such amounts and with
such coverages and deductibles as management of the Company believes is
reasonable and prudent. Empire Gas' current automobile liability policy provides
coverage for losses of up to $101.0 million per occurrence with a $500,000
deductible per occurrence. Empire Gas' general liability policy has a $500,000
deductible per occurrence (subject to an aggregate deductible of $1.0 million
per policy period) with total coverage of $101.0 million. Current workers
compensation coverage also has a $500,000 deductible per incident. Current
liability insurance coverage substantially exceeds any liability Empire Gas has
previously incurred, though the $500,000 deductible on each of the policies
means that the Company is effectively self-insured for liability up to these
deductibles. The occurrence of an event not fully covered by insurance could
have a material adverse effect on the Company's financial condition and results.
See "Business of the Company -- Propane Operations -- Risks of Business."

REORGANIZATION OF THE COMPANY

Prior to the Offering, the Company consisted of 284 retail outlets operating
in 27 states. As a result of the Transaction, the number of retail outlets will
be reduced to 158 operating in 20 states (resulting in a decrease of
approximately 40% based on gallons sold during the fiscal year ended June 30,
1993). In addition, new management of the Company after the Offering intends to
pursue a strategy of acquisitions and start-ups, expansion of the Company's
existing residential customer base, geographic rationalization and reduction of
operating expenses, which differs in some regards from the strategy of current
management. See "Business -- Business Strategy." The operations of the Company
after the Offering will therefore differ from the operations prior to the
Offering in terms of the size, geographical scope, management and leverage

13
<PAGE>
of the Company and there is no assurance that new management's business strategy
will be carried out effectively. Accordingly, operations of the Company prior to
the Offering are not indicative of expected operations of the Company after the
Offering.

POTENTIAL ACQUISITIONS AND DEVELOPMENT OF NEW RETAIL SERVICE CENTERS

The Company intends to consider and evaluate opportunities for growth in its
industry through acquisitions and the development of new retail propane service
centers. While the Company recently completed an acquisition of one retail
service center in Colorado, has signed an agreement to purchase a small retail
propane company in Missouri, and will complete the Acquisition contemporaneously
with this Offering, there can be no assurance that the Company will continue to
find attractive acquisition opportunities, or to the extent such opportunities
or opportunities to develop new retail service centers are identified, that the
Company will be able to consummate the acquisitions or develop such centers or
will be able to obtain financing for any such acquisitions or projects. In
addition, the Company's ability to undertake acquisitions will be limited in
certain geographic areas by the non-competition agreement (the "Non-Competition
Agreement") entered into by the Company and Empire Energy Corporation
("Energy"), whose stock will be transferred to Mr. Plaster and certain other
departing officers as part of the Transaction. Subject to an exception for
multi-state acquisitions, the Non-Competition Agreement restricts the Company
from making acquisitions in seven states (Alabama, Florida, Georgia, Indiana,
Kentucky, Mississippi and Tennessee) and certain territories in three states
(southeastern Missouri, northern Arkansas and an area within a 50-mile radius of
an existing Energy operation in Illinois) (the "Energy Territories") for a
period of three years from the date the Stock Purchase is consummated (the
"Effective Date"). The Non-Competition Agreement also restricts the Company from
starting service centers (other than through acquisitions) in western Virginia
and western West Virginia. The Non-Competition Agreement also requires the
Company not to disclose secret information it may have regarding Energy, not to
solicit Energy customers or employees, and to grant Energy an option to purchase
from the Company (on terms substantially equivalent to the terms on which the
Company acquired the business) any business the Company acquires in violation of
the Non-Competition Agreement. The same restrictions apply to Energy under the
Non-Competition Agreement. See "The Transaction" and "Certain Relationships and
Related Transactions -- The Transaction." No assurance can be given as to the
extent to which acquisitions or new retail service centers will contribute to
the Company's cash flows or results of operations.

DEPENDENCE ON CONTROLLING SHAREHOLDER AND CONFLICT OF INTERESTS

Upon consummation of the Transaction, Empire Gas will be dependent on the
efforts of Paul S. Lindsey, Jr. who will serve as the Company's Chief Executive
Officer, President, and Chairman of the Board. Mr. Lindsey and his wife, Kristin
L. Lindsey, will hold approximately 96% of the Company's Common Stock and
generally will be able to control the Company's operations. Although the Company
will purchase a key man life insurance policy in the amount of $30 million, the
loss of Mr. Lindsey's services could have a material adverse effect on the
business of the Company. As the holder of a majority of the Company's
outstanding Common Stock, Mr. Lindsey may have interests different from those of
holders of the Units. In case of such a conflict of interests, there can be no
assurance that the Company will take actions in the best interests of the
holders of the Units.

FRAUDULENT TRANSFER CONSIDERATIONS ASSOCIATED WITH THE STOCK REPURCHASE AND DEBT
REFINANCING

Under fraudulent transfer provisions of the Bankruptcy Code or comparable
provisions of state fraudulent transfer law, a transfer of property made within
a year before a bankruptcy filing (or within the applicable state law period)
can be avoided if a company or a subsidiary thereof (a) made such transfer with
the intent of hindering, delaying, or defrauding current or future creditors, or
(b)(i) received less than reasonably equivalent value or fair consideration
therefor and (ii) at the time of such transfer (A) was insolvent or was rendered
insolvent by such transfer, (B) was engaged or was about to engage in a business
or transaction for which its remaining assets constituted unreasonably small
capital to carry on such business, or (C) intended to incur, or believed that it
would incur, debts beyond its ability to pay such debts as they mature.

If a court were to find that, in substance, the Senior Secured Notes were
issued to repurchase the Common Stock of Mr. Plaster and the departing officers,
the court could find that the Company did not

14
<PAGE>
receive fair consideration or reasonably equivalent value for the issuance of
the Senior Secured Notes. In addition, to the extent the proceeds are being used
to repay (i) the Company's 12% Senior Subordinated Debentures due 2002 (the "12%
Senior Subordinated Debentures") which were incurred in repaying certain
indebtedness incurred in the 1983 leveraged buy-out of Empire Gas Corporation
(the "LBO"), and (ii) $13.7 million principal amount of the Company's 9%
Subordinated Debentures due 2007 (the "2007 9% Subordinated Debentures"), which
were incurred in the LBO, of which $4.7 million principal amount will be
purchased from Mr. Plaster, a court could find that the Company did not receive
fair consideration or reasonably equivalent value for the issuance of the Senior
Secured Notes. If a court found a lack of fair consideration for the Senior
Secured Notes and also concluded that one or more of the financial conditions
described above was satisfied at the time Empire Gas incurred the debt to the
holders of the Senior Secured Notes, or if the court found that the transaction
was entered into with the intent of hindering, delaying, or defrauding
creditors, the court could set aside the transaction as a fraudulent transfer
and void the Senior Secured Notes and order the return of any payments of
principal and interest made on the Senior Secured Notes. To the extent any
Senior Secured Note was avoided as a fraudulent transfer, the holder of that
Senior Secured Note would cease to have any claim in respect of the Company. In
addition, the avoidance of the Senior Secured Notes could result in an event of
default with respect to the other indebtedness of the Company and could result
in the acceleration of such indebtedness, a change in control of the Company, or
otherwise adversely affect the Company.

The obligations of the Company's existing subsidiaries to guarantee the
Company's obligations under the Senior Secured Notes pursuant to the Subsidiary
Guarantees may also be avoidable as fraudulent transfers. In the event that a
court finds that (a) any such subsidiary did not receive reasonably equivalent
value or fair consideration in exchange for such subsidiary's incurrence of the
obligations under its respective Subsidiary Guaranty, and (b) that such
subsidiary was insolvent or rendered insolvent by such Subsidiary Guaranty, had
unreasonably small capital, or intended to or believed that it would incur debt
beyond its ability to repay, such Subsidiary Guaranty could be avoided. The
Subsidiary Guarantees could also be subject to avoidance as a fraudulent
transfer if a court finds that such obligations were incurred with actual intent
to delay, hinder or defraud any of the subsidiaries' creditors.

The measures of insolvency for purposes of the foregoing considerations will
vary depending upon the law applied in any such proceeding. Generally, however,
a company will be considered insolvent if the sum of its debts, including
estimated contingent liabilities, was greater than all of its assets at a fair
valuation or if the present fair saleable value of its assets is less than the
amount that would be required to pay its probable liability on its existing
debts, including estimated contingent liabilities, as they become absolute and
mature.

The Company believes that the indebtedness represented by the Senior Secured
Notes and the Subsidiary Guarantees is being incurred for proper purposes and in
good faith, and without any actual intent to delay, hinder, or defraud the
Company's creditors. Furthermore, the Company believes, based on analyses of
internal cash flow, that it (i) will not be considered insolvent, at the time of
or as a result of the issuance of the Senior Secured Notes, under any of the
foregoing standards, (ii) will have sufficient capital to meet the needs of the
business in which it is engaged, and (iii) will not have incurred debts beyond
its ability to pay such debts as they mature. Furthermore, as a condition to the
consummation of the Stock Purchase, the Company will receive a solvency opinion
that the Stock Purchase and this Offering will not render the Company insolvent,
leave the Company with inadequate or unreasonably small capital or result in the
Company incurring indebtedness beyond its ability to repay such indebtedness as
it matures. There can be no assurance, however, that a court passing on such
questions would agree with the Company.

ABSENCE OF PUBLIC MARKET

There is currently no established trading market for the Units, the Senior
Secured Notes, the Warrants or shares of Common Stock and the Company does not
intend to have the Units, the Senior Secured Notes, the Warrants or the shares
of Common Stock listed for trading on any securities exchange or on any
automated dealer quotation system. The Underwriter has advised the Company that
it presently intends to make a market in the Units, the Senior Secured Notes and
the Warrants, but the Underwriter is not obligated to make such markets and any
such market making may be discontinued at any time at the sole discretion of the
Underwriter. Accordingly, no assurance can be given as to the prices or
liquidity of, or

15
<PAGE>
trading markets for, the Units, the Senior Secured Notes, the Warrants or shares
of Common Stock. The liquidity of any market for the Units, the Senior Secured
Notes, the Warrants or shares of Common Stock will depend upon the number of
holders of such securities, the interest of securities dealers in making a
market in such securities, and other factors. The absence of an active market
for the Units, the Senior Secured Notes, the Warrants or shares of Common Stock
would adversely affect the liquidity of such securities. The liquidity of, and
trading markets for, the Senior Secured Notes may also be adversely affected by
the liquidity of, and market for high yield securities generally. Such a decline
may adversely affect the liquidity of, and trading markets for, the Senior
Secured Notes, independent of the financial performance of, and prospects for,
the Company.

THE TRANSACTION

The Company will implement a change in ownership and management
contemporaneously with this Offering by repurchasing shares of its common stock
from its controlling shareholder, Mr. Robert W. Plaster, and certain other
departing officers in exchange for all of the shares of a subsidiary that owns
133 retail service centers located primarily in the Southeast. Mr. Paul S.
Lindsey, Jr., who has been with the Company for 26 years and currently serves as
the Company's Chief Operating Officer and Vice Chairman of the Board, will
become the Company's controlling shareholder, Chief Executive Officer, and
President. The change in ownership and management will enable the Company to
pursue a growth strategy focusing on acquiring propane operating companies.
Contemporaneously with the Offering, the Company will acquire the assets of PSNC
Propane Corporation, a company located in North Carolina that has six retail
service centers and five additional bulk storage facilities with annual volume
of approximately 9.5 million gallons, for an aggregate purchase price of
approximately $14.0 million (which includes payment for inventory and accounts
receivable). The Company also recently completed the acquisition of a retail
propane company in Colorado with annual volume of approximately 700,000 gallons,
and has entered into a contract to purchase a retail propane company in Missouri
with annual volume of approximately 690,000 gallons.

Pursuant to the Stock Purchase, the Company will transfer 100% of the common
stock of its subsidiary, Energy ("Energy Common Stock"), to Mr. Robert W.
Plaster and certain departing directors, officers and employees in exchange for
12,004,430 of their shares of Common Stock. Certain of the departing officers
and employees will receive $7.00 per share for the remaining 346,220 of shares
of Common Stock that they hold. Energy owns the common stock of approximately
136 subsidiaries, 133 of which are retail service centers located in ten states,
primarily in the Southeast, and certain other assets. Empire Gas will retain
ownership of 158 retail service centers located in 20 states and 8 nonretail
subsidiaries that provide services related to the Company's retail propane
business. Following the Transaction, Mr. Lindsey and his wife Kristin Lindsey
will beneficially own approximately 96% of the approximately 1,600,000 shares of
the Company's Common Stock remaining outstanding and Mr. Lindsey will become the
Company's Chief Executive Officer and President.

In connection with the Stock Purchase, Mr. Plaster will terminate his
positions with the Company as Chief Executive Officer and Chairman of the Board
of Directors. Mr. Plaster's employment contract with the Company will be
terminated. See "Management -- Employment Agreement." Similarly, the departing
directors, officers and employees will terminate their positions with the
Company and its subsidiaries.

In connection with the Stock Purchase, certain lease and use agreements
between the Company and Mr. Plaster, or entities controlled by Mr. Plaster, will
be terminated. The Company has also entered into certain agreements that will
become effective on the Effective Date, including the Non-Competition Agreement,
a lease for the Company's headquarters, and a services agreement pursuant to
which Empire Service Corporation ("Service Corp."), a subsidiary of Energy, will
provide data processing, management information and other services to the
Company (the "Service Agreement"). See "Certain Relationships and Related
Transactions."

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<PAGE>
The Company has requested a private letter ruling from the Internal Revenue
Service concerning the federal income tax consequences of the Stock Purchase.
The consummation of the Transaction is conditioned upon the receipt of rulings
from the IRS that provide, among other things, that, based on certain
representations contained in the rulings, neither income nor gain for federal
income tax purposes will be recognized by the Company as a result of the Stock
Purchase.

The obligations of the parties to consummate the Stock Purchase are also
subject to certain other conditions, including the receipt of a solvency opinion
that the consummation of the Stock Purchase and this Offering will not render
the Company insolvent, leave the Company with inadequate or unreasonably small
capital or result in the Company incurring indebtedness beyond its ability to
repay such indebtedness as it matures.

Simultaneously with this Offering, the Company will consummate the
acquisition of PSNC Propane Corporation, a company that has six retail service
centers and an additional five bulk storage facilities located in North
Carolina, an area in which the Company desires to strengthen its presence. The
Company will use approximately $12.0 million of the proceeds towards the $14.0
million aggregate purchase price. Approximately $1.5 million of the remaining
purchase price will be funded by borrowings on the Company's New Credit
Facility. The remaining $500,000 will be paid by the Company over five years.
See "Use of Proceeds." During 1993, PSNC Propane Corporation sold approximately
9.5 million gallons, 70% of which were higher margin sales to residential
customers.

The Company will use a portion of the proceeds to repay certain of its
existing indebtedness that have earlier maturity dates or that carry a higher
effective interest rate. The Company will enter into the $15.0 million New
Credit Facility.

Immediately prior to the consummation of the Offering, the Company's
subsidiary, Empire Gas Operating Corporation ("EGOC"), which owns the
outstanding capital stock of the Company's retail service centers and certain
nonretail subsidiaries, and certain other assets, will merge into the Company.

USE OF PROCEEDS

The net proceeds to the Company from the issuance and sale of the Units
offered hereby will be approximately $95.0 million. The Company intends to use
approximately $72.1 million of the net proceeds to retire existing indebtedness.
Approximately $22.3 million will be used to redeem the Company's 12% Senior
Subordinated Debentures due 2002, which currently have an annual sinking fund
requirement of $690,000. Approximately $20.0 million will be used to redeem the
Company's 9% Convertible Subordinated Debentures due 1998, which currently have
an annual sinking fund requirement of $1.25 million. Approximately $16.1 million
will be used to repay the term loan (currently accruing interest at 6.125% per
annum) under the existing credit facility (the "Term Loan"), which matures June
30, 1998 and which currently has a quarterly sinking fund requirement of
$650,000. Approximately $13.7 million will be used to repurchase $13.7 million
principal amount of 2007 9% Subordinated Debentures, $4.7 principal amount of
which will be purchased from Mr. Robert W. Plaster. See "Certain Relationships
and Related Transactions." The purchase of the 2007 9% Subordinated Debentures
will satisfy the Company's $1.37 million annual sinking fund requirement through
the maturity date of the Senior Secured Notes. Approximately $12.0 million of
the remaining net proceeds will be used by the Company to complete the
Acquisition, which has an aggregate purchase price of $14.0 million (which
includes payment for inventory and accounts receivable). See "The Transaction"
and "Business -- Business Strategy -- Growth through acquisition of retail
service centers." Approximately $2.6 million of the net proceeds will be used to
repurchase, at $7.00 per share, approximately 346,220 shares of Common Stock
held by the departing directors, officers and employees, and approximately
31,640 shares of Common Stock held by other shareholders. The Company will use
approximately $4.1 million of the net proceeds to make a payment to Energy in
connection with the Stock Purchase, reduced to the extent Energy may be required
to make a payment to the Company based on the balance, as of the Effective Date,
of certain of the Company's liabilities net of certain of its assets. See
"Certain Relationships and Related Transactions -- The Transaction." Any
remaining net proceeds (estimated to be $4.2 million) will be used by the
Company for general corporate purposes which could include payment of accrued
interest, repayment of the existing credit facility and future acquisitions.

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<PAGE>
CAPITALIZATION

The following table sets forth, as of March 31, 1994, the historical
capitalization of the Company and the pro forma capitalization of the Company as
adjusted to give effect to the Transaction and the application of the proceeds
of the Offering as described in "Use of Proceeds". This table should be read in
conjunction with the Company's consolidated financial statements and the pro
forma financial statements, including the notes thereto, included elsewhere in
this Prospectus.

<TABLE>
<CAPTION>
AS OF MARCH 31, 1994
-----------------------------
HISTORICAL AS ADJUSTED
------------- -------------
(UNAUDITED)
(IN THOUSANDS)

<S> <C> <C>
Short-term debt:
Current maturities of long-term debt.............. $ 6,135 $ 329
------------- -------------
------------- -------------
Long-term debt (excluding current portion of
long-term debt):
Existing Credit Facility:
Term Loan....................................... $ 13,450 $ --
$22 million revolving credit facility........... 3,500 --
New Credit Facility:
$15 million revolving credit facility........... --
% Senior Secured Notes due 2004................. 99,360(2)
9% Convertible Subordinated Debentures due
1998............................................. 15,875 --
9% Subordinated Debentures due 2007.............. 14,731 6,415(1)
12% Senior Subordinated Debentures due 2002....... 18,201 --
Purchase contract obligations..................... 939 1,101
------------- -------------
Total long-term debt............................ 66,696 106,876
------------- -------------
Stockholders' equity (deficit):
Common stock...................................... 14 14
Common stock purchase warrants.................... -- 640(2)
Additional paid-in capital........................ 27,088 27,088
Retained earnings................................. 5,899 32,393
------------- -------------
33,001 60,135
Less: Treasury stock.............................. (1,299) (87,975)
------------- -------------
Total stockholders' equity (deficit)............ 31,702 (27,840)
------------- -------------
Total capitalization.......................... $ 98,398 $ 79,036
------------- -------------
------------- -------------
<FN>
- ---------
(1) Face amount $12.3 million.

(2) Reflects estimated $100 million of gross proceeds of the Units offered
hereby, including $99.4 million of allocated value to the Senior Secured
Notes and $.6 million of allocated value to the warrants.
</TABLE>

18
<PAGE>
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
FOR THE COMPANY PRIOR TO THE TRANSACTION

The following table presents selected consolidated operating and balance
sheet data of Empire Gas, prior to the consummation of the Transaction, as of
and for each of the years in the five-year period ended June 30, 1993, as of and
for the nine months ended March 31, 1993 and 1994, and for the twelve months
ended March 31, 1994. The financial data of the Company as of and for each of
the years in the five-year period ended June 30, 1993 were derived from the
Company's audited consolidated financial statements. The financial data for the
Company as of and for the nine months ended March 31, 1993 and 1994, were
derived from the Company's unaudited consolidated financial statements which, in
the opinion of the Company, reflect all adjustments, of a normal and recurring
nature, necessary for a fair presentation of the results for the unaudited
periods. Due to the seasonal nature of the Company's business, the majority of
the Company's revenues are earned in its second and third fiscal quarters.
Accordingly, the results of operations for the nine months ended March 31, 1994
are not indicative of the results of operations to be expected for the full
year. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations." Data for the twelve months ended March 31, 1994 have
been set forth to provide recent data concerning a full year's operations. The
financial and other data set forth below should be read in conjunction with the
Company's consolidated financial statements, including the notes thereto,
included elsewhere in this Prospectus. Because these data do not take into
account the effects of the Transaction on the Company's results and financial
condition, management does not believe they are indicative of the results of the
Company that can be expected after the Transaction and Offering.

<TABLE>
<CAPTION>
EMPIRE GAS BEFORE THE TRANSACTION AND OFFERING
------------------------------------------------------------------------------------
NINE MONTHS ENDED TWELVE MONTHS
YEAR ENDED JUNE 30, MARCH 31, ENDED
------------------------------------------------ ------------------ MARCH 31,
1989 (1) 1990 1991 1992 1993 1993 1994 1994
-------- -------- -------- -------- -------- -------- -------- --------------
(IN THOUSANDS EXCEPT RATIOS AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Operating data:
Operating revenue..................... $108,389 $123,153 $121,758 $112,080 $128,401 $111,332 $110,108 $127,177
Gross profit (2)...................... 61,995 64,962 61,787 61,107 68,199 58,525 59,338 69,012
Operating expenses.................... 36,438 39,062 44,772 40,052 41,845 31,986 33,109 42,968
Depreciation and amortization......... 8,194 9,334 9,552 10,062 10,351 7,672 7,494 10,173
Operating income...................... 17,363 16,566 7,463 10,993 16,003 18,867 18,735 15,871
Interest expense:
Cash interest....................... 12,288 11,437 12,038 10,721 9,826 7,541 6,446 8,731
Amortization of debt discount and
expenses........................... 1,469 1,147 890 1,006 1,686 1,167 1,396 1,915
-------- -------- -------- -------- -------- -------- -------- --------------
Total interest expense............ 13,757 12,584 12,928 11,727 11,512 8,708 7,842 10,646
Net income (loss) (3)................. 857 1,216 (4,557) (1,474) 2,228 5,929 5,789 2,088
Other operating data:
Ratio of earnings to fixed
charges (4).......................... 1.16x 1.23x -- -- 1.36x 2.14x 2.27x 1.39x
Deficiency in earnings available to
cover fixed charges (4).............. -- -- $ (6,167) $ (1,184) -- -- -- --
Capital expenditures:
Existing operations................. 4,310 3,993 4,148 4,048 2,964 1,839 3,429 4,554
Acquisitions........................ 2,863 260 1,708 225 -- -- 444 444
Start up of new retail service
centers............................ 450 1,987 2,957 2,430 1,394 1,259 848 983
-------- -------- -------- -------- -------- -------- -------- --------------
Total capital expenditures.......... 7,623 6,240 8,813 6,703 4,358 3,098 4,721 5,981
Cash from sale of retail service
centers and other assets............. 1,301 430 497 3,062 1,088 360 153 881
EBITDA (5)............................ 25,557 25,399 17,015 21,055 26,354 26,539 26,229 26,044
Income (loss) per share............... $ .05 $ .04 $ (.33) $ (.11) $ .16 $ .41 $ .40 $ .14
</TABLE>

19
<PAGE>

<TABLE>
<CAPTION>
AS OF JUNE 30, AS OF
---------------------------------------------------------------------------------- MARCH 31, 1994
1989 1990 1991 1992 1993 --------------
-------------- -------------- -------------- -------------- -------------- (UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Balance sheet data:
Total assets................ $ 161,155 $ 158,383 $157,138 $ 151,471 $ 148,020 $152,193
Long-term debt (including
current maturities)........ 77,775 79,666 84,289 78,958 79,249 72,831
Stockholders' equity........ 29,473 30,982 26,438 24,901 25,913 31,702
<FN>
- ------------
(1) The operating data for 1989 include the operating results of the Company's
predecessor, which was also named Empire Gas Corporation ("Old Empire"),
for the period ended October 28, 1988. The Company was formed in September
1988 to acquire Old Empire.

(2) Represents operating revenue less the cost of products sold.

(3) Empire Gas did not declare or pay dividends on its common stock during the
five-year period ending June 30, 1993 or during the nine-month period
ending March 31, 1994.

(4) For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" represents net income before income taxes, plus "fixed charges"
and the amortization of capitalized interest, less interest capitalized.
"Fixed charges" consist of interest (including amortization of debt
issuance costs) and amortization of discount on indebtedness.

(5) EBITDA consists of earnings before depreciation, amortization, interest,
income taxes, and other non-recurring expenses. EBITDA is presented here
because it is a widely accepted financial indicator of a highly leveraged
company's ability to service and/ or incur indebtedness. However, EBITDA
should not be construed as an alternative either (i) to operating income
(determined in accordance with generally accepted accounting principles)
or (ii) to cash flows from operating activities (determined in accordance
with generally accepted accounting principles).
</TABLE>

20
<PAGE>
PRO FORMA CONSOLIDATED FINANCIAL AND OTHER DATA

The following unaudited pro forma consolidated statements of operations have
been derived from the consolidated statement of operations of the Company for
the fiscal year ended June 30, 1993 and the consolidated statement of operations
for the nine months and twelve months ended March 31, 1994 and adjust such
information to give effect to the Offering and the Transaction as if they had
been consummated on July 1, 1992. The unaudited pro forma consolidated balance
sheet has been derived from the consolidated balance sheet of the Company and
adjusts such information to give effect to the Offering and the Transaction as
if they had been consummated on March 31, 1994. The Pro Forma Consolidated
Financial and Other Data and accompanying notes should be read in conjunction
with the consolidated financial statements and related notes thereto appearing
elsewhere in this Prospectus. The Pro Forma Consolidated Financial and Other
Data is presented for informational purposes only and does not purport to
represent what the results of operations would actually have been if the
Offering and the Transaction had occurred on July 1, 1992, or what the Company's
financial position would actually have been if the Offering and the Transaction
had occurred on March 31, 1994, or to project the Company's results of
operations or financial position at any future date or for any future period.
The Transaction is being accounted for as a treasury stock transaction using the
fair value of Energy assets conveyed to repurchase the Company's stock. The fair
value of Energy assets is based on a valuation method derived principally on
gallons of retail sales and operating cash flows, and, in management's view, is
consistent with valuation methods generally used in valuing propane distribution
companies.

21
<PAGE>
EMPIRE GAS CORPORATION
PRO FORMA STATEMENT OF OPERATIONS
(IN THOUSANDS EXCEPT RATIOS AND PER SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, 1993
----------------------------------------------------------------
ADJUSTMENTS EFFECTS OF
EMPIRE TO EXCLUDE PSNC EFFECTS OF
GAS ENERGY ACQUISITION* OFFERING PRO FORMA
-------- ------------ ------------ ----------- ---------
<S> <C> <C> <C> <C> <C>
OPERATING REVENUE....................... $128,401 $(61,057)(1) $ 9,587 $ $ 76,931
COST OF PRODUCT SOLD.................... 60,202 (29,157)(1) 4,643 35,688
-------- ------------ ------------ ---------
GROSS PROFIT............................ 68,199 (31,900) 4,944 41,243
-------- ------------ ------------ ---------
OPERATING COSTS AND EXPENSES
Provision for doubtful accounts....... 958 (442)(1) 30 546
General and administrative............ 40,437 (19,852)(2) 2,619 23,204
Rent expense to related party......... 450 (375)(2) 75
Depreciation and amortization......... 10,351 (4,687)(3) 1,058 6,722
-------- ------------ ------------ ---------
52,196 (25,356) 3,707 30,547
-------- ------------ ------------ ---------
OPERATING INCOME........................ 16,003 (6,544) 1,237 10,696
-------- ------------ ------------ ---------
OTHER EXPENSE
Interest expense...................... (8,877) 271(4) (1,064) (497) (6) (10,167)
Interest expense to related party..... (949) 94(4) 855(6)
Amortization of debt discount and
expense.............................. (1,686) (423) (2,235) (7) (4,344)
Restructuring proposal costs.......... (223) 105(2) (118)
-------- ------------ ------------ ----------- ---------
(11,735) 470 (1,487) (1,877) (14,629)
-------- ------------ ------------ ----------- ---------
INCOME (LOSS) BEFORE INCOME TAXES....... 4,268 (6,074) (250) (1,877) (3,933)
PROVISION (CREDIT) FOR INCOME TAXES 2,040 (2,433)(5) (100) (707) (8) (1,200)
-------- ------------ ------------ ----------- ---------
INCOME (LOSS) BEFORE EXTRAORDINARY
ITEM................................... $ 2,228 $ (3,641) $ (150) $(1,170) (9) $ (2,733)
-------- ------------ ------------ ----------- ---------
-------- ------------ ------------ ----------- ---------
INCOME (LOSS) PER SHARE BEFORE
EXTRAORDINARY ITEM..................... $ .16 -- -- -- $ (1.73)
-------- ---------
-------- ---------
OTHER OPERATING DATA AND FINANCIAL
RATIOS
Ratio of earnings to fixed charges.... 1.36x -- -- -- --
--------
--------
Deficiency in earnings to cover fixed
charges.............................. -- -- -- -- $ (4,352)
---------
---------
EBITDA**.............................. $ 26,354 -- -- -- $ 17,418
EBITDA to total interest expense...... 2.29x -- -- -- 1.20x
EBITDA to cash interest............... 2.68x -- -- -- 1.71x
<FN>
- ------------
* For adjustments from actual PSNC results see Pro Forma Financial
Statements of PSNC elsewhere in this Prospectus.

** EBITDA consists of earnings before depreciation, amortization, interest,
income taxes, and other non-recurring expenses. EBITDA is presented here
because it is a widely accepted financial indicator of a highly leveraged
company's ability to service and/ or incur indebtedness. However, EBITDA
should not be construed as an alternative either (i) to operating income
(determined in accordance with generally accepted accounting principles)
or (ii) to cash flows from operating activities (determined in accordance
with generally accepted accounting principles).
</TABLE>

22
<PAGE>
EMPIRE GAS CORPORATION
PRO FORMA STATEMENT OF OPERATIONS
(IN THOUSANDS EXCEPT RATIOS AND PER SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED MARCH 31, 1994
----------------------------------------------------------------
ADJUSTMENTS EFFECTS OF
EMPIRE TO EXCLUDE PSNC EFFECTS OF
GAS ENERGY ACQUISITION* OFFERING PRO FORMA
-------- ------------ ------------ ----------- ---------
<S> <C> <C> <C> <C> <C>
OPERATING REVENUE....................... $110,108 $(54,638)(1) $ 9,526 $ $ 64,996
COST OF PRODUCT SOLD.................... 50,770 (25,368)(1) 4,663 30,065
-------- ------------ ------------ ----------- ---------
GROSS PROFIT............................ 59,338 (29,270) 4,863 34,931
OPERATING COSTS AND EXPENSES
Provision for doubtful accounts 413 (215)(1) 34 232
General and administrative............ 32,359 (15,925)(2) 1,894 18,328
Rent expense to related party 337 (280)(2) 57
Depreciation and amortization......... 7,494 (3,292)(3) 778 4,980
-------- ------------ ------------ ---------
40,603 (19,712) 2,706 23,597
-------- ------------ ------------ ---------
OPERATING INCOME........................ 18,735 (9,558) 2,157 11,334
-------- ------------ ------------ ---------
OTHER EXPENSE
Interest expense...................... (6,446) 105(4) (801) (233)(6) (7,375)
Amortization of debt discount and
expense.............................. (1,396) (353) (1,575)(7) (3,324)
Restructuring proposal costs.......... (674) 321(2) (353)
-------- ------------ ------------ ----------- ---------
(8,516) 426 (1,154) (1,808) (11,052)
-------- ------------ ------------ ----------- ---------
INCOME BEFORE INCOME TAXES.............. 10,219 (9,132) 1,003 (1,808) 282
PROVISION FOR INCOME TAXES 4,430 (3,717)(5) 390 (823)(8) 280
-------- ------------ ------------ ----------- ---------
NET INCOME.............................. $ 5,789 $ (5,415) $ 613 $ (985) $ 2
-------- ------------ ------------ ----------- ---------
-------- ------------ ------------ ----------- ---------
INCOME PER SHARE........................ $ .40 -- -- -- $ .00
-------- ---------
-------- ---------
OTHER OPERATING DATA AND FINANCIAL
RATIOS
Ratio of earnings to fixed charges.... 2.27x -- -- --
--------
--------
Deficiency in earnings to cover fixed
charges.............................. -- -- -- -- (2,215)
---------
---------
EBITDA**.............................. $ 26,229 -- -- -- $ 16,314
EBITDA to total interest expense...... 3.34x -- -- -- 1.52x
EBITDA to cash interest............... 4.07x -- -- -- 2.21x
<FN>
- ------------

* For adjustments from actual PSNC results see Pro Forma Financial Statements
of PSNC elsewhere in this Prospectus.

** EBITDA consists of earnings before depreciation, amortization, interest,
income taxes, and other non-recurring expenses. EBITDA is presented here
because it is a widely accepted financial indicator of a highly leveraged
company's ability to service and/ or incur indebtedness. However, EBITDA
should not be construed as an alternative either (i) to operating income
(determined in accordance with generally accepted accounting principles) or
(ii) to cash flows from operating activities (determined in accordance with
generally accepted accounting principles).
</TABLE>

23
<PAGE>
EMPIRE GAS CORPORATION
PRO FORMA STATEMENT OF OPERATIONS
(IN THOUSANDS EXCEPT RATIOS AND PER SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED MARCH 31, 1994
------------------------------------------------------------------
ADJUSTMENTS EFFECTS OF
EMPIRE TO EXCLUDE PSNC EFFECTS OF
GAS ENERGY ACQUISITION* OFFERING PRO FORMA
--------- ------------ ------------ ------------ ---------

<S> <C> <C> <C> <C> <C>
OPERATING REVENUE....................... $ 127,177 $(61,319)(1) $ 10,605 $ $ 76,463
COST OF PRODUCT SOLD.................... 58,165 (28,817)(1) 5,164 34,512
--------- ------------ ------------ ---------
GROSS PROFIT............................ 69,012 (32,502) 5,441 41,951
--------- ------------ ------------ ---------
OPERATING COSTS AND EXPENSES
Provision for doubtful accounts....... 1,073 (512)(1) 40 601
General and administrative............ 41,445 (20,308)(2) 2,491 23,628
Rent expense to related party......... 450 (375)(2) 75
Depreciation and amortization......... 10,173 (4,880)(3) 1,039 6,332
--------- ------------ ------------ ---------
53,141 (26,075) 3,570 30,636
--------- ------------ ------------ ---------
OPERATING INCOME........................ 15,871 (6,427) 1,871 11,315
--------- ------------ ------------ ---------
OTHER EXPENSE
Interest expense...................... (8,450) 85(4) (1,060) (383)(6) (9,808)
Interest expense to related party..... (281) 94(4) 187(6) --
Amortization of debt discount and
expense.............................. (1,915) (462) (2,069)(7) (4,446)
Restructuring proposal costs.......... (897) 426(2) (471)
--------- ------------ ------------ ------------ ---------
(11,543) 605 (1,522) (2,265) (14,725)
--------- ------------ ------------ ------------ ---------
INCOME (LOSS) BEFORE INCOME TAXES....... 4,328 (5,822) 349 (2,265) (3,410)
PROVISION (CREDIT) FOR INCOME TAXES..... 2,240 (2,500)(5) 130 (870)(8) (1,000)
--------- ------------ ------------ ------------ ---------
NET INCOME (LOSS)....................... $ 2,088 $ (3,322) $ 219 $ (1,395) $ (2,410)
--------- ------------ ------------ ------------ ---------
--------- ------------ ------------ ------------ ---------
INCOME (LOSS) PER SHARE................. $ .14 $ (1.53)
--------- ---------
--------- ---------
OTHER OPERATING DATA AND FINANCIAL
RATIOS
Ratio of earnings to fixed charges.... 1.39x
---------
---------
Deficiency in earnings to cover fixed
charges.............................. $ $ (4,407)
---------
---------
EBITDA**.............................. $ 26,044 $ 17,647
EBITDA to total interest expense...... 2.45x 1.24x
EBITDA to cash interest............... 2.98x 1.80x
Total Long-term debt (including
current portion) to EBITDA........... 2.80x 6.07x
<FN>
- ------------
* For adjustments from actual PSNC results see Pro Forma Financial
Statements of PSNC elsewhere in this Prospectus.

24
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENTS OF EMPIRE GAS
CORPORATION (EGC)
FOR THE YEAR ENDED JUNE 30, 1993, NINE MONTHS ENDED MARCH 31, 1994,
AND TWELVE MONTHS ENDED MARCH 31, 1994.

The pro forma consolidated income statement amounts are based on the
estimated pro forma effects of the consolidated balance sheet adjustments
assuming the transactions were consummated on July 1, 1992. The basis for the
allocation of income and expenses between the Company and Energy is described in
detail below. The amounts presented reflect actual operations of the retail
subsidiaries while certain non-retail general and administrative expenses have
been allocated on the bases set forth below to the extent they were not
otherwise related to specific subsidiaries. The consolidated statement of
operations amounts after the Transaction closes may differ from the pro forma
statements because of changes in the consolidated balance sheet between July 1,
1992 and the actual consummation date.

(1) The revenues and expenses of the retail subsidiaries of Energy were
excluded. These subsidiaries represent substantially all the Operating
Revenue, Cost of Product Sold and the Provision for Doubtful Accounts
excluded on the pro forma statement of operations.

(2) The general and administrative expenses of Energy retail subsidiaries were
excluded. Exclusions of Energy non-retail general and administrative
expenses were determined as follows:

The amounts related to the salaries and related expenses of the
departing officers and certain agreements between the Company and
Mr. Plaster, or entities controlled by him, being terminated were
estimated as follows and eliminated:

<TABLE>
<S> <C>
Year Ended June 30, 1993.................. $2,556,100
Nine Months Ended March 31, 1994.......... $1,740,425
Twelve Months Ended March 31, 1994........ $2,320,567
</TABLE>

Expenses related to maintenance and management of specific energy
non-retail assets were identified and eliminated.

All remaining non-retail expenses were assigned 52.3% to the
Company and 47.7% to Energy based on the respective proportions of
consolidated retail revenues.

(3) Depreciation and amortization of the assets of Energy retail subsidiaries
and non-retail subsidiaries were excluded.

(4) Interest expense and amortization of debt acquisition costs related to (a)
amounts directly related to liabilities of Energy retail subsidiaries and
(b) the revolving bank debt and related party note borrowings applicable to
Energy were excluded.

(5) Income tax expenses were based on the proportion of Energy taxable income to
the consolidated EGC taxable income.

(6) To (a) recognize additional interest expense assuming interest paid at 7% on
face value $107,844,000 (which represents 88% of the total $122,550,000) of
Senior Secured Note borrowings (the remaining $14,706,000 of Senior Secured
borrowings are included in the pro forma statements reflecting the
Acquisition), (b) eliminate interest expense on the repaid term credit
facility, 9% Convertible Subordinated Debentures due 1998 and the 12% Senior
Subordinated Debentures due 2002, the reduced amount of the 9% Subordinated
Debentures due 2007, and related party note borrowings and (c) reduce
interest expense on the revolving credit facility to reflect the reduction
due to the proceeds of this Offering.

(7) To (a) recognize amortization of new debt acquisition costs being amortized
over 10 years, (b) recognize amortization of new original issue discount on
new Senior Secured Secured Notes to bring the effective rate of the new debt
(excluding the amount included in the PSNC purchase accounting adjustments)
to 12% using the effective interest method, (c) eliminate amortization of
the discount on the 9% Convertible Subordinated Debentures due 1998 and the
12% Senior Subordinated Debentures due 2002, (d) reduce the amortization of
the discount that will result from the reduction of 9% Subordinated
Debentures due 2007 outstanding as a result of the Offering, and (e)
eliminate amortization of debt acquisition costs related to Bank of Boston
term credit facility and revolving credit facility being repaid.

25
<PAGE>
(8) To record the increased estimated income tax credit provision, computed at
an effective rate of 38%, associated with the additional deductible expense
as a result of the operations after the Offering.

(9) The foregoing pro forma consolidated income statement does not give effect
to the gain of approximately $37.2 million, resulting from the excess of the
fair value of Energy assets ($84.0 million) over the book value of these
assets ($46.8 million) which have been conveyed to repurchase EGC common
stock, and the extraordinary expense of approximately $8.0 million (net of
estimated income tax effect of approximately $4.2 million) for the remaining
unamortized debt discount related to the 9% Convertible Subordinated
Debentures due 1998 and the 12% Senior Subordinated Debentures due 2002 and
the reduction of the 9% Subordinated Debentures due 2007 that will be
recognized as a result of the use of proceeds of the Offering. The gain on
disposition of Energy has been assumed to be non-taxable. If any portion of
the gain is deemed to be taxable, such liability would be accrued and
payable by the Company.

26
<PAGE>
EMPIRE GAS CORPORATION
PRO FORMA BALANCE SHEET
MARCH 31, 1994
(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
ADJUSTMENTS EFFECTS OF
EMPIRE TO EXCLUDE PSNC EFFECTS OF
GAS ENERGY ACQUISITION* OFFERING PRO FORMA
--------- ------------ ----------- ------------ ---------
<S> <C> <C> <C> <C> <C>
CURRENT ASSETS
Cash.................................. $ 183 $ (454)(1) $ $ (239)(5) $ 1,591
(2,645)(8)
4,746(10)
Trade Receivables..................... 15,072 (7,351)(1) 1,180 8,901
Inventories........................... 9,313 (4,506)(1) 700 5,507
Prepaid Expenses...................... 299 (110)(1) 189
Due from Energy....................... 3,886(2) (3,886)(5)
Deferred Income taxes................. 408 (350)(1) 287(6) 345
--------- ------------ ----------- ------------ ---------
Total current assets................ 25,275 (8,885) 1,880 (1,737) 16,533
--------- ------------ ----------- ------------ ---------
PROPERTY AND EQUIPMENT
At cost, net of accumulated
depreciation......................... 107,838 (51,174)(1) 12,000 68,664
--------- ------------ ----------- ---------
OTHER ASSETS
Debt acquisition, costs, net of
amortization......................... 446 4,554(7) 5,000
Excess of cost over fair value of net
assets acquired, at amortized cost... 17,870 (3,567)(3) 14,303
Other................................. 764 (275)(1) 500 (250)(11) 739
--------- ------------ ----------- ------------ ---------
19,080 (3,842) 500 4,304 20,042
--------- ------------ ----------- ------------ ---------
$ 152,193 $(63,901) $ 14,380 $ 2,567 $105,239
--------- ------------ ----------- ------------ ---------
--------- ------------ ----------- ------------ ---------
CURRENT LIABILITIES
Due to Energy......................... $ $ 4,125(2) $ $ (4,125)(5) $
Current maturities of long-term
debt................................. 6,135 (76)(1) 100 (5,830)(10) 329
Accounts payable and accrued
expenses............................. 14,407 (2,463)(1) 250 (1,126)(10) 10,818
(250)(11)
--------- ------------ ----------- ------------ ---------
Total current liabilities........... 20,542 1,586 350 (11,331) 11,147
--------- ------------ ----------- ------------ ---------
LONG-TERM DEBT.......................... 66,696 (162)(1) 12,000 87,360(9)
400 (71,298)(10)
1,630 10,250(6)
106,876
--------- ------------ ----------- ------------ ---------
DEFERRED INCOME TAXES................... 31,214 (13,921)(1) (3,313)(6) 13,980
--------- ------------ ------------ ---------
ACCRUED SELF INSURANCE LIABILITY........ 2,039 (963)(1) 1,076
--------- ------------ ---------
STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock
Common stock.......................... 14 14
Common stock purchase warrants........ 640(9) 640
Additional paid-in capital............ 27,088 27,088
Retained earnings..................... 5,899 33,590(4) (7,096)(6) 32,393
--------- ------------ ------------ ---------
33,001 33,590 (6,456) 60,135
Treasury Stock at cost................ (1,299) (84,031)(4) (2,645)(8) (87,975)
--------- ------------ ------------ ---------
31,702 (50,441) (9,101) (27,840)
--------- ------------ ----------- ------------ ---------
$ 152,193 $(63,901) $ 14,380 $ 2,567 $105,239
--------- ------------ ----------- ------------ ---------
--------- ------------ ----------- ------------ ---------
<FN>
- ------------
* For adjustments from actual PSNC results see Pro Forma Financial
Statements of PSNC elsewhere in this Prospectus.
</TABLE>

27
<PAGE>
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET OF EMPIRE GAS
CORPORATION (EGC) AS OF MARCH 31, 1994

The pro forma consolidated balance sheet amounts assume the transactions
described below were consummated on March 31, 1994. The allocation of assets and
liabilities between the Company and Energy is based on the allocation in the
Stock Redemption Agreement. The actual consolidated amounts may differ
substantially because of changes in the financial position of the Company,
Energy and PSNC Propane Corporation as of the actual consummation date.

(1) The assets and liabilities of the retail distribution subsidiaries and
certain non-retail assets of Energy (principally administrative office and
data processing equipment, vehicles, airplanes, and home office parts
inventories) were excluded.

(2) The amount of $3,886,000 due from Energy was accrued under the provisions
of the Stock Redemption Agreement pertaining to certain non-retail assets
retained and liabilities assumed by the Company. The amount due to Energy
of $4,125,000 was accrued under the provisions of the Stock Redemption
Agreement.

(3) The historical unamortized excess of cost over fair value of net assets
acquired for Energy retail subsidiaries was excluded.

(4) The fair value ($84,031,000) of Energy assets conveyed to repurchase
12,004,430 of EGC common stock was charged to Treasury Stock and the
resulting gain of $33,590,000, representing the excess of fair value of
Energy assets over book value, was credited to Retained Earnings. The gain
on disposition of Energy has been assumed to be non-taxable. If any portion
of the gain is deemed to be taxable, such liability would be accrued and
payable by the Company.

(5) To record the net payment due to Energy at the closing date of the
Transaction.

(6) To (a) eliminate the unamortized discount from face value of the 9%
Convertible Subordinated Debentures due 1998 and the 12% Senior
Subordinated Debentures due 2002 and the unamortized discount from face
value related to the paid 9% Subordinated Debentures due 2007 and (b)
record the tax benefit from the deductions related to the discounts.

(7) To (a) record $5,000,000 of debt acquisition costs paid in arranging the
financing which will be amortized on a straight-line basis over the term of
the new debt of 120 months and (b) eliminate the remaining unamortized debt
issuance costs of $446,000 for Bank of Boston term credit facility and
revolving credit facility.

(8) To record $2,645,000 for the purchase of 346,220 shares of Common Stock
from departing officers, directors and employees and 31,540 shares of
Common Stock from employees who are remaining with the Company.

(9) To record the estimated gross proceeds from the Units offered hereby, which
include $640,000 of assumed value of Warrants with the remainder consisting
of the initial accreted value of the Senior Secured Notes. For pro forma
purposes, the Warrants are valued using Black-Scholes methodology with an
assumed annualized volatility of the underlying Common Stock and without
any liquidity discount. No assurance can be given that this valuation is
indicative of the price at which the Warrants may actually trade.

(10) To (a) record repayment of $55,948,000 face value of existing debentures,
(b) record repayment of $16,050,000 of the term credit facility, (c) record
reduction of $5,130,000 of the revolving credit facility, (d) payment of
$1,126,000 of accrued interest and (e) excess proceeds of $4,746,000.

(11) To eliminate in consolidation of the financial statements a $250,000
deposit made for the Acquisition.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company's results of
operations, financial condition and liquidity should be read in conjunction with
the "Selected Consolidated Financial and Other Data," the "Consolidated Pro
Forma Financial and Other Data" and the historical consolidated financial
statements of Empire Gas and the notes thereto included in this Prospectus. Pro
forma results reflect completion of the Transaction and the Offering. The
Company believes that the pro forma results are most indicative of the past
performance of the business of the Company as constituted after the Transaction
and Offering. Historical results and percentage relationships set forth in
"Selected Consolidated Financial Information," "Consolidated Pro Forma Financial
and Other Data" and the financial statements of Empire Gas should not be taken
as indicative of future operations of the Company.

RESULTS OF OPERATIONS

GENERAL

Empire Gas' primary source of revenue is retail propane sales, which
accounted for approximately 91.4% (90.4% on a pro forma basis taking account of
the Transaction) of its revenue in fiscal year 1993. Other sources of revenue
include sales of gas appliances and rental of customer tanks.

The Company's operating revenue is subject to both price and volume
fluctuations. Price fluctuations are generally caused by changes in the
wholesale cost of propane. The Company is not materially affected by these price
fluctuations, inasmuch as it can generally recover any cost increase through a
corresponding increase in retail prices. Consequently, the Company's gross
profit per retail gallon is relatively stable from year to year within each
customer class. Volume fluctuations from year to year are generally caused by
variations in the winter weather from year to year. Because a substantial amount
of the propane sold by the Company to residential and commercial customers is
used for heating, the severity of the weather will affect the volume sold.
Volume fluctuations do materially affect the Company's operations because lower
volume produces less revenue to cover the Company's fixed costs, including any
debt service costs. Because a substantial amount of the propane sold to
residential and commercial customers is used for heating, the Company's business
is seasonal with approximately 60% (62% on a pro forma basis) of Empire Gas'
sales occurring during the five months of November through March.

The Company's expenses consist primarily of cost of products sold, general
and administrative expenses and, to a much lesser extent, depreciation and
amortization and interest expense. Purchases of propane inventory account for
the vast majority of the cost of products sold. Historically, the Company has
purchased approximately 75% of its propane under supply contracts with major oil
companies. The Company purchases propane on the spot market to satisfy its
remaining propane requirements. The typical supply contract is for a one-year
term and requires the Company to purchase propane at the supplier's daily posted
price or at a negotiated discount. The Company believes that it will continue to
purchase inventory in this manner. While the cost of propane may fluctuate
considerably from year to year, as discussed above, these fluctuations do not
generally affect the Company's operating income because of corresponding changes
in the Company's retail price. See "Risk Factors -- Propane Cost Volatility" and
"Risk Factors -- Operating Risks." The Company has not experienced any
difficulty in obtaining propane in recent years and believes that domestic
sources of propane will continue to meet its needs.

The Company's general and administrative expenses consist mainly of salaries
and related employee benefits, vehicle expenses, and insurance.

The Company's interest expense has consisted primarily of interest on its
existing credit facility, 12% Senior Subordinated Debentures, 1998 9%
Subordinated Debentures, and 2007 9% Subordinated Debentures. While the Company
will use a portion of the proceeds of this Offering or the New Credit Facility
to repay all of its existing indebtedness except a portion of its 2007 9%
Subordinated Debentures (see "Use of Proceeds"), the Company's interest expense
will increase substantially as a result of the issuance of the Senior Secured
Notes. Through 1999 a significant portion of the increase will be non-cash
interest expense.

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PRO FORMA OPERATIONS

GENERAL. Operating revenue of the Company on a pro forma basis is less than
actual operating revenue for each period because of a decrease in operating
revenue of approximately $61.1 million for the year ended June 30, 1993 and
$54.6 million for the nine months ended March 31, 1994 from the exclusion of the
sales from the 133 retail service centers that are being transferred in the
Transaction. This decrease will be partially offset by an increase of
approximately $9.6 million for the year ended June 30, 1993 and $9.5 million for
the nine months ended March 31, 1994 from the inclusion of sales from service
centers acquired in the Acquisition. On a pro forma basis, the Company reported
a loss of approximately $2.7 million for the fiscal year ended June 30, 1993 and
income of $2,000 for the nine months ended March 31, 1994. These compare to
income of $2.2 million and $5.8 million for the respective historical periods.
The changes from historical results are caused by an increase in interest
expense after the Transaction and by the fact that the Company will bear all of
the interest expense even though approximately 40% of the Company (based on
retail gallons sold) will be divested in the Transaction.

Changes between actual and pro forma results for most other operating
results (cost of products sold, gross profit, provisions for doubtful accounts
and depreciation and amortization) are roughly equivalent (on a percentage
basis) to changes in operating revenue. Other than for general and
administrative expenses and interest expense (discussed further below), the
Company does not currently foresee any changes in operating results resulting
from the Transaction that are not roughly proportional to changes in operating
revenue resulting from the disposition of centers and the Acquisition.

GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expenses on
a pro forma basis are $15.9 million less for the nine months ended March 31,
1994, and $19.9 million less for the year ended June 30, 1993, than the
respective historical amounts. The reduction represents the elimination of
salaries and related expenses of the departing officers, the termination of
certain agreements between the Company and Mr. Plaster or entities controlled by
him, and the elimination of costs related to service centers that will not be
part of the Company after the Transaction. This reduction will be partially
offset by an increase in costs of $1.9 million and $2.6 million for the nine
months ended March 31, 1994 and the year ended June 30, 1993, respectively,
related to the operations acquired in the Acquisition. The expenses of the
operations acquired in the Acquisition were, however, reduced by approximately
$1.2 million for the fiscal year ended June 30, 1993, reflecting elimination of
the costs of duplicative personnel and certain other items. The Company believes
that it will realize additional reductions in operating expenses (which are not
reflected in the pro forma financial information) through the consolidation of a
number of existing retail service centers.

INTEREST EXPENSE. Pro forma interest expense (plus amortization of debt
discount and expense) was $10.7 million and $14.5 million for the nine months
ended March 31, 1994 and the fiscal year ended June 30, 1993, respectively, an
increase of approximately 36% and 26%, respectively, over the actual amounts.
The overall increase results from a $30.3 million increase in total indebtedness
of the Company offset by a small reduction in the weighted average effective
interest rate from 12.8% (as of March 31, 1994) to 12.2%. The reduction in the
effective interest rate results from the repayment of all of the Company's
currently outstanding debt (other than approximately $12.3 million principal
amount of the 2007 9% Subordinated Indentures) in connection with the Offering,
and the replacement of that indebtedness with the Senior Secured Notes and the
New Credit Facility, which will carry a lower effective interest rate.

INCOME TAXES. The effective rate for pro forma income taxes varies from the
historical rate because of the increase in the nondeductible excess of cost over
fair value of net assets acquired as a result of the Transaction.

NINE MONTHS ENDED MARCH 31, 1994 AND MARCH 31, 1993

OPERATING REVENUE. Operating revenue decreased by approximately $1.2
million, or 1.1%, from $111.3 million for the nine months ended March 31, 1993
to $110.1 million for the nine months ended March 31, 1994. This decrease was
due to a decrease in propane sales of approximately $1.8 million offset by an
increase in parts and appliances sales of approximately $.6 million. The
decrease in propane sales was due to an approximate $.006 decrease in the
average net sales price per gallon combined with a 1% decrease in gallons sold.
The increase in parts and appliance sales was due to increased sales efforts by
the Company.

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<PAGE>
COST OF PRODUCTS SOLD. Cost of products sold decreased by approximately
$2.0 million, or 3.8%, from $52.8 million for the nine months ended March 31,
1993 to $50.8 million for the nine months ended March 31, 1994. This decrease
was due to a decrease of approximately $2.5 million in the cost of propane
offset by an increase of approximately $.5 million in the cost of parts and
appliances. The decrease in the cost of propane was due to a $.016 decrease in
the average net cost per gallon combined with a 1% decrease in gallons sold. The
increase in the cost of parts and appliances was due to the increased sales
activity.

GROSS PROFIT. The Company's gross profit increased by approximately
$800,000 (or 1.4%) from $58.5 million for the nine months ended March 31, 1993
to $59.3 million for the nine months ended March 31, 1994. The Company's gross
profit per gallon increased from $.422 for the nine months ended March 31, 1993
to $.434 for the nine months ended March 31, 1994.

GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expenses for
the nine months ended March 31, 1994, increased approximately $1.1 million due
to increases of $700,000 in insurance and liability claims expense, $500,000 in
salaries and commissions, and $200,000 in payroll taxes and employee benefits.
These increases were offset by decreases of $100,000 each in vehicle fuel and
maintenance, rent and maintenance, and travel and entertainment. The increase in
insurance and liability claims was due primarily to increased claims. The
increase in salaries and commissions was due to normal pay increases combined
with a slight increase in the total number of employees. The increase in payroll
taxes and employee benefits was due to the increase in taxes related to the
increased payroll and the increase in health insurance expenses. The decrease in
vehicle fuel and maintenance was due to reduced vehicle maintenance as a result
of the purchase of new vehicles to replace older vehicles.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization remained
relatively constant, decreasing by approximately $200,000 or 3% from $7.7
million for the nine months ended March 31, 1993 to $7.5 million for the nine
months ended March 31, 1994.

INTEREST EXPENSE. Interest expense and amortization of debt discount and
expense decreased approximately $800,000 or 9%, from $8.7 million for the nine
months ended March 31, 1993 to $7.9 million for the nine months ended March 31,
1994. This decrease was the result of lower interest rates and reduced borrowing
levels as compared to the comparable period for the prior year.

INCOME TAXES. The effective income tax rate for the nine months ended March
31, 1994 was essentially unchanged from the effective rate for the nine months
ended March 31, 1993.

TRANSACTION PROPOSAL COSTS. Transaction proposal costs of $674,000 for the
nine months ended March 31, 1994 consisted of legal and accounting expenses
incurred in connection with a proposed restructuring of the Company's debt and
equity that resulted in the Transaction described herein.

FISCAL YEARS ENDED JUNE 30, 1993 AND JUNE 30, 1992

OPERATING REVENUE. Operating revenue increased $16.3 million, or 14.5%,
from $112.1 million in fiscal year 1992 to $128.4 million in fiscal year 1993.
This increase was the result of a $15.9 million increase in propane sales and
$800,000 increase in sales of parts and gas appliances, offset by a $400,000
decrease in other revenues. The increase in propane sales was caused by a 12.1%
increase in gallons sold and a 2% increase in the average gross sales price per
gallon. The increased volume reflects the results of a winter heating season
that was considered nearly normal based on historical standards as compared to a
warmer winter heating season in fiscal year 1992. There were approximately 12.7%
more weighted average heating degree days in fiscal year 1993 than in fiscal
year 1992. Other revenues decreased by $400,000 primarily due to a decrease in
fixed asset sales.

COST OF PRODUCTS SOLD. Cost of products sold increased $9.2 million, or
18%, from $51.0 million in fiscal year 1992 to $60.2 million in fiscal year
1993. The increase resulted from the 12.1% increase in gallons sold, which
reflects the increase in weighted average heating degree days, and a 4% increase
in the wholesale cost of propane.

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<PAGE>
GROSS PROFIT. The Company's gross profit for the year increased $7.1
million, or 11.6%. The increase was caused by a 14.5% increase in operating
revenue offset by an 18% increase in cost of products sold. The Company's gross
profit per gallon was relatively constant at $.429 in fiscal year 1993 and $.425
in fiscal year 1992.

GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expenses
increased $1.0 million, or 2.5%, from $39.4 million in fiscal year 1992 to $40.4
million in fiscal year 1993. The increase was due primarily to increases of
$800,000 in salaries and commissions and $600,000 in insurance and liability
claims, offset by a decrease of $200,000 in professional fees. The increase in
salaries and commissions reflects an increase in the commissions earned due to
the increased sales activity. The increase in insurance costs is primarily due
to higher worker compensation insurance premiums. The decrease in professional
fees is due to reduced legal fees primarily related to federal income tax
matters that have been settled.

PROVISION FOR DOUBTFUL ACCOUNTS. The provision for doubtful accounts
increased $760,000 from $200,000 in fiscal year 1992 to $960,000 in fiscal year
1993. This increase reflects the adjustment of the Company's annual provision to
a level that the Company believes will be indicative of normal provisions for
future years. The provision for fiscal year 1992 was much lower because the
Company had significantly increased its provision in fiscal year 1991 due to
concerns about the effect of the Persian Gulf crisis and the economy on its
operations. The provision for fiscal year 1991 was more than adequate due, in
part, to certain measures the Company implemented in fiscal year 1992 that
improved the monitoring of its accounts receivable. Accordingly, a relatively
small provision was required for fiscal year 1992. See "Fiscal Years Ended June
30, 1992 and June 30, 1991."

DEPRECIATION AND AMORTIZATION. Depreciation and amortization remained
relatively constant, increasing by $300,000 or 3%, from $10.1 million in 1992 to
$10.4 million in 1993.

INTEREST EXPENSE. Cash interest expense decreased by approximately $900,000
or 8.4%, from $10.7 million in fiscal year 1992 to $9.8 million in fiscal year
1993. This decrease was primarily attributable to lower interest rates in fiscal
year 1993. Amortization of debt discount and expense increased $700,000 or 70%
from $1.0 million in 1992 to $1.7 million in 1993. This increase related to
increased amortization of the discounts on the Company's 1998 9% Subordinated
Debentures, 2007 9% Subordinated Debentures, and 12% Senior Subordinated
Debentures, as well as amortization of expenses related to the Company's
Existing Credit Facility.

RECAPITALIZATION COSTS. During fiscal year 1993, the Company incurred
$200,000 in expenses relating to a proposed recapitalization that the Company
later decided not to pursue.

INCOME TAXES. The effective tax rate for the fiscal year ended June 30,
1993 was 47.8% compared to 24.5% for the fiscal year ended June 30, 1992. The
increase was the result of the Company's reporting an income in the 1993 period
compared to a loss in the 1992 period. The Company had a positive effective tax
rate in 1992 despite its reported loss primarily because of state taxes imposed
on operations that were profitable in individual states and because of the
effective tax resulting from the amortization of the excess of cost over fair
value of assets sold.

FISCAL YEARS ENDED JUNE 30, 1992 AND JUNE 30, 1991

OPERATING REVENUE. Operating revenue decreased $9.7 million, or 8%, from
$121.8 million in 1991 to $112.1 million in 1992. The decrease was the result of
a $10.2 million decrease in propane sales offset by a $500,000 increase in other
revenues. The decrease in retail sales was the result of a 8.8% decrease in the
average gross sales price per gallon offset by a 1% increase in gallons sold.
The decrease in selling price was primarily attributable to the general trend of
a reduction in petroleum prices following the end of the Persian Gulf crisis.
Volume did not fluctuate significantly inasmuch as the weighted average degree
days decreased by less than 1% from fiscal year 1991 to 1992. Other revenues
increased $500,000 primarily due to gains on the sale of surplus real estate.

COST OF PRODUCTS SOLD. Cost of products sold decreased by $9.0 million, or
15%, from $60.0 million in fiscal year 1991 to $51.0 million in fiscal year
1992. The decrease in cost of products sold resulted from a

32
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15.7% decrease in the wholesale cost of propane offset by the 1% increase in
gallons sold. As discussed above, this cost decrease related to the general
trend of a reduction in petroleum prices following the end of the Persian Gulf
crisis.

GROSS PROFIT. The gross profit for the year decreased by $700,000, or 1.1%.
This decrease was caused by the 8% decrease in operating revenue offset by a
decrease of 15% in the cost of products sold. The Company's gross profit per
gallon decreased from $.441 in fiscal year 1991 to $.425 in fiscal year 1992.
The gross profit per gallon in 1991 was abnormally high as a result of the
Persian Gulf war.

GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expenses
decreased $2.1 million, or 5%, from $41.5 million in 1991 to $39.4 million in
1992. The decrease was due to decreases of $800,000 in transportation expense,
$600,000 in insurance and liability claims, $400,000 in rent and maintenance,
and $300,000 in employee benefits. The decrease in transportation expense
primarily reflects the decrease in the cost of propane fuel used in the
transportation equipment. Insurance and liability claims expense decreased due
to a reduction in claims expense as the result of fewer claims. Maintenance
expense decreased primarily due to lower maintenance costs for the underground
storage facility and reduced purchases of paint for painting storage tanks.
Employee benefits decreased due to the reduction of the Company's costs for
employee health insurance claims due to an increase in the premiums charged to
employees which partially offset the cost of providing this insurance.

PROVISION FOR DOUBTFUL ACCOUNTS. The provision for doubtful accounts
decreased $2.6 million, or 92.9%, from $2.8 million in 1991 to $200,000 in 1992.
In fiscal year 1991 the Company reevaluated its reserve for doubtful accounts
and significantly increased its reserve because of concerns about the collection
of accounts due to the increase in retail propane prices caused by the Persian
Gulf Crisis and general concerns about the economy. Historically the Company's
provision had been approximately $1.2 million per year. During fiscal year 1992,
the Company completed the installation of computers in all of its retail service
centers, which enabled it to improve its monitoring of accounts receivable.
Because the Company's collection of accounts receivable relating to fiscal year
1991 was better than anticipated and because the Company improved its collection
process through the installation of the computers, a much smaller provision for
doubtful accounts was required for fiscal year 1992.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased
$500,000, or 5.2%, from $9.6 million in fiscal year 1991 to $10.1 million in
fiscal year 1992. This was primarily attributable to increased capital
expenditures.

INTEREST EXPENSE. Interest expense decreased $1.3 million, or 10.8%, from
$12.0 million in 1991 to $10.7 million in 1992. This decrease was primarily
attributable to decreased borrowing levels and lower interest rates in 1992 as
compared to 1991. Amortization of debt discount and expense increased $110,000
or 12.3% from $890,000 in 1991 to $1.0 million in 1992. This increase relates
primarily to increased amortization of the discounts on the Company's 1998 9%
Subordinated Debentures, 2007 9% Subordinated Debentures, and 12% Senior
Subordinated Debentures.

MERGER PROPOSAL COSTS. During fiscal year 1992, the Company recorded
expenses of $450,000 related to a proposed acquisition of a large competitor.
The Company incurred these costs in performing due diligence related to the
acquisition. The acquisition was later abandoned with the related costs being
expensed.

CRESTED BUTTE LITIGATION EXPENSE. During 1991, the Company incurred
approximately $700,000 in litigation losses related to a matter that was
concluded in fiscal year 1993. No further costs will be incurred.

INCOME TAXES. The effective tax rate for the fiscal year ended June 30,
1992 was approximately 24.5% compared to a tax benefit of 26.1% in the prior
year. Although the Company reported a loss for both periods, the loss was
greater in the fiscal year ended June 30, 1991 and taxes on earnings in
individual states where operations were profitable, plus the effect of
amortization of excess of costs over fair value of net assets acquired, resulted
in a net positive tax rate in the 1992 period.

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LIQUIDITY AND CAPITAL RESOURCES

The Company's liquidity requirements have arisen primarily from funding its
working capital needs, capital expenditures and debt service obligations.
Historically, the Company has met these requirements from cash flow generated by
operations and from borrowings under its revolving credit line.

OPERATING ACTIVITIES. Cash flow provided from operating activities was $6.2
million in fiscal year 1993 as compared to $10.0 million in fiscal year 1992.
Cash flow from operations for fiscal year 1993 does not fully reflect the
beneficial impact that the first nearly normal winter since fiscal year 1988 had
on the Company's operations. As discussed above, the Company's operating revenue
and gross profit increased approximately $16.3 million and $7.1 million,
respectively, due primarily to increased sales of propane as a result of the
increase in weighted average heating degree days for fiscal year 1993. See
"Results of Operations -- Fiscal Years Ended June 30, 1993 and June 30, 1992."
EBITDA also increased, from $21.1 million for fiscal year 1992 to $26.4 million
for fiscal year 1993. Cash flow from operations did not experience a similar
increase due to the following factors: (i) the Company used approximately $2.4
million during fiscal year 1993 for a non-recurring payment of accrued interest
on federal income taxes, (ii) the Company used approximately $3.5 million during
fiscal year 1993 to pay the current year's income taxes, a substantial increase
from the prior year's income tax payment, (iii) the Company used approximately
$1.5 million during fiscal year 1993 to reduce its accounts payables and accrued
expenses, and (iv) accounts receivable at the end of fiscal year 1993 increased
as a result of the increased sales activity.

Cash flow provided from operating activities was $12.3 million for the nine
months ended March 31, 1994, compared to $4.6 million for the same period in
1993. The increase in cash flow resulted primarily from an increase in payables
and a smaller increase in receivables compared to the prior period.

Cash flow of the Company from operating activities on a pro forma basis for
the fiscal year ended June 30, 1993 and for the nine months ended March 31, 1994
is $3.7 million and $4.4 million lower than the respective historical levels as
a result of the disposition of service centers in the Stock Purchase (resulting
in reductions of $3.9 million and $6.5 million for the respective periods),
partially offset by an increase (of $.2 million and $2.1 million in the
respective periods) resulting from operating cash flow contributed by the
centers acquired in the Acquisition. The Company intends to increase its
operating cash flow by reducing operating expenses by consolidating a number of
retail service centers, and by increasing its operating revenue through
acquisitions (including the Acquisition) of retail service centers, development
of new retail service centers, and expansion of the Company's existing
residential customer base. There can be no assurance that the foregoing
increases in cash flow from operations can be realized.

The seasonal nature of the Company's business will require it to rely on
borrowings under the $15.0 million New Credit Facility as well as cash from
operations particularly during the summer and fall months when the Company is
building its inventory in preparation for the winter heating season. While
approximately 62% of the Company's operating revenue (on a pro forma basis) is
earned in the second and third quarters, certain expense items such as general
and administrative expense are recognized on a more annualized basis. Interest
expense also tends to be higher during the summer and fall months because the
Company relies in part on increased borrowings on its revolving credit line to
finance inventory purchases in preparation for the Company's winter heating
season.

CAPITAL EXPENDITURES. The Company's capital expenditures consist of routine
expenditures for existing operations as well as non-recurring expenditures,
purchases of assets for the start-up of new retail service centers, and
acquisition costs (including costs of acquiring retail service centers). Routine
expenditures usually consist of expenditures relating to the Company's bulk
delivery trucks, customer tanks, and costs associated with the installation of
new tanks. The Company believes that capital expenditures will increase as the
Company more actively pursues acquisitions. See "Business -- Business Strategy."

The Company's capital expenditures totalled $4.4 million in fiscal year 1993
and $6.7 million in fiscal year 1992. These capital expenditures were offset by
proceeds from the sale of retail service centers and surplus real estate
totalling $1.1 million in fiscal year 1993 and $3.1 million in fiscal year 1992.
Of these amounts, approximately $2.5 million in fiscal year 1993 and $3.4
million in fiscal year 1992 were for routine

34
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capital expenditures for existing operations. The Company incurred relocation
expenditures of $225,000 in fiscal year 1992, relating to the relocation of the
Company's retail service centers to locations on or near major highways. The
Company incurred nonrecurring expenditures of $336,000 in fiscal year 1993 and
$268,000 in fiscal year 1992. These expenditures related to the development of a
new program to build dispensing stations and expenditures for the jet used by
the Company, which the Company is disposing of in connection with the
Transaction. The Company started 10 new retail service centers in fiscal year
1993, and 11 new retail service centers in fiscal year 1992, incurring costs of
approximately $1.4 million and $2.4 million, respectively. No expenditures were
made for acquisitions during fiscal year 1993, and acquisition costs of
approximately $225,000 were incurred in fiscal year 1992.

The Company believes that capital expenditures for routine expenditures
after the Transaction will be approximately $2.0 million per year, and that
capital expenditures for the start-up of new retail service centers will not
exceed $1.0 million per year. The Company anticipates that capital expenditures
in fiscal year 1994 will be significantly larger than 1993, primarily due to an
increase in acquisition activity. The Company will use approximately $12.0
million of the proceeds of this Offering to fund the majority of the $14.0
million Acquisition purchase price, with approximately $1.5 million being funded
through the Company's New Credit Facility. The remaining $500,000 will be funded
with cash from operations over a five-year period. The Company acquired a
service center in Colorado in March, 1994, at a cost of approximately $473,000,
of which $273,000 was paid in cash, with the remaining amount financed through
the issuance of two five-year notes to the seller, one for $100,000 bearing
interest at 7% and the other for $100,000 bearing no interest. The Company has
entered into an agreement to purchase another service center in Missouri at a
cost of $325,000, of which $210,000 will be paid in cash at closing and the
remaining amount will be financed through the issuance of two ten-year notes to
the seller, one for $90,000 bearing interest at 7% and the other for $25,000
bearing no interest. For future acquisitions, the Company intends to fund
acquisitions with seller financing, to the extent feasible, and with cash from
operations or bank financing. The Company intends to fund its routine capital
expenditures and the purchases of assets for new retail service centers with
cash from operations, borrowings on the New Credit Facility, or other bank
financing. The Company is currently in the process of opening two new service
centers at an expected initial cost of $150,000 each. The Company does not
currently have any material commitments for any capital expenditures other than
the agreements for the pending acquisitions and the new service centers
discussed above. The Company is also exploring the possibility of making
modifications to its underground storage facility, which will require additional
capital expenditures. The Company has not yet determined the amount that it
would need to spend to make such modifications, or whether such modifications
will in fact be made. See "Business -- Propane Operations (Distribution)." Any
acquisitions or purchases of assets will be subject to the restrictions on
investments and debt incurrence contained in the New Credit Facility and the
Indenture as well as the restrictions contained in the Non-Competition
Agreement. See "Financing Activities"; "Description of Senior Secured Notes";
"Description of Other Indebtedness"; "Certain Relationships and Related
Transactions -- The Transaction."

FINANCING ACTIVITIES. During fiscal year 1993, the Company replaced its old
term loan and its Old Working Capital Facility with the Company's current
existing credit facility. The Company also made non-recurring expenditures of
approximately $2.1 million in connection with the termination of two employee
benefit plans.

Upon consummation of the Offering and application of the net proceeds
therefrom, the Company will have substantial debt service obligations. While the
net proceeds will be used to retire all the Company's existing indebtedness and
approximately $13.7 million principal amount 2007 9% Subordinated Debentures,
the Company will carry a significant amount of debt and will be required to use
a substantial portion of its cash flow to make interest payments. On a pro forma
basis, after giving effect to the consummation of this Offering and the
application of the net proceeds therefrom, for the year ended June 30, 1993, the
Company's cash interest expense would have been approximately $8.4 million.
Because the New Credit Facility will bear interest at a floating rate, the
Company's financial condition will be affected by fluctuations in interest
rates. See "Description of Other Indebtedness -- New Credit Facility."

35
<PAGE>
The Company's $15.0 million New Credit Facility will mature on or about
July, 1997, at which time the Company will have to refinance or replace some
portion of the facility and may be required to pay some portion of any
outstanding balance. There can be no assurance that the Company will be able to
refinance or replace the New Credit Facility, or the terms upon which any such
financing may occur. Beginning in fiscal year 1999, the cash interest rate on
the Senior Secured Notes will increase to %. The Company believes cash from
operations will be sufficient to meet the increased interest payments. See "Risk
Factors -- Payment on Indebtedness Prior to Maturity of Senior Secured Notes."

The Company's New Credit Facility and the Indenture will impose restrictions
on the Company's ability to incur additional indebtedness. Such restrictions,
together with the highly leveraged position of the Company, could restrict
corporate activities, including the Company's ability to respond to market
conditions, to provide funds for capital expenditures, to refinance its debt, if
desired, or to take advantage of business opportunities. After consummation of
the Offering, the Company's ability to borrow will be very limited.

The Company believes that based on current levels of operations and assuming
normal winter weather, cash flow from operations together with borrowings under
the New Credit Facility will be adequate to fund the Company's operating needs,
anticipated capital expenditures, and debt service obligations until the New
Credit Facility expires in 1997. The Company believes that earnings before
interest, taxes, depreciation and amortization and operating cash flow will
exceed debt service requirements and that seasonal needs for cash can be met
through borrowings under the New Credit Facility. The Company believes that it
will have sufficient capitalization and cash flow to refinance the New Credit
Facility when it expires, but there can be no assurance of this. In particular,
there can be no assurance that the Company's current level of operations will
continue or that the winter weather in the various regions in which the Company
operates will not be substantially warmer than the historical average of winter
temperatures for these regions. The Company's revenues and operating income
could decrease as a result of substantially abnormal winter weather to a level
that could adversely affect the Company's ability to service its debt from
operations. Furthermore, a substantial increase in interest rates could result
in an increase in interest expense under the New Credit Facility that could
similarly endanger the Company's ability to service its debt. If the Company
were unable to meet its debt service obligations or obtain refinancing or
additional financing, it could be forced to default on its respective debt
obligations and, as an ultimate remedy, seek protection under the federal
bankruptcy laws. See "Risk Factors -- High Leverage and Ability to Service
Debt."

EFFECTS OF INFLATION AND CHANGING PRICES

General inflation does not have a material effect upon Company operations.
Prices of propane will change materially from time to time due to either the
combined or individual effects of weather and available supplies of petroleum
products. Such changes may have differing effects on revenues and costs of
products sold depending upon the inventory levels when such changes occur.
Generally, increases in the cost of propane do not substantially affect the
Company's gross margin, inasmuch as these cost increases are usually recovered
through a corresponding increase in the Company's retail price.

FUTURE CHANGES IN ACCOUNTING PRINCIPLE

Effective July 1, 1993, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
109"). As a result of this change, there was no material effect upon the
Company's financial statements.

SFAS 109 requires recognition of deferred tax liabilities and assets for the
difference between the financial statement and tax basis of assets and
liabilities. Under this new standard, a valuation allowance is established to
reduce deferred tax assets if it is more likely than not that a deferred tax
asset will not be realized.

Prior to fiscal year 1994, deferred taxes were determined using the
Statement of Financial Accounting Standards No. 96.

36
<PAGE>
BUSINESS

GENERAL

The Company will implement a change in ownership and management
contemporaneously with this Offering by repurchasing shares of its common stock
from its controlling shareholder, Mr. Robert W. Plaster, and certain other
departing officers in exchange for all of the shares of common stock of a
subsidiary that owns 133 retail service centers located primarily in the
Southeast. Mr. Paul S. Lindsey, Jr., who has been with the Company for 26 years
and currently serves as the Company's Chief Operating Officer and Vice Chairman
of the Board, will become the Company's controlling shareholder, Chief Executive
Officer, and President. The change in ownership and management will enable the
Company to pursue a growth strategy focussed on acquiring independent propane
operating companies. Contemporaneously with the Offering, the Company will
acquire the assets of PSNC Propane Corporation, a company located in North
Carolina that has six retail service centers and five additional bulk storage
facilities with annual volume of approximately 9.5 million gallons for an
aggregate purchase price of approximately $14.0 million (which includes payment
for inventory and accounts receivable). The Company also recently completed the
acquisition of a retail propane company in Colorado with annual volume of
approximately 700,000 gallons and has entered into a contract to purchase a
retail propane company in Missouri with annual volume of approximately 690,000
gallons.

The Company believes the highly fragmented retail propane market presents
substantial opportunities for growth through consolidation. As of December 31,
1991, there were approximately 8,000 propane retail marketing companies in the
continental United States with approximately 13,500 retail distribution points.
In addition, Empire Gas believes growth can be achieved by the conversion to
propane of homes that currently use either electricity or fuel oil products
because of the price advantage propane has over electricity and because propane
is a cleaner source of energy than fuel oil products. As of December 31, 1990,
there were approximately 23.7 million homes that used electricity for heating,
water heating, cooking and other household purposes, approximately 11.2 million
homes that used fuel oil products, and approximately 5.7 million homes that used
propane for such purposes.

37
<PAGE>
Empire Gas focuses on propane distribution to retail customers, including
residential, commercial, and agricultural users, emphasizing, in particular,
sales to residential customers, a stable segment of the retail propane market
that traditionally has generated higher gross margins per gallon than other
retail segments. Sales to residential customers, giving effect to the
Transaction, accounted for approximately 65.5% of the Company's aggregate
propane sales revenue and 74.3% of its aggregate gross margin from propane sales
in fiscal year 1993.

Empire Gas attracts and retains its residential customers by supplying
storage tanks, by offering superior service and by strategically locating
visible and accessible retail service centers on or near major highways. Empire
Gas focuses its operations on sales to customers to which it also leases tanks,
as sales to this segment of the retail propane market tend to be more stable and
typically provide higher gross margins than sales to customers who own tanks.
After the Transaction, Empire Gas will own approximately 109,000 storage tanks
that it leases to approximately 83% of its customers. Empire Gas' residential
customer base is relatively stable, because (i) fire safety regulations and
state container laws restrict the filling of a leased tank solely to the propane
supplier that leases the tank, (ii) rental agreements for its tanks restrict the
customers from using any other supplier, and (iii) the cost and inconvenience of
switching tanks minimizes a customer's tendency to change suppliers.
Historically, the Company has retained 90% of all its customers from year to
year, with the average customer remaining with Empire Gas for approximately 10
years.

BUSINESS STRATEGY

GROWTH THROUGH ACQUISITION OF RETAIL SERVICE CENTERS. Historically, the
acquisition of other retail service centers has been viewed by the industry as
one of the primary means of growth and much of the Company's growth over the
past thirty years has been attributable to acquisitions. As of December 31,
1991, there were substantially in excess of 8,000 retail marketing companies in
the continental United States with at least 13,500 distribution points. The
Company intends to focus its acquisition efforts on candidates that meet certain
criteria, including minimum cash flow requirements and location in areas of
economic growth or areas in which the Company currently has a market position
which it desires to strengthen.

The Company has not engaged in significant acquisition activity over the
past several years. With the change in ownership and management, the new
management, under the leadership of Mr. Lindsey, will emphasize achieving growth
through acquisitions. The Company has entered into an agreement which provides
that, contemporaneously with this Offering, the Company will complete the
acquisition of the assets of PSNC Propane Corporation, a company that has six
retail service centers with five additional bulk storage facilities located in
North Carolina, an area the Company has targeted because of its high economic
growth. The aggregate purchase price of the Acquisition will be approximately
$14.0 million (which includes payment for inventory and accounts receivable),
which consists of $12.0 million for certain assets, primarily customer and
storage tanks, approximately $1.5 million for accounts receivable and inventory,
and $500,000 for a non-compete agreement with the seller. The Company will fund
$12.0 million of the purchase price with the proceeds of this Offering and will
fund the $1.5 million for the purchase of the accounts receivable and inventory
through the Company's New Credit Facility. The purchase price for the
non-compete agreement will be paid out over five years with cash flow from
operations.

38
<PAGE>
The Acquisition will enable the Company to expand its geographic market, to
increase its high margin residential customer base and to improve its operating
results and cash flow. The Company currently has only limited operations in
North Carolina, and all of the operations to be acquired from PSNC in the
Acquisition are out of the Company's current service territory. Based on the
gallons sold by the acquired operations in 1993, the Company believes this
acquisition will increase its annual propane sales by approximately 9.5 million
gallons, approximately 64% of which will be for sales to residential customers
with generally higher margins than sales to industrial and agricultural
customers. Empire Gas believes it will be able to improve PSNC Propane
Corporation's operating results and cash flow through the integration of its
operations into the Company's operations and the elimination of certain
administrative personnel as well as the elimination of certain other general and
administrative costs. See "Pro Forma Financial and Other Data." There can be no
assurance that the anticipated cash flows will be indicative of the actual cash
flows realized by the Company.

In March of 1994, the Company completed the acquisition of a retail service
center in Colorado with annual propane volume of approximately 700,000 gallons
and in April of 1994 signed a contract for the acquisition of a retail service
center in Missouri with annual propane volume of approximately 690,000 gallons.
The Colorado acquisition was completed at a cost of approximately $473,000, of
which $273,000 was paid in cash, with the remaining amount financed through the
issuance of two five-year notes to the sellers, one for $100,000 bearing
interest at 7% and the other for $100,000 bearing no interest. The Missouri
center will be purchased for a total cost of $325,000, of which $210,000 will be
paid in cash at closing, with the remaining amount financed through the issuance
of two ten-year notes to the seller, one for $90,000 bearing interest at 7% and
the other for $25,000 bearing no interest. The Company does not currently have
any material commitments for any acquisitions other than the agreements for the
pending acquisitions discussed above. The Company will continue to seek
additional opportunities to acquire retail service centers and intends to
finance such acquisitions, to the extent possible, through seller financing. The
Company will also rely on internally generated cash flow and bank financing,
including borrowing under the New Credit Facility, to meet any remaining
financing requirements. See "Risk Factors -- Potential Acquisitions and
Development of New Retail Service Centers." Any acquisitions will be subject to
the restrictions on investments and debt incurrence contained in the New Credit
Facility and the Indenture as well as the restrictions contained in the
Non-Competition Agreement. See "Description of the Senior Secured Notes";
"Description of Other Indebtedness"; "Certain Relationships and Related
Transactions -- The Transaction."

GROWTH THROUGH DEVELOPMENT OF NEW RETAIL SERVICE CENTERS IN NEW
MARKETS. The Company believes opportunities exist to increase the size and
profitability of its operations by starting new retail service centers in new
markets. The Company generally looks for opportunities in areas experiencing
economic growth. Indicators of this growth include the relocation of businesses
to an area or an increase in the population in the area. The Company started
three new retail service centers in fiscal year 1992 that will remain with the
Company after the Transaction (at an aggregate cost of $502,000) and four such
centers in fiscal year 1993 (at an aggregate cost of $453,000), and has started
three new retail service centers to date during fiscal year 1994 (at an
aggregate cost of $75,000 to date).

The Company continues to look for opportunities to purchase land and assets
to start new retail service centers. It is currently in the process of opening
new centers in Toledo, Ohio and Wilkesboro, North Carolina. Although the Company
expects to open additional centers, it has not yet begun opening any additional
centers and there can be no assurance additional centers will be open. Because
minimal capital expenditures (approximately $150,000 per center) are required to
cover first-year start up costs of a new retail service center, the Company
intends to rely primarily on internally generated cash flow to fund this
activity, with any remaining financing needs being met by bank financing. In
addition, the Company currently owns excess propane storage tanks that it will
be able to use to supply storage tanks needed in opening new service centers and
to reduce the cost of starting a new retail service center.

EXPANSION OF THE COMPANY'S EXISTING RESIDENTIAL RETAIL CUSTOMER
BASE. Empire Gas will also look for opportunities to expand its existing
residential customer retail base other than through acquisitions or the
development of new retail service centers. The Company believes there are
several factors that will enable it

39
<PAGE>
to expand its residential customer base including (i) the Company's ability to
supply storage tanks to its customers, (ii) the Company's reputation for quality
service, and (iii) the accessibility and visibility of the Company's retail
service centers, many of which are located on or near highways. The Company's
ability to expand its residential customer base other than through acquisitions
or the development of new retail service centers in new markets may be limited
by the relative stability of this market.

In addition to the foregoing, Empire Gas will look for growth opportunities
including opportunities to expand its commercial customer base and opportunities
presented from developments in the industry, including the potential for the
growth in the use of propane in the alternative motor fuel market or in
cogeneration plants. Any acquisitions or purchases of assets will be subject to
the restrictions on investments and debt incurrence contained in the New Credit
Facility and the Indenture. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital Resources
- -- Financing Activities"; "Description of Senior Secured Notes"; "Description of
Other Indebtedness -- New Credit Facility." Any acquisitions or start-ups of
retail service centers will also be subject to the restrictions in the
Non-Competition Agreement. See "The Transaction" and "Certain Relationships and
Related Transactions."

GEOGRAPHIC RATIONALIZATION AND REDUCTION OF OPERATING EXPENSES. The Company
believes that it can increase the efficiency with which it serves its customers
by consolidating a number of retail service centers, thereby reducing its
operating expenses. The Company has selected 16 service centers (two in
Missouri, six in Oklahoma and the remaining eight in Colorado, California,
Louisiana and Oregon) that can be consolidated into 8 service centers. The
Company consolidated several of these service centers in May of this year and
the remainder will be consolidated in June and July. The Company will continue
to evaluate opportunities to consolidate additional retail outlets. The
consolidation of companies will result in reduced operating expense due to
reduced general and administrative expenses and operating costs without a
corresponding reduction in revenue.

There can be no assurance as to the extent to which the implementation of
the Company's business strategy will contribute to the Company's operating
efficiencies, results of operations, or cash flow. See "Risk Factors --
Potential Acquisitions and Development of New Retail Service Centers."

PROPANE OPERATIONS

Propane is used for residential, commercial, and agricultural purposes.
Residential and commercial uses include heating, cooking, water heating,
refrigeration, clothes drying, and incineration. Commercial uses also include
metal cutting, drying, container pressurization, and charring, as well as use as
a fuel for internal combustion engines. Agricultural uses include brooder
heating, stock tank heating, crop drying, and weed control, as well as use as a
motor fuel for farm equipment and vehicles. Propane is also used for a number of
other purposes.

Sales of propane to residential and commercial customers, which account for
the vast majority of the Company's revenue, have provided a relatively stable
source of revenue for the Company. Sales to residential customers accounted for
65.5% of the Company's propane sales revenue and 74.3% of its gross margin (on a
pro forma basis after giving effect to the Transaction) in fiscal year 1993.
Historically, this market has provided higher margins than other retail propane
sales. Based on fiscal year 1993 propane sales revenue, the remaining customer
base consisted of 22.1% commercial and 12.4% agricultural and other customers.
While commercial propane sales are generally less profitable than residential
retail sales, the Company has traditionally relied on this customer base to
provide a steady, noncyclical source of revenues. No single customer accounts
for more than 2.1% of sales. On a pro forma basis, the Company's operations will
have substantial geographic diversification reducing the potential impact of
fluctuations of weather in a particular region.

40
<PAGE>
The following table sets forth, for the five years ending June 30, 1993,
selected aggregate operating data for the retail service centers of the Company
that will be retained after the Transaction and for the retail service centers
the Company is acquiring in the Acquisition.

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-----------------------------------------------------
1989 1990 1991 1992 1993
--------- --------- --------- --------- ---------
(IN THOUSANDS EXCEPT PERCENTAGES, DEGREE DAYS AND PER
GALLON DATA)
<S> <C> <C> <C> <C> <C>
Operating revenue.......................................... $ 65,469 $ 75,342 $ 75,250 $ 69,216 $ 76,931
Gross profit (1)........................................... $ 36,838 $ 39,455 $ 37,799 $ 38,031 $ 41,243
Retail gallons sold........................................ 87,852 82,180 74,278 76,167 84,840
Weighted average gross profit per gallon................... $ .360 $ .418 $ .441 $ .426 $ .429
Actual weighted average heating degree days (2)............ 8,191 7,872 7,303 7,321 8,265
Deviation from normal weighted average heating degree days
(2)....................................................... 150 (193) (749) (715) 100
Percent deviation from normal average heating degree
days...................................................... 1.9% (2.4%) (9.3%) (8.9%) 1.2%
<FN>
- ---------
(1) Represents operating revenue less the cost of product sold.

(2) Actual weighted average heating degree days represents the average heating
degree days in the Company's market areas for November through March of
each year weighted to reflect the retail gallons sold in each area.
Heating degree days represent the summation of the amount by which a 65
degree Fahrenheit base amount exceeds the mean daily temperature (average
of daily maximum and minimum temperatures) at various locations in the
United States and are calculated by the National Weather Service. Normal
weighted average heating degree days are determined based on a 50-year
moving average. The increase in actual weighted average heating degree
days for fiscal year 1993 was due primarily to a change in the markets in
which the Company did business.
</TABLE>

SOURCES OF SUPPLY. Propane is derived from the refining of crude oil or is
extracted in the processing of natural gas. The Company obtains its supply of
propane primarily from oil refineries and natural gas plants located in the
South, West and Midwest. Most of the Company's propane inventory is purchased
under supply contracts with major oil companies which typically have a one-year
term, at the suppliers' daily posted prices or a negotiated discount. During
fiscal 1993, contract suppliers sold nearly 75% of the propane purchased by the
Company (including the centers that are being transferred in the Transaction),
and the two largest suppliers sold 21.2% and 18.5%, respectively, of the total
volume purchased by Empire Gas. The Company has established relationships with a
number of suppliers over the past few years and believes it would have ample
sources of supply under comparable terms to draw upon to meet its propane
requirements if it were to discontinue purchasing propane from its two largest
suppliers. The Company takes advantage of the spot market as appropriate. The
Company has not experienced a shortage that has prevented it from satisfying its
customer's needs and does not foresee any significant shortage in the supply of
propane.

DISTRIBUTION. The Company purchases propane at refineries, gas processing
plants, underground storage facilities and pipeline terminals and transports the
propane by railroad tank cars and tank trailer trucks to the Company's retail
service centers, each of which has bulk storage capacity ranging from 16,000 to
180,000 gallons. After the Transaction, the Company will have retail service
centers with an aggregate storage capacity of approximately 8.7 million gallons
of propane, and each service center will have equipment for transferring the gas
into and from the bulk storage tanks. The Company operates 15 over-the-road
tractors and 37 transport trailers to deliver propane to its retail service
centers and also relies on common carriers to deliver propane to its retail
service centers. The Company also maintains an underground storage capacity of
approximately 120 million gallons. This facility is not currently being used and
cannot be used until a new disposal well is constructed, and the system is
tested and brought up to industry standards. The Company can meet its storage
needs from existing capacity and third-party sources, but is considering

41
<PAGE>
making the necessary modifications to provide storage that it may use for its
own purposes or lease to third parties. The Company has not yet determined the
amount that it would need to spend to make such modifications, or whether such
modifications will in fact be made.

Deliveries to customers are made by means of 325 bulk delivery tank trucks
owned by the Company. Propane is stored by the customers on their premises in
stationary steel tanks generally ranging in capacity from 25 to 1,000 gallons,
with large users having tanks with a capacity of up to 30,000 gallons.
Approximately 96% of the propane storage tanks used by the Company's residential
and commercial customers are owned by the Company and leased, rented, or loaned
to customers.

PROPANE GAS FROM SOURCE TO CUSTOMER

[GRAPHIC]

OPERATIONS. The Company has organized its operations in a manner that the
Company believes enables it to provide superior service to its customers and to
achieve maximum operating efficiencies. The Company's retail propane
distribution business is organized into eight regions: West Coast (North); West
Coast (South); Colorado; Midwest (North); Midwest (South); Midwest (Central);
North and South Carolina; and Mideast. Each region is supervised by a regional
manager. The regions are grouped into three divisions and the regional managers
report to their respective divisional vice president. Personnel located at the
retail service centers in the various regions are primarily responsible for
customer service and sales.

A number of functions are centralized at the Company's corporate
headquarters in order to achieve certain operating efficiencies as well as to
enable the personnel located in the retail service centers to focus on customer
service and sales. The Company makes centralized purchases of propane through
its corporate headquarters for resale to the retail service centers enabling the
Company to achieve certain advantages, including price advantages, because of
its status as a large volume buyer. The functions of cash management,
accounting, taxes, payroll, permits, licensing, asset control, employee
benefits, human resources, and strategic planning are also performed on a
centralized basis.

The corporate headquarters and the retail service centers are linked via a
computer system. Each of the Company's primary retail service centers is
equipped with a computer that is connected to a central data processing
department in the Company's corporate headquarters. Following the Transaction,
this central data processing department will be owned and operated by Service
Corp, which will be an affiliate of Energy. Service Corp. will provide data
processing and management information services to the Company pursuant to the
Services Agreement. See "Certain Relationships and Related Transactions." This
computer network system provides retail company personnel with accurate and
timely information on pricing, inventory, and customer accounts. In addition,
this system enables management to monitor pricing, sales, delivery and the
general operations of its numerous retail service centers and plan accordingly
to improve the operations of the Company as a whole.

42
<PAGE>
FACTORS INFLUENCING DEMAND. Because a substantial amount of propane is sold
for heating purposes, the severity of winter weather and resulting residential
and commercial heating usage have an important impact on the Company's earnings.
Approximately 62% of the Company's retail propane sales (on a pro forma basis)
usually occur during the five months of November through March. Sales and
profits are subject to variation from month to month and from year to year,
depending on temperature fluctuations. See "Risk Factors -- Weather."

COMPETITION. The Company encounters competition from a number of other
propane distributors in each geographic region in which it operates. The Company
competes with these distributors primarily on the basis of service, stability of
supply, availability of consumer storage equipment, and price. The propane
distribution industry is composed of two types of participants: larger
multi-state marketers, including the Company, and smaller intrastate marketers.
Most of the Company's retail service centers face competition from a number of
other marketers.

Empire Gas also competes with suppliers of other energy sources. The Company
competes with suppliers of electricity for sales to residential and commercial
customers. The Company currently enjoys, and historically has enjoyed, a
competitive advantage because of the higher cost of electricity. Fuel oil does
not present a significant competitive threat in Empire Gas' primary service
areas due to the following factors: (i) propane is a residue-free, cleaner
energy source, (ii) environmental concerns make fuel oil relatively
unattractive, and (iii) fuel oil appliances are not as efficient as propane
appliances.

Empire Gas generally does not attempt to sell propane in areas served by
natural gas distribution systems, except sales for specialized industrial
applications, because the price per equivalent energy unit of propane is, and
has historically been, higher than that of natural gas. To use natural gas,
however, a retail customer must be connected to a distribution system provided
by a local utility. Because of the costs involved in building or connecting to a
natural gas distribution system, natural gas does not create significant
competition for the Company in areas that are not currently served by natural
gas distribution systems. In each of the past five years, the Company has lost
fewer than 0.5% of its customers to natural gas distributors.

The Company's ability to compete through acquisitions will be limited in
certain geographic areas as a result of the Non-Competition Agreement. Subject
to an exception for multi-state acquisitions, the Non-Competition Agreement
restricts the Company from making acquisitions in seven states (Alabama,
Florida, Georgia, Indiana, Kentucky and Tennessee) and certain territories in
three other states (southeastern Missouri, northern Arkansas and an area within
a 50-mile radius of an existing Energy operation in Illinois) for a period of
three years from the date the Stock Purchase Agreement is consummated. The Non-
Competition Agreement also restricts the Company from starting service centers
(other than through acquisitions) in western Virginia and western West Virginia.
The Non-Competition Agreement also requires the Company not to disclose secret
information it may have regarding Energy, not to solicit Energy customers or
employees, and to grant Energy an option to purchase from the Company (on terms
substantially equivalent to the terms on which the Company acquired the
business) any business the Company acquires in violation of the Non-Competition
Agreement. The same restrictions apply to Energy under the Non-Competition
Agreement. See "The Transaction" and "Certain Relationships and Related
Transactions -- The Transaction."

RISKS OF BUSINESS. The Company's propane operations are subject to all the
operating hazards and risks normally incident to handling, storing, and
transporting combustible liquids, such as the risk of personal injury and
property damages caused by accident or fire. The Company's current automobile
liability policy provides coverage for losses of up to $101.0 million with a
$500,000 deductible per occurrence. The Company's general liability policy
provides coverage for losses of up to $101.0 million per occurrence with a
$500,000 deductible per occurrence subject to an aggregate deductible of $1.0
million for any policy period. Current workers compensation coverage also has a
$500,000 deductible per incident. The deductibles mean that the Company is
effectively self-insured for liability up to these deductibles.

REGULATION

The Company's operations are subject to various federal, state, and local
laws governing the transportation, storage and distribution of propane,
occupational health and safety, and other matters. All states in

43
<PAGE>
which the Company operates have adopted fire safety codes that regulate the
storage and distribution of propane. In some states these laws are administered
by state agencies, and in others they are administered on a municipal level.
Certain municipalities prohibit the below ground installation of propane
furnaces and appliances, and certain states are considering the adoption of
similar regulations. The Company cannot predict the extent to which any such
regulations might affect the Company, but does not believe that any such effect
would be material. It is not anticipated that the Company will be required to
expend material amounts by reason of environmental and safety laws and
regulations, but inasmuch as such laws and regulations are constantly being
changed, the Company is unable to predict the ultimate cost to the Company of
complying with environmental and safety laws and regulations.

Empire Gas currently meets and exceeds Federal regulations requiring that
all persons employed in the handling of propane gas be trained in proper
handling and operating procedures. All employees have participated, or will
participate within 90 days of their employment date, in the National Propane Gas
Association's ("NPGA") Certified Employee Training Program. The Company has
established ongoing training programs in all phases of product knowledge and
safety.

EMPLOYEES

As of June 1, 1994, the Company had approximately 1,075 employees, none of
whom was represented by unions. Upon consummation of the Transaction, the
Company will have approximately 600 employees. The Company has never experienced
any significant work stoppage or other significant labor problems and believes
it has good relations with its employees.

LEGAL PROCEEDINGS

The Company and its subsidiaries are defendants in various routine
litigation incident to its business, none of which is expected to have a
material adverse effect on the Company's financial position or results of
operations.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Upon consummation of the Transaction, the directors and executive officers
of the Company will be as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------ --- ---------------------------------------------
<S> <C> <C>
Paul S. Lindsey, Jr. 49 Chairman of the Board, Chief Executive
Officer, and President
Douglas A. Brown 33 Director
Kristin L. Lindsey 46 Director/Vice President
Bruce M. Withers, Jr. 67 Director
Jim J. Shoemake 56 Director
Mark W. Buettner 51 Divisional Vice President
Kenneth J. DePrinzio 46 Divisional Vice President
Robert C. Heagerty 46 Divisional Vice President
James E. Acreman 56 Vice President/Treasurer
Valeria Schall 39 Vice President/Corporate Secretary
Willis D. Green 56 Controller
</TABLE>

The directors will serve for a term ending on the date of the Company's next
annual meeting in October 1994, or until their successors are elected or
qualified. Officers of the Company are elected by the Board of Directors of the
Company and will serve at the discretion of the Board. As required by the
Indenture, immediately following this Offering, an audit committee will be
formed consisting of two independent directors. See "Description of the Senior
Secured Notes -- Covenants."

BOARD OF DIRECTORS

Upon consummation of the Offering, the Company's directors will be as
follows:

44
<PAGE>
PAUL S. LINDSEY, JR. Mr. Lindsey will serve as Chairman of the Board, Chief
Executive Officer, and President of the Company. Mr. Lindsey currently serves as
Vice Chairman of the Board and Chief Operating Officer of the Company, positions
he has held since February 1987 and March 1988, respectively. Mr. Lindsey joined
the Company in 1967 when the company by which he was employed, a subsidiary of
Gulf Oil Company, was acquired by the Company. He has a total of 29 years of
experience in the oil and gas industry, 26 of which are with the Company. After
serving in various administrative positions with the Company, including the
position of Vice President of Finance, Mr. Lindsey assumed responsibility for
operation of the Company's retail service centers and, essentially, all other
operational functions of the Company. Mr. Lindsey has been a Director of the
NPGA, the industry's leading association, since February 1991, and has served on
the Governmental Affairs Committee of the NGPA since May 1987. He was recently
elected to NPGA's executive committee.

DOUGLAS A. BROWN. Mr. Brown will serve as a director of the Company. Since
1989, Mr. Brown has been a member of Holding Capital Group, Inc. an equity
investment group specializing in the acquisition of and investment in privately
held, middle market businesses. Holding Capital Group has performed certain
investment services for Empire Gas. See "Certain Relationships and Related
Transactions."

KRISTIN L. LINDSEY. Mrs. Lindsey will serve as a director and Vice
President of the Company. Mrs. Lindsey is the wife of Paul S. Lindsey, Jr., (see
above). For the past five years, Mrs. Lindsey has been pursuing charitable and
other personal interests. Ms. Lindsey has 11 years of experience in the LP gas
industry, all of these with the Company. Her experience is primarily in the area
of LP gas supply and distribution. In her capacity as Vice President, Mrs.
Lindsey will be involved in the Company's propane supply and distribution
activities.

BRUCE M. WITHERS, JR. Mr. Withers will serve as a director of the Company.
Mr. Withers is Chairman and Chief Executive Officer of Trident NGL Holding,
Inc., a major fully-integrated natural gas liquids company, a position he has
held since August, 1991. For the previous 18 years, Mr. Withers was President of
the Transmission & Processing Division of Mitchell Energy Corporation and, prior
to that, Mr. Withers was associated with Tenneco Oil & Gas.

JIM J. SHOEMAKE. Mr. Shoemake will serve as a Director of the Company. Mr.
Shoemake is lead litigation partner of Guilfoil, Petzall & Shoemake, located in
St. Louis, Missouri, where he has been since 1970. Mr. Shoemake was Assistant
U.S. Attorney of the Eastern District of Missouri from 1967 to 1970 and was with
the U.S. Dept of Justice for one year prior to that time.

EXECUTIVE OFFICERS

Upon consummation of the Transaction, the individuals listed below will
serve as the Company's executive officers. These individuals have an average of
20 years of experience in the LP gas industry and have been with the Company an
average of 12 years.

PAUL S. LINDSEY, JR. Chairman of the Board, Chief Executive Officer and
President. See description under "Board of Directors."

MARK W. BUETTNER. Mr. Buettner will serve the Company as a Divisional Vice
President, a position he has held with the Company since mid-1993. Mr. Buettner
has also held the positions of Regional Vice President and Regional Manager
during his five years with the Company. Mr. Buettner began his career in the LP
gas industry in a family-owned business and has a total of 39 years experience
in the LP gas industry. As Divisional Vice President of the Company, Mr.
Buettner is responsible for the Company's retail operations on the West Coast
and in Arizona, Colorado, and Idaho.

KENNETH J. DEPRINZIO. Mr. DePrinzio will serve the Company as a Divisional
Vice President, a position he has held with the Company since mid-1993. Mr.
DePrinzio joined the Company in May 1992 as a Regional Manager. From 1990 to
1991, Mr. DePrinzio was a Vice President of Star Gas Corporation. For the prior
17 years, Mr. DePrinzio worked with Petrolane, Inc., serving as an Area Vice
President during part of his tenure. From 1991 to 1992, he owned and operated a
restaurant. As Divisional Vice President of the Company, Mr. DePrinzio is
responsible for the Company's retail operations in Michigan, Ohio, South
Carolina, and North Carolina.

45
<PAGE>
ROBERT C. HEAGERTY. Mr. Heagerty will serve the Company as a Divisional
Vice President, a position he has held with the Company since mid-1993. Mr.
Heagerty has also held the positions of Regional Manager and Regional Vice
President during his seven years with the Company. He has 15 years of experience
in the LP gas industry and joined the Company when it acquired D&H Propane. At
the time of the acquisition, Mr. Heagerty was President of D&H Propane. As
Divisional Vice President of the Company, Mr. Heagerty is responsible for the
Company's retail operations in Oklahoma, Kansas, Missouri, Arkansas, Texas,
Louisiana, Iowa, Minnesota, Wisconsin, and Illinois.

JAMES E. ACREMAN. Mr. Acreman will serve the Company as Vice President and
Treasurer. Mr. Acreman has held the position of Senior Vice President of the
Company since 1989. Mr. Acreman has 16 years of experience in the LP gas
industry, all of those with the the Company. During that time he has held the
positions of Regional Vice President, Regional Manager, and Retail Manager. As
Senior Vice President of the Company, Mr. Acreman has been responsible for
various areas including expense control and human resources.

VALERIA SCHALL. Ms. Schall will serve the Company as Vice President,
Corporate Secretary, and Assistant to the Chairman of the Board of Directors.
She has held the position of Vice President of Empire Gas since December 1992,
and those of Corporate Secretary and Assistant to the Vice Chairman of the Board
of Directors since September 1985, and February 1987, respectively. Ms. Schall
has 13 years of experience in the LP gas industry, all of those with the
Company. During that time she has had various administrative and accounting
responsibilities. Ms. Schall is responsible for federal compliance filings,
acquisitions, divestitures, real estate closings, control of certain corporate
assets, internal audit, risk management, and communications with employees
through various corporate handbooks and manuals, and acting as a liaison with
legal counsel.

KRISTIN L. LINDSEY. Director and Vice President. See description under
"Board of Directors."

WILLIS D. GREEN. Mr. Green will serve as Controller of the Company, a
position he has held with the Company since July 1989. Mr. Green has 22 years of
experience in the LP gas industry. He joined the Company in 1979 and during his
tenure has had responsibility for various administrative and accounting
functions. Prior thereto, he was an internal auditor and systems analyst with
Phillips Petroleum Co. for nine years. Mr. Green is a Certified Public
Accountant and is responsible for the corporate financial control of the
Company.

The individuals currently serving as directors and executive officers of
Empire Gas are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------- --- --------------------------------------------------
<S> <C> <C>
Chairman of the Board and Chief Executive
Robert W. Plaster* 63 Officer (1)
Vice Chairman of the Board and Chief Operating
Paul S. Lindsey, Jr. 49 Officer
Stephen R. Plaster* 35 Director and President (2)
Robert L. Wooldridge* 63 Executive Vice President -- Marketing (3)
James E. Acreman 56 Senior Vice President
Valeria Schall 39 Vice President/Corporate Secretary
Willis D. Green 56 Vice President/Controller
<FN>
- ---------
* These individuals will terminate their employment with Empire Gas upon
consummation of the Transaction.

(1) Mr. Plaster has served as the Chairman of the Board and Chief Executive
Officer of the Company since 1963. Mr. Plaster established the Company in
1963 and has been involved in the propane industry since the early 1960s.

(2) Mr. Stephen Plaster has served as a director and President of the Company
since 1988. Prior thereto, Mr. Plaster served the Company in various
positions. Mr. Plaster is the son of Mr. Robert W. Plaster, the Chairman of
the Board, Chief Executive Officer and President of the Company.
</TABLE>

46
<PAGE>
<TABLE>
<S> <C>
(3) Mr. Wooldridge has served the Company as Executive Vice President --
Marketing since April 1992. Prior thereto, he held the position of Senior
Vice President -- Marketing at the Company.
</TABLE>

EXECUTIVE COMPENSATION

The following table provides compensation information for each of the years
ended June 30, 1993, 1992, and 1991 for Empire Gas' Chief Executive Officer and
the four other most highly compensated executive officers of Empire Gas for
services rendered to the Company during each of those years.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------------- ALL
OTHER OTHER
FISCAL ANNUAL COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1) (1) (2)
- --------------------------------------------- ------ ---------- ------- ---------------- ------------
<S> <C> <C> <C> <C> <C>
Robert W. Plaster(3) 1993 $1,000,000 -- $ 100,000(4) $ 1,648
Chief Executive Officer 1992 1,000,000 -- -- --
and Chairman of the Board 1991 947,916 -- -- --
Paul S. Lindsey, Jr. 1993 230,000 $ 5,000 -- 1,648
Chief Operating Officer and 1992 230,000 -- -- --
Vice Chairman of the Board 1991 230,000 -- -- --
Stephen R. Plaster(3) 1993 100,000 50,000 -- 927
President and Director 1992 75,000 50,000 -- --
1991 75,000 50,000 -- --
Robert L. Wooldridge(3) 1993 90,000 69,222 -- 970
Executive Vice President -- 1992 85,000 45,663 -- --
Marketing 1991 85,000 45,000 -- --
James E. Acreman 1993 70,000 34,794 -- 464
Senior Vice President 1992 40,000 22,664 -- --
1991 40,000 27,866 -- --
<FN>
- ---------
(1) In accordance with the transitional provisions applicable to the revised
rules on executive officer and director compensation disclosures adopted by
the Securities and Exchange Commission, amounts of Other Annual
Compensation and All Other Compensation for Empire Gas' 1992 and 1991
fiscal years are excluded.

(2) This amount includes the allocation of a portion of the forfeitures under
the Company's profit sharing plan (the "Profit Sharing Plan") to each of
the named officers in the following amounts: Mr. R. Plaster -- $1,296, Mr.
Lindsey -- $1,296, Mr. S. Plaster -- $198, Mr. Wooldridge -- $207, and Mr.
Acreman -- $99. This amount also includes the allocation of a portion of
the forfeitures under the Company's stock bonus plan (the "Stock Bonus
Plan") to each of the named officers in the following amounts: Mr. R.
Plaster -- $352, Mr. Lindsey -- $352, Mr. S. Plaster -- $729, Mr.
Wooldridge -- $763, and Mr. Acreman -- $365. The Company made no
contributions to either plan in fiscal year 1993. In September 1992, the
Company terminated both plans and filed with the Internal Revenue Service
("IRS") for determination that the plans were qualified at termination. The
IRS issued favorable determination letters for both plans in December 1992.
The Company liquidated the assets of both plans and paid out the plan
accounts to participants on March 31, 1993.

(3) Upon consummation of the Transaction, these individuals will no longer
serve as executive officers of the Company.

(4) Includes $75,000 to meet the requirements for a new car each year for Mr.
Plaster and $25,000 for services provided by the Company, free of charge,
to Empire Ranch, Inc., a corporation wholly owned by Mr. Plaster and
members of his family. These perquisites were provided to Mr. Plaster in
accordance
</TABLE>

47
<PAGE>
<TABLE>
<S> <C>
with the terms of his employment agreement with the Company. See "--
Employment Agreements." This amount does not include amounts paid to a
corporation owned by Mr. Plaster to lease the jet aircraft used by Mr.
Plaster. Nor does it include amounts paid to Empire Ranch, Inc. pursuant to
an agreement between the Company and Empire Ranch, Inc. See "Certain
Relationships and Related Transactions -- Past Transactions and
Relationships."
</TABLE>

EMPLOYMENT AGREEMENTS

Upon consummation of the Transaction, Mr. Lindsey will enter into an
employment agreement with the Company. The agreement will have a five-year term
and will provide for the payment of an annual salary of $350,000 and
reimbursement for reasonable travel and business expenses. The agreement will
require Mr. Lindsey to devote substantially all of his time to the Company's
business.

The Company has an employment agreement with Mr. Robert W. Plaster that will
be terminated, at no cost to the Company, in connection with the Transaction.
The agreement provides for payment of an annual salary of at least $1.0 million,
reimbursement of all expenses incurred pursuant to his employment and certain
fringe benefits, including but not limited to, a new car each year, the
provision of certain services free of charge to Empire Ranch, Inc., a
corporation owned by Mr. Plaster and members of his family, and the use of the
jet aircraft leased by the Company. See "Certain Relationships and Related
Transactions." Under the agreement, if Mr. Plaster dies or becomes permanently
incapacitated during its term, the agreement provides that the Company will make
a one-time payment, in an amount equal to Mr. Plaster's annual salary, to the
Robert W. Plaster Trust established December 31, 1988.

INCENTIVE STOCK OPTION PLAN

Pursuant to the Company's Incentive Stock Option Plan (the "Stock Option
Plan"), the Company grants options to its employees for the purchase of its
Common Stock. Options granted pursuant to the Stock Option Plan are exercisable
at the end of the first month following the date of grant at 6.7% of the total
number of shares subject to options and for each month thereafter, at the rate
of 1.7% of the total number of shares subject to options. The options expire ten
years from their grant. Stock issued under the Plan is subject to restrictions
on transfer including a right of first refusal exercisable by the Company in the
event an employee terminates his employment with the Company or wishes to
transfer his shares. During fiscal year 1993 no options were granted pursuant to
this Plan. Prior to the consummation of the Offering, all of the 129,250
outstanding options, all of which are exercisable, must be exercised. See
"Certain Relationships and Related Transactions."

The following table sets forth certain information concerning options
exercised during fiscal year 1993 and unexercised options held as of that date
by each of the individuals named in the Summary Compensation Table:

AGGREGATED OPTION EXERCISES IN THE FISCAL YEAR ENDED JUNE 30, 1993
AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED JUNE 30, 1993 JUNE 30, 1993(1)
ON VALUE ----------------------------- -----------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- --------- ----------- ---------- ----------------- ---------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Robert W. Plaster.......... -- -- -- -- -- --
Paul S. Lindsey, Jr........ -- -- -- -- -- --
Stephen R. Plaster......... 19,500 $ 112,313 -- -- -- --
Robert L. Wooldridge....... 72,467 479,898 40,000 -- $ 220,000
James E. Acreman........... 13,250 87,755 8,000 -- 44,000 --
<FN>
- ---------
(1) Calculated based on the estimated fair market value of the Company's common
stock at the exercise date or year-end, as the case may be, minus the
exercise price. The Company has estimated the fair market value of the
stock as of these dates to be $7.00, the price per share to be received by
certain officers, directors, and employees in connection with the
Transaction.
</TABLE>

48
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company does not have a compensation committee. Mr. Lindsey, the Vice
Chairman of the Board and Chief Operating Officer of the Company, makes the
initial decision concerning executive compensation for the executive officers of
the Company, other than decisions concerning his own and his wife's
compensation, which are then approved by the Board of Directors of the Company.
Upon consummation of the Transaction, the Company will not have a compensation
committee, and all decisions concerning compensation, other than decisions
concerning his own and his wife's compensation, will be made by Mr. Lindsey,
subject to approval by the Company's Board of Directors. The independent
directors will determine the compensation of Mr. Lindsey and his wife.

DIRECTOR COMPENSATION

The directors of Empire Gas do not receive any compensation for their
services. Directors of a subsidiary of Empire Gas, other than Mr. Lindsey and
Mr. Stephen Plaster, receive an annual fee of $25,000, payable quarterly, for
their services. Following the Transaction, all directors of Empire Gas will
receive an annual fee of $25,000, payable quarterly.

49
<PAGE>
PRINCIPAL SHAREHOLDERS

EMPIRE GAS

The table below sets forth the following information with respect to the
beneficial ownership of Empire Gas as of April 1, 1994, and on a pro forma
basis, upon consummation of the Transaction and this Offering and the
application of net proceeds therefrom, by persons owning more than five percent
of any class, by all directors of the Company, by the individuals named in the
Summary Compensation Table, and by all directors and executive officers of the
Company as a group.

<TABLE>
<CAPTION>
PRO FORMA FOR THE
AS OF APRIL 1, 1994 TRANSACTION
---------------------------- --------------------------
NUMBER OF SHARES NUMBER OF SHARES
NAME OF BENEFICIAL OWNER(1) BENEFICIALLY OWNED PERCENT BENEFICIALLY OWNED PERCENT
- ---------------------------------------- ------------------ -------- --------------------------
<S> <C> <C> <C> <C>
Robert W. Plaster(2).................... 10,974,103 79.3% -- --
Paul S. Lindsey, Jr.(3)................. 1,507,610 10.9 1,507,610 95.5%
Kristin L. Lindsey(3)................... 753,805 5.4 753,805 47.7
Stephen R. Plaster(4)................... 619,888 4.5 -- --
Robert L. Wooldridge(5)................. 260,500 1.9 -- --
James E. Acreman(6)..................... 21,550 .2 17,701 1.1
Douglas A. Brown........................ -- -- -- --
Bruce M. Withers, Jr.................... -- -- -- --
Jim J. Shoemake......................... -- -- -- --
All directors and executive officers as
a group
(3 persons, 8 persons on a pro forma
basis)(7).............................. 13,411,554 96.6 1,554,170 98.4
<FN>
- ---------
(1) The address of each of the beneficial owners is c/o Empire Gas
Corporation, P.O. Box 303, 1700 South Jefferson Street, Lebanon, Missouri
65536.

(2) Prior to the Transaction, Mr. Plaster's shares consist of 10,515,103
shares owned by the Robert W. Plaster Trust established December 13, 1988
and 459,000 shares owned by four trusts for the benefit of three of Mr.
Plaster's daughters, the Tammy Jane Plaster Trust established July 30,
1984, the Dolly Francine Plaster Trust established July 30, 1984, the
Cheryl Jean Plaster Schaefer Trust dated October 30, 1988 and the Cheryl
Jean Plaster Schaefer Trust dated July 30, 1984.

(3) Mr. Lindsey's shares consist of 753,805 shares owned by the Paul S.
Lindsey, Jr. Trust established January 24, 1992 and 753,805 shares owned
by the Kristin L. Lindsey Trust established January 24, 1992. Mr. Lindsey
has the power to vote and to dispose of the shares held in the Kristin L.
Lindsey Trust. Mrs. Lindsey's shares consist of the shares owned by the
Kristin L. Lindsey Trust. Mrs. Lindsey disclaims beneficial ownership of
the shares held by her husband in the Paul S. Lindsey, Jr. Trust.

(4) Mr. Stephen Plaster's shares are owned by the Stephen Robert Plaster Trust
established October 30, 1988 and the Stephen Robert Plaster Trust
established July 30, 1984.

(5) Includes 40,000 shares Mr. Wooldridge may acquire upon exercise of options
that are currently exercisable. Mr. Wooldridge will be required to
exercise these options prior to the Effective Date. See "Management --
Incentive Stock Option Plan."

(6) Includes 8,000 shares Mr. Acreman may acquire upon exercise of options
that are currently exercisable. Mr. Acreman will be required to exercise
these options prior to the Effective Date. See "Management -- Incentive
Stock Option Plan."

(7) The amount shown as of April 1, 1994, includes the shares beneficially
owned by Messrs. R. Plaster, Lindsey, S. Plaster, Wooldridge, and Acreman
as set forth above, and 236,903 shares owned by other executive officers,
including 15,000 shares those officers may acquire upon exercise of
options that are currently exercisable. The options must be exercised
prior to the Effective Date. See "Management --
</TABLE>

50
<PAGE>
<TABLE>
<S> <C>
Incentive Stock Option Plan." The amounts shown immediately after the
Transaction include the shares beneficially owned by Messrs. Lindsey and
Acreman, and Mrs. Lindsey as set forth above, and 28,859 shares owned by
other executive officers.
</TABLE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

THE TRANSACTION

The following will occur in connection with the Transaction:

Pursuant to the terms of the Stock Redemption Agreement, the Company will
repurchase the shares of Common Stock held by Mr. Robert W. Plaster, and trusts
for the benefit of Mr. Plaster, Mr. Stephen Plaster, and certain of their
relatives by exchanging one share of Energy Common Stock for each share of
Common Stock. The Stock Redemption Agreement also obligates the Company to
repurchase the shares of Common Stock held by Mr. Robert L. Wooldridge, an
executive officer of the Company, and Mr. S. A. Spencer, a director of a
subsidiary of the Company. Mr. Wooldridge and Mr. Spencer will receive $7.00 per
share for a portion of their shares of Common Stock and one share of Energy
Common Stock for their remaining shares of Common Stock. The aggregate amount of
shares of Common Stock held by these individuals and the consideration to be
received for the shares is as set forth below:

<TABLE>
<CAPTION>
NUMBER OF SHARES
NUMBER OF SHARES OF ENERGY COMMON
NAME OF COMMON STOCK STOCK CASH
- ---------------------------------- ---------------- ---------------- --------
<S> <C> <C> <C>
Mr. Robert W. Plaster............. 10,974,103(1) 10,974,103 --
Mr. Stephen R. Plaster............ 619,888(2) 619,888 --
Mr. Wooldridge.................... 260,500(3) 163,686 $677,698
Mr. S.A. Spencer.................. 125,000 100,000 175,000
<FN>
- ---------
(1) Includes 459,000 shares held in four trusts for Mr. Plaster's daughters.
(2) These shares are held in two trusts for Mr. S. Plaster.
(3) Includes 40,000 options Mr. Wooldridge is required to exercise prior to
the Effective Date.
</TABLE>

Following the Transaction, Mr. Plaster will be the controlling shareholder of
Energy, which will own approximately 133 retail services centers located in ten
states. See "The Transaction."

Upon consummation of the Transaction, Mr. Plaster will resign from his
positions as Chairman of the Board and as Chief Executive Officer of the Company
and from his positions with the Company's subsidiaries. Messrs. S. Plaster,
Wooldridge, and Spencer will also resign from their positions with the Company
and its subsidiaries. Energy and Messrs. Plaster and S. Plaster have entered
into the Non-Competition Agreement which restricts them and their affiliates
from competing with the Company, Mr. Lindsey and their affiliates in the
territories in which the Company is doing business immediately following the
Stock Purchase. Similarly, Empire Gas, Mr. Lindsey, and their affiliates are
restricted from competing with Energy, Messrs. Plaster and S. Plaster and their
affiliates in seven states and certain areas within five states. The Non-
Competition Agreement is for a term of three years from the Effective Date.
Certain relatives of Mr. Plaster and Mr. Lindsey, and the officers of Energy and
the Company must enter into a substantially similar non-competition agreement.
See "The Transaction."

The Stock Redemption Agreement also provides for: (i) a payment to be made
by either the Company or Energy based on the balance of certain liabilities net
of certain assets as of the Effective Date; (ii) a payment of approximately $4.1
million to be made by the Company to Energy; (iii) an agreement regarding use of
the Empire Gas name and logo; and (iv) the allocation, between the Company and
Energy, of the responsibility for litigation relating to matters or events
occurring prior to the Effective Date (most of which is related to liability
within the Company's deductibles under its insurance policies), and the
responsibility for any costs related to any such litigation. The Company and
Energy have also entered into a tax indemnity agreement allocating liability for
taxes incurred prior to the Transaction.

51
<PAGE>
Pursuant to the terms of the Stock Redemption Agreement, the Company will
repurchase, at face value, $4.7 million principal amount of the Company's 2007
9% Subordinated Debentures from Robert W. Plaster and will purchase, at face
value, $300,000 principal amount of the Company's 2007 9% Subordinated
Debentures from certain departing officers and employees of the Company. See
"Use of Proceeds." The Company is required to redeem approximately $1.37 million
principal amount of the debentures in December of each year through the year
2006. As a result of this transaction and the purchase by the Company of an
additional $8.7 million principal amount of the 2007 9% Subordinated Debentures
from unaffiliated noteholders, the Company will not be required to purchase
additional 2007 9% Subordinated Debentures to meet sinking fund requirements
until after the maturity of the Senior Secured Notes.

ONGOING TRANSACTIONS AND RELATIONSHIPS

The following discussion describes ongoing transactions that will occur in
connection with the Transaction, and existing transactions and relationships
that are expected to continue following the Transaction.

The Company and Empire Service Corp. ("Service Corp."), a wholly owned
subsidiary of Energy that will be controlled by Mr. Robert W. Plaster following
the Transaction, have entered into the Service Agreement pursuant to which
Service Corp. will provide to the Company certain data processing, management
information, receptionist and switchboard services. The Company will perform its
own accounting and bookkeeping functions. The Company shall pay a monthly fee
equal to (i) its proportionate share of the actual costs incurred by Service
Corp. in providing these services to the Company and to Energy, less
approximately $2,500 for services provided to two other entities controlled by
Mr. Plaster, and (ii) the actual cost incurred for certain telephone and postal
costs and for the maintenance contract for the computer terminals used by the
Company in its operations. At any time after June 30, 1998, the Company may
terminate the Service Agreement in the event of a change in its business
circumstances, such as an acquisition. In the event the Service Agreement is
terminated by the Company prior to its expiration date, the Company will
continue to be obligated to pay, for the remainder of the original term, a
monthly payment equal to the amount paid by the Company for the last full month
for which services were rendered. The Service Agreement is for a term expiring
June 30, 2001, subject to earlier termination if the Company's new lease for its
headquarters expires or if there is a change in control of the Company.

The Company leases its headquarters in Lebanon, Missouri from a corporation
controlled by Mr. Robert W. Plaster, under a lease agreement effective June 30,
1991 for an initial term ending June 30, 2001. The Company made annual lease
payments of $200,000 in fiscal years 1991, 1992, and 1993. The Company also paid
the utilities, taxes and maintenance costs during each of those years. This
lease will be terminated and a new lease will become effective upon consummation
of the Transaction. The new lease provides the Company the right to use
approximately 8,020 square feet of office space in the Lebanon location as well
as the use of the parking facilities for a term expiring June 30, 2001. The
Company will pay monthly rent of $6,250 and will be responsible for its
proportionate share of utilities and taxes and for the payment of certain
repairs and maintenance costs. The lease is subject to earlier termination, at
the option of the lessor, in the event of a change in control of the Company. At
any time after June 30, 1998, the Company may terminate the lease in the event
of a change in its business circumstances, such as an acquisition. In the event
the Company terminates the lease prior to its expiration date, the Company will
continue to be obligated to pay, for the remainder of the original term, the
monthly rent payment; provided, however, that the lessor shall use its best
efforts to re-let the premises.

Pursuant to the Aircraft Facility Agreement, the Company leased a jet
aircraft and an airport hangar from a corporation owned by Mr. Robert W. Plaster
during the last quarter of fiscal year 1992 and all of fiscal year 1993. Under
the terms of this agreement, the Company was responsible for direct lease
payments and operating costs, including insurance, of the aircraft and the
hangar. The Company paid direct rent of $25,000 in fiscal year 1992 and $100,000
in fiscal year 1993. The Company also paid operating expenses relating to the
lease of $385,000 in fiscal year 1992 and $276,000 in fiscal year 1993. This jet
had been purchased by Mr. Plaster from the Company on June 30, 1991, when he
exercised an option to purchase the jet at its depreciated net book value of
$32,399, an amount the Company believes was substantially less than its fair
market value at that date. This option had been granted to Mr. Plaster pursuant
to an employment

52
<PAGE>
agreement, negotiated in 1983 between Mr. Plaster and the then-controlling
shareholders of the Company in connection with a leveraged buy-out and merger
involving the Company. In connection with the Transaction, the Aircraft Facility
Agreement will be terminated; however, pursuant to the Stock Redemption
Agreement, the Company may use the hangar, at no cost, for storage and
maintenance of the Company's two turbo prop aircraft for a term that coincides
with the Company's new lease for its headquarters.

Mrs. Kristin L. Lindsey, who beneficially owns approximately 5.4% of the
Company's outstanding common stock and who will become a director of the Company
upon consummation of the Transaction, is the majority stockholder in a company
that supplies paint to the Company. The Company's purchases of paint from this
company totalled $117,000 in fiscal year 1992 and $125,000 in fiscal year 1993.

During fiscal year 1993, the Company received certain financial advisory
services in connection with the negotiation of the existing credit facility from
Mr. Douglas A. Brown and Holding Capital Group, Inc. ("HCGI"), who received
$125,000 as compensation for these services. Mr. Brown, who will become a
director of the Company upon consummation of the Transaction and Mr. S.A.
Spencer, a director of a subsidiary of the Company, are affiliated with HCGI.
Mr. Brown and HCGI have been engaged to provide certain financial advisory
services in connection with the negotiation of the New Credit Facility and the
structuring and execution of this Offering, and will receive $500,000 for these
services.

The Company has entered into an agreement with each of its current
shareholders (all of whom are directors or employees of the Company) providing
that the Company has a right of first refusal with respect to the sale of any
shares by such shareholders. In addition, the Company has the right to purchase
from such shareholders all shares they hold at the time of their termination of
employment with the Company at the then current fair market value of the shares.
The fair market value is determined in the first instance by the Board of
Directors and by an independent appraisal (the cost of which is split between
the Company and the departing shareholder) if the departing shareholder disputes
the board's determination.

PAST TRANSACTIONS AND RELATIONSHIPS

The following discussion describes transactions that have occurred during
the past three fiscal years that are not expected to continue following the
Transaction.

During fiscal years 1991, 1992, and 1993, pursuant to the terms of the Ranch
Agreement, the Company paid $150,000 annually and provided services each year at
a cost of approximately $25,000 to a wildlife preserve owned by Empire Ranch,
Inc. The Company used the facilities at the preserve for meetings with Company
employees and business guests. In connection with the Transaction, the Ranch
Agreement is being terminated.

Mr. Robert W. Plaster and trusts or entities controlled by Mr. Plaster have
provided demand loans to the Company over the past three years. The maximum
amount loaned to the Company during fiscal year 1991, 1992, and 1993 was
$5,928,000, $5,753,000, and $3,000,000, respectively. These loans were fully
repaid by June 30, 1993. The interest rate on these loans was equal to or below
the average rates available to the Company through its bank lines of credit in
effect during each of those years. The Company incurred total interest expense
of $583,000, $315,000, and $200,000 for fiscal years 1991, 1992, and 1993,
respectively.

The Company provides bookkeeping, data processing, and accounting services
to two corporations controlled by Mr. Robert W. Plaster for an annual fee of
$84,000. The Company received an annual fee of $84,000 in fiscal year 1991,
1992, and 1993 for providing these services. Following the Transaction, the
Company will no longer provide these services to the two corporations. See "--
Ongoing Transactions and Relationships"

Mr. Paul W. Zeller, a director of a subsidiary of the Company during fiscal
year 1991 and 1992, was an officer of Reliance Insurance Company, the Company's
lender on its Old Term Loan. The maximum outstanding balance on the Old Term
Loan was $20 million during fiscal year 1991 and $13.25 million during fiscal
year 1992. The Company paid interest of $2.9 million, $2.4 million, and $710,000
on the Old Term Loan during fiscal years 1991, 1992, and 1993, respectively. In
November 1992, the Old Term Loan (which was accruing interest at 14.5% per
annum) was repaid with funds provided by a $13.25 million loan from Mr.

53
<PAGE>
Robert W. Plaster, through the Robert W. Plaster Trust established December 13,
1988. This loan was secured by substantially all of the assets of the Company
and its subsidiaries on a PARI PASSU basis with the Company's Old Working
Capital Facility. The loan bore interest at 10% per annum and was repaid in June
1993 with the proceeds from the Term Loan. The Company incurred interest expense
of $749,000 during fiscal year 1993 for this loan.

DESCRIPTION OF THE UNITS

Each Unit consists of Senior Secured Notes, each such Senior
Secured Note having a principal amount at maturity of $1,000 and
Warrants each to purchase one share of the Company's Common Stock at a price of
$7.00 per share, subject to adjustment. The Senior Secured Notes and the
Warrants will become separately transferable at the close of business on
, 1994 (the "Separation Date"). See "Description of the Senior
Secured Notes" and "Description of the Warrants" for further information
concerning the Senior Secured Notes and Warrants, respectively. In addition, see
"Description of Capital Stock" for additional information relating to the Common
Stock issuable upon exercise of the Warrants.

FORM, DENOMINATION AND REGISTRATION

The Senior Secured Notes will be issued in the form of a fully registered
Global Note (the "Global Note") and the Warrants will be issued in the form of a
fully registered Global Warrant (the "Global Certificate" and together with the
Global Note, the "Global Securities"), each of which will be deposited with, or
on behalf of, The Depository Trust Company (the "Depositary") and registered in
the name of a nominee of the Depositary. The Depositary has provided the Company
and the Underwriter with the information set forth below.

The Depositary will act as securities depositary for the Global Securities.
The Global Securities will be issued as fully-registered securities in the name
of Cede & Co. (the Depositary's partnership nominee).

The Depositary is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. The Depositary holds securities that its participants (the "Participants")
deposit with the Depositary. The Depositary also facilitates the settlement
among Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. The Depositary is owned by a number of its Direct Participants
and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and
the National Association of Securities Dealers, Inc. Access to the Depositary
system is also available to others such as securities brokers and dealers,
banks, and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). The rules applicable to the Depositary and its Participants are
on file with the Commission.

Purchases of Senior Secured Notes or Warrants under the Depositary system
must be made by or through Direct Participants, which will receive a credit for
the Senior Secured Notes or Warrants on the Depositary's records. The ownership
interest of each actual purchaser of each Senior Secured Note or Warrant (the
"Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from the Depositary of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Senior Secured Notes or Warrants are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners.

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<PAGE>
Beneficial Owners will not receive certificates representing their ownership
interests in Senior Secured Notes or Warrants, except in the event that use of
the book-entry system for the Senior Secured Notes or the Warrants is
discontinued.

To facilitate subsequent transfers, all Senior Secured Notes and Warrants
deposited by Participants with the Depositary are registered in the name of the
Depositary's partnership nominee, Cede & Co. The deposit of Senior Secured Notes
or Warrants with the Depositary and their registration in the name of Cede & Co.
effect no change in beneficial ownership. The Depositary has no knowledge of the
actual Beneficial Owners of the Senior Secured Notes or the Warrants. The
Depositary's records reflect only the identity of the Direct Participants to
whose accounts such Senior Secured Notes or Warrants are credited, which may or
may not be the Beneficial Owners. The Participants will remain responsible for
keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by the Depositary to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

Redemption notices shall be sent to Cede & Co. if less than all of the
Senior Secured Notes within an issue are being redeemed. The Depositary's
practice is to determine by lot the amount of the interest of each Direct
Participant in such issue to be redeemed.

Neither the Depositary nor Cede & Co. will consent or vote with respect to
the Senior Secured Notes. Under its usual procedures, the Depositary made an
Omnibus Proxy to the Company as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Senior Secured Notes are credited on the
record date identified in a listing attached to the Omnibus Proxy.

Principal and interest payments on the Senior Secured Notes will be made to
the Depositary. The Depositary's practice is to credit Direct Participants'
accounts on the payment date in accordance with their respective holdings shown
on the Depositary's records unless the Depositary has reason to believe that it
will not receive payment on such date. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such Participant
and not of the Depositary, the Agent, or the Company, subject to any statutory
or regulatory requirements as may be in effect from time to time. Payment of
principal and interest to the Depositary is the responsibility of the Company or
the Agent, disbursement of such payments to Direct Participants shall be the
responsibility of the Depositary, and disbursement of such payments to the
Beneficial Owners shall be the responsibility of Direct and Indirect
Participants.

So long as the Depositary, or its nominee, is the registered owner of the
Global Securities, the Depositary or its nominee, as the case may be, will be
considered the record owner (the "Holder") of the Senior Secured Notes
represented by the Global Note or the Warrants represented by the Global
Certificate, as the case may be, for all purposes under the Indenture governing
such Senior Secured Notes and under the Warrant Agreement governing such
Warrants. Except as set forth below, owners of beneficial interests in such
Global Securities will not be entitled to have Senior Secured Notes represented
by the Global Note or Warrants represented by the Global Certificate registered
in their names, will not receive or be entitled to receive physical delivery of
Senior Secured Notes or Warrants, as the case may be, in definitive form and
will not be considered the owners or Holders thereof under the Indenture or the
Warrant Agreement, as the case may be. Accordingly, each person owning a
beneficial interest in a Global Security must rely on the procedures of the
Depositary and, if such person is not a Participant, those of the Participant
through which such person owns its interests, in order to exercise any rights of
a Holder under the Indenture or the Senior Secured Notes, or the Warrant
Agreement or the Warrant, as the case may be.

The Indenture provides that the Depositary, as a Holder, may appoint agents
and otherwise authorize Participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other

55
<PAGE>
action which a Holder is entitled to give or take under the Indenture or the
Warrant Agreement, including the right to sue for payment of principal or
interest pursuant to Section 316(b) of the Trust Indenture Act of 1939, as
amended. The Company understands that under existing industry practices, when
the Company requests an action of Holders or when a Beneficial Owner desires to
give or take any action which a Holder is entitled to give or take under the
Indenture or the Warrant Agreement, as the case may be, the Depositary generally
will give or take such action, or authorize the relevant Participants to give or
take such action, and such Participants would authorize Beneficial Owners
through such Participants to give or take such action or would otherwise act
upon the instructions of Beneficial Owners owning through them.

The Company has been informed by the Depositary that the Depositary will
assist its Participants and their customers (Beneficial Owners) in taking any
action a Holder is entitled to take under the Indenture or the Warrant
Agreement, as the case may be, or exercise any rights available to Cede & Co.,
as the holder of record of the Senior Secured Notes or the Warrants, as the case
may be, including the right to demand acceleration upon an event of default as
defined under the Indenture or to institute suit for the enforcement of payment
of principal or interest pursuant to Section 316(b) of the Trust Indenture Act
of 1939, as amended. The Depositary has advised the Company that it will act
with respect to such matters upon written instructions from a Participant to
whose account with the Depositary the relevant beneficial ownership in the
Senior Secured Notes or the Warrants is credited. The Company understands that a
Participant will deliver such written instructions to the Depositary upon itself
receiving similar written instructions from either Indirect Participants or
Beneficial Owners, as the case may be. Under Rule 6 of the rules and procedures
filed by the Depositary with the Securities and Exchange Commission pursuant to
Section 17 of the Securities Exchange Act of 1934, as amended, Participants are
required to indemnify the Depositary against all liability the Depositary may
sustain without fault on the part of the Depositary or its nominee, as a result
of any action they may take pursuant to the instructions of the Participant in
exercising any such rights.

The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of such securities in definitive form. Such limits and
such laws may impair the ability to transfer beneficial interests in Global
Securities.

Payments of principal, premium, if any, and interest on Senior Secured Notes
and payments made with respect to the Warrants registered in the name of or held
by the Depositary or its nominee will be made to the Depositary or its nominee,
as the case may be, as the registered owner or the Holder of the Global
Securities representing such Senior Secured Notes or Warrants. Neither the
Company nor the Trustee will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests in a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

If the Depositary is at any time unwilling, unable or ineligible to continue
as depositary, or if the Company determines to discontinue use of the system of
book-entry transfers through the Depositary, and a successor depositary is not
appointed by the Company within sixty days (and with respect to the Senior
Secured Notes, if an Event of Default under the Indenture has occurred and is
continuing), the Company will issue Senior Secured Notes or Warrants in
definitive registered form, in exchange for the Global Security representing
such Senior Secured Notes or Warrants. In addition, the Company may at any time
and in its sole discretion determine not to have any Senior Secured Notes or
Warrants in registered form represented by the Global Securities and, in such
event, will issue Senior Secured Notes or Warrants in definitive registered form
in exchange for the Global Securities representing such Senior Secured Notes or
Warrants. In any such instance, an owner of a beneficial interest in Global
Securities will be entitled to physical delivery in definitive form of Senior
Secured Notes or Warrants represented by such Global Securities equal in
principal amount to such beneficial interest and to have such Senior Secured
Notes or Warrants registered in its name.

The information in this section concerning the Depositary and the
Depositary's book-entry system has been obtained from sources that the Company
and the Underwriter believe to be reliable, but the Company and the Underwriter
take no responsibility for the accuracy thereof.

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<PAGE>
DESCRIPTION OF THE SENIOR SECURED NOTES

GENERAL

The Senior Secured Notes are to be issued under an Indenture (the
"Indenture") to be dated as of , 1994, among the Company, the Subsidiary
Guarantors (as defined herein) and Shawmut Bank Connecticut, National
Association, as trustee (the "Trustee"). A copy of the proposed form of the
Indenture has been filed as an exhibit to the Registration Statement, of which
this Prospectus is a part. See "Available Information."

The following summary of certain provisions of the Indenture and the
Subsidiary Guarantees does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, all the provisions of the Indenture,
including the definitions of certain terms therein.

The Senior Secured Notes will be issued in fully registered form only,
without coupons, in denominations of $1,000 or integral multiples thereof.

The Senior Secured Notes are transferable and exchangeable at the office of
the Registrar. Principal, premium, if any, and interest are payable at the
office of the Paying Agent, but at the option of the Company, interest may be
paid by check mailed to the registered holders at their registered addresses.
The Company has initially appointed the Trustee as the Paying Agent and the
Registrar under the Indenture.

The Company has no sinking fund or mandatory redemption obligations with
respect to the Senior Secured Notes.

The Company is subject to the informational reporting requirements of
Sections 13 and 15(d) under the Exchange Act and, in accordance therewith, will
file certain reports and other information with the Commission. See "Available
Information." In addition, if Sections 13 and 15(d) cease to apply to the
Company, the Company will covenant in the Indenture to file such reports and
information with the Trustee and the Commission, and mail such reports and
information to Noteholders at their registered addresses, for so long as any
Senior Secured Notes remain outstanding.

The Company conducts substantially all of its operations through its
subsidiaries. Creditors of its subsidiaries, including trade creditors, would
have a claim on the subsidiaries' assets that would (except to the extent that
the Subsidiary Guarantees represent direct claims against such subsidiaries) be
prior to the claims of the holders of the Senior Secured Notes. See "Risk
Factors -- Effective Ranking of Senior Secured Notes."

The Senior Secured Notes will be issued in the form of a fully registered
Global Note and will be deposited with, or on behalf of, The Depository Trust
Company and registered in the name of a nominee of the Depositary. Except as set
forth in "Description of the Units -- Form, Denomination and Registration"
above, owners of beneficial interests in such Global Note will not be entitled
to have Senior Secured Notes registered in their names, will not receive or be
entitled to receive physical delivery of Senior Secured Notes in definitive form
and will not be considered the owners or Holders thereof under the Indenture.
See "Description of the Units -- Form, Denomination and Registration." No
service charge will be made for any registration of transfer or exchange of
Senior Secured Notes, but the Company may require payment of a sum sufficient to
cover any transfer tax or other similar governmental charge payable in
connection therewith.

SUBSIDIARY GUARANTEE

The Senior Secured Notes will be unconditionally guaranteed as to the
payment of principal, premium, if any, and interest by the Subsidiary Guarantors
pursuant to the Subsidiary Guarantees. See "-- Certain Definitions -- Subsidiary
Guarantees." The Subsidiary Guarantors constitute all the subsidiaries of the
Company and they are all guaranteeing the Senior Secured Notes on a full,
unconditional and joint and several basis. Accordingly, separate financial
statements of the Subsidiary Guarantee have not been presented.

Upon the redesignation by the Company of a Subsidiary Guarantor from
Restricted Subsidiary to an Unrestricted Subsidiary in compliance with the
provisions of the Indenture, such Subsidiary shall cease to be a Subsidiary
Guarantor and shall be released from all of the obligations of a Subsidiary
Guarantor under its Subsidiary Guarantee.

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<PAGE>
Upon the sale or disposition (by merger or otherwise) of any Subsidiary
Guarantor by the Company or any Subsidiary of the Company to any entity that is
not a Subsidiary of the Company and which sale or disposition is otherwise in
compliance with the terms of the Indenture, each such Subsidiary Guarantor shall
automatically be released from all obligations under its Subsidiary Guarantee,
PROVIDED, that each such Subsidiary Guarantor is sold or disposed of for fair
market value (evidenced by a board resolution and set forth in an Officers'
Certificate delivered to the Trustee).

TERMS OF THE SENIOR SECURED NOTES

The Senior Secured Notes will be senior obligations of the Company. The
Senior Secured Notes will mature on , 2004. Prior to , 1999,
interest will accrue on the Senior Secured Notes from , 1994, or from the
most recent Interest Payment Date to which interest has been paid or provided
for, and will be payable in cash semiannually at the rate of % per annum of
the principal amount at maturity of the Senior Secured Notes (to Holders of
record at the close of business on the or immediately preceding
the Interest Payment Date) on and of each year, commencing
, 1994. In addition, prior to , 1999, original issue discount will
accrete on the Senior Secured Notes such that the yield to maturity will be %
per annum, compounded on the basis of semiannual compounding. From and after
, 1999, interest on the Senior Secured Notes will accrue and be payable
in cash semiannually at the rate of % per annum of the principal amount at
maturity of the Senior Secured Notes (to Holders of record at the close of
business on the or immediately preceding the Interest Payment
Date) on and of each year, commencing , 1999.

For federal income tax purposes, Holders of Senior Secured Notes will be
required to recognize interest income in respect of the Senior Secured Notes in
the form of original issue discount in advance of the receipt of the cash
payments to which such income is attributable. See "Certain Federal Income Tax
Considerations" for information concerning certain federal income tax
considerations associated with the Senior Secured Notes.

OPTIONAL REDEMPTION

Except as set forth in the following paragraph, the Company may not redeem
the Senior Secured Notes prior to , 1999. On and after such date, the
Company may redeem the Senior Secured Notes at any time as a whole, or from time
to time in part, at the following redemption prices (expressed in percentages of
Accreted Value), plus accrued interest to the redemption date, if redeemed
during the 12-month period beginning :

<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE
- ----------------------------------- ----------------
<S> <C>
1999............................... %
2000............................... %
2001 and thereafter................ 100.00 %
</TABLE>

The Company may redeem up to $ million principal amount at maturity (35%)
of Senior Secured Notes with the proceeds of one or more Public Equity Offerings
following which there is a Public Market, at any time as a whole or from time to
time in part, at a redemption price (expressed as a percentage of Accreted
Value), plus accrued interest to the redemption date, of % if redeemed at any
time prior to , 1997.

SELECTION FOR REDEMPTION

In the case of any partial redemption, selection of the Senior Secured Notes
for redemption will be made by the Trustee on a pro rata basis, by lot or by
such other method that complies with applicable legal and securities exchange
requirements, if any, and that the Trustee in its sole discretion shall deem to
be fair and appropriate; provided that no Senior Secured Note of $1,000 in
principal amount at maturity or less shall be redeemed in part. If any Senior
Secured Note is to be redeemed in part only, the notice of redemption relating
to such Senior Secured Note shall state the portion of the principal amount
thereof to be redeemed. A Senior Secured Note in principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Senior Secured Note.

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<PAGE>
RANKING

The Indebtedness evidenced by the Senior Secured Notes constitutes Senior
Indebtedness of the Company and will rank PARI PASSU in right of payment with
all existing and future Senior Indebtedness of the Company, including, without
limitation, amounts due under the New Credit Facility. The Subsidiary Guarantees
constitute senior indebtedness of the respective Subsidiary Guarantors and will
rank PARI PASSU with all existing and future senior indebtedness of the
Subsidiary Guarantors, including, without limitation, guarantees of amounts due
under the New Credit Facility. Any borrowings under the New Credit Facility, but
not the Senior Secured Notes, will be secured by the inventory and accounts
receivable of the Company and its subsidiaries. The Company conducts
substantially all of its operations through its subsidiaries. Claims of
creditors of such subsidiaries, including trade creditors and holders of
indebtedness guaranteed by such subsidiaries, will have priority with respect to
the assets and earnings of such subsidiaries over creditors of the Company,
including holders of Senior Secured Notes (except to the extent that such
creditors hold claims against such subsidiaries, such as guarantees). See "Risk
Factors -- Effective Ranking of Senior Secured Notes."

COLLATERAL AND SECURITY

Pursuant to the Indenture and the Pledge Agreement, the Company will pledge
to the Trustee all shares of Capital Stock of each of its Restricted
Subsidiaries (including, without limitation, PSNC Propane Corporation) and all
other Restricted Subsidiaries of the Company formed or acquired after the date
of the Indenture (such Capital Stock, together with any proceeds therefrom or
replacements therefor pursuant to the terms of the Indenture, being hereafter
referred to as the "Collateral"). The security interest in the Collateral will
be a first priority perfected security interest. However, absent any Default or
Event of Default, the Company will be able to receive dividends and vote, as it
sees fit in its sole discretion, the Capital Stock of the Restricted
Subsidiaries, provided that no vote may be cast, and no consent, waiver or
ratification given or action taken, which would be inconsistent with or violate
any provision of the Indenture or the Senior Secured Notes.

The Indenture will provide that the Collateral may be released from the Lien
thereon (a) upon payment in full of all obligations under the Indenture and the
termination thereof or (b) upon the sale or other disposition of such Collateral
if (i) the Company or a Subsidiary receives consideration at the time of such
sale or other disposition at least equal to the fair market value, as determined
in good faith by the Board of Directors, of the Collateral subject to the sale
or other disposition, (ii) at least 80% of the consideration thereof received by
the Company or a Subsidiary is in the form of Additional Assets or cash or cash
equivalents which cash equivalents are promptly converted into cash by the
Company, and (iii) an amount equal to 100% of the Net Available Cash is applied
by the Company as set forth in the following paragraph. The Net Available Cash
resulting from the sale or other disposition of any Collateral shall, to the
extent permitted by law, be immediately deposited in an account (the "Collateral
Account") subject to a first priority perfected Lien in favor of the Trustee,
and the Company shall cause any non-cash proceeds from such sale or other
disposition (including securities) received by the Company or a Subsidiary to
immediately become subject to a first priority perfected Lien in favor of the
Trustee.

Within 360 days after consummation of any sale or disposition of Collateral,
the Company shall apply 100% of the Net Available Cash resulting from such sale
or disposition to (i) the purchase of Additional Assets (the "Replacement
Assets"), provided, however, that, when acquired, such Replacement Assets are
subject to a first priority perfected Lien in favor of the Trustee, (ii) the
purchase of Senior Secured Notes tendered to the Company for purchase at a price
equal to at least 100% of the Accreted Value thereof, plus accrued interest, if
any, to the date of purchase (which purchase shall be made pursuant to an offer
substantially similar to an Asset Sale Offer to all of the holders of the Senior
Secured Notes), or (iii) the acquisition or formation of a Subsidiary, provided,
however, that, when acquired or formed, the Capital Stock of such Subsidiary is
subject to a first priority perfected Lien in favor of the Trustee; PROVIDED,
that if the Company does not apply such Net Available Cash in accordance with
(i), (ii) or (iii) above, such Net Available Cash shall remain in the Collateral
Account and not be released until the obligations of the Company under the
Indenture and the Senior Secured Notes have been discharged. See "-- Covenants
- -- Sale of Assets." Subject to the proviso in the preceding sentence, amounts in
the Collateral Account shall be

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<PAGE>
released (i) upon the purchase of Additional Assets, (ii) upon the purchase of
Senior Secured Notes pursuant to an clause (ii) above, or (iii) upon the
acquisition or formation of a Subsidiary, all of whose Capital Stock has been
pledged to the Trustee. Any such actions by the Trustee to release the
Collateral must be taken in accordance with the Trust Indenture Act of 1939, as
amended, including Section 314 thereunder.

There can be no assurance that the proceeds of any sale of the Collateral
pursuant to the Indenture following an Event of Default would be sufficient to
satisfy payments due on the Senior Secured Notes. If such proceeds are not
sufficient to repay all such amounts due on the Senior Secured Notes, then
Holders of the Senior Secured Notes (to the extent not repaid from the proceeds
of the sale of the Collateral) would have only an unsecured claim against the
Company's remaining assets. In addition, the ability of the Holders of the
Senior Secured Notes to rely upon the Collateral for fulfillment of the
Company's obligations under the Indenture may be subject to certain bankruptcy
law limitations in the event of a bankruptcy.

CERTAIN DEFINITIONS

Set forth below is a summary of certain defined terms used in the
Indentures.

"ACCRETED VALUE" as of any date (the "specified date") means, with respect
to each $1,000 face amount of Senior Secured Notes, the following amount:

(i) if the specified date is one of the following dates (each an
"accrual date"), the amount set forth opposite such date below:

<TABLE>
<CAPTION>
ACCRETED
ACCRUAL DATE VALUE
- ---------------------- -------------
<S> <C>
, 1994 --
, 1994 --
, 1995 --
, 1995 --
, 1996 --
, 1996 --
, 1997 --
, 1997 --
, 1998 --
, 1998 --
, 1999 1,000.00;
</TABLE>

(ii) if the specified date occurs between two accrual dates, the sum of
(A) the accreted value for the accrual date immediately preceding the
specified date and (B) an amount equal to the product of (i) the accreted
value for the immediately following accrual date less the accreted value for
the immediately preceding accrual date and (ii) a fraction, the numerator of
which is the number of days (not to exceed 180 days) from the immediately
preceding accrual date to the specified date, using a 360-day year of twelve
30-day months, and the denominator of which is 180 (or, if the immediately
following accrual date is , 1999, ); and

(iii) if the specified date occurs after , 1999, $1,000.

"ACQUIRED INDEBTEDNESS" means Indebtedness of a Person existing at the time
at which such Person became a Subsidiary and not incurred in connection with, or
in contemplation of, such Person becoming a Subsidiary. Acquired Indebtedness
shall be deemed to be Incurred on the date the acquired Person becomes a
Subsidiary.

"ACQUISITION INDEBTEDNESS" means Indebtedness of a Restricted Subsidiary
incurred in connection with the acquisition of property or assets related to the
Line of Business which will be owned and used by the Company or a Restricted
Subsidiary, which Indebtedness is without recourse to the Company or any other
Restricted Subsidiary other than the Restricted Subsidiary issuing such
Acquisition Indebtedness.

"ADDITIONAL ASSETS" means (i) any property or assets related to the Line of
Business which will be owned and used by the Company or a Restricted Subsidiary;
(ii) the Capital Stock of a Person that becomes a

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Restricted Subsidiary as a result of the acquisition of such Capital Stock by
the Company or another Restricted Subsidiary or (iii) Capital Stock constituting
a minority interest in any Person that at such time is a Restricted Subsidiary.

"AFFILIATE" of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. For
purposes of the provisions described under "-- Covenants -- Transactions with
Affiliates" and "-- Sales of Assets" only, "Affiliate" shall also mean any
beneficial owner of 5% or more of the total Voting Shares (on a Fully Diluted
Basis) of the Company or of rights or warrants to purchase such stock (whether
or not currently exercisable) and any Person who would be an Affiliate of any
such beneficial owner pursuant to the first sentence hereof. For purposes of the
provision described under "-- Covenants -- Limitation on Restricted Payments"
only, "Affiliate" shall also mean any Person of which the Company owns 5% or
more of any class of Capital Stock or rights to acquire 5% or more or any class
of Capital Stock and any Person who would be an Affiliate of any such Person
pursuant to the first sentence hereof.

"ASSET SALE" means any sale, transfer or other disposition (including by way
of merger, consolidation or sale leaseback transactions, but excluding (except
as provided for in the provisions described in the last paragraph under "--
Covenants -- Sales of Assets") those permitted by the provisions described under
"-- Covenants -- Merger and Consolidation") in one or a series of transactions
by the Company or any Restricted Subsidiary to any Person other than the Company
or any Wholly Owned Subsidiary, of (i) all or any of the Capital Stock of the
Company or any Restricted Subsidiary, (ii) all or substantially all of the
assets of any operating unit, division or line of business of the Company or any
Restricted Subsidiary or (iii) any other property or assets or rights to acquire
property or assets of the Company or any Restricted Subsidiary outside of the
ordinary course of business of the Company or such Restricted Subsidiary.

"ATTRIBUTABLE DEBT" in respect of a Sale/Leaseback Transaction means, as at
the time of determination, the present value (discounted at the interest rate
borne by the Senior Secured Notes, compounded annually) of the total obligations
of the lessee for rental payments during the remaining term of the lease
included in such Sale/Leaseback Transaction (including any period for which such
lease has been extended).

"AVERAGE LIFE" means, as of the date of determination, with respect to any
Indebtedness or Preferred Stock, the quotient obtained by dividing (i) the sum
of the products of (A) the numbers of years from the date of determination to
the dates of each successive scheduled principal payment of such Indebtedness or
scheduled redemption or similar payment with respect to such Indebtedness or
Preferred Stock multiplied by (B) the amount of such payment by (ii) the sum of
all such payments.

"BASIC AGREEMENTS" means (i) the Stock Redemption Agreement, dated May 7,
1994, among the Company, Energy, Mr. Lindsey, Mr. Robert Plaster, and the other
parties named therein; (ii) the Services Agreement between the Company and
Empire Service Corporation entered into pursuant to the Stock Redemption
Agreement; (iii) the Lease Agreement between the Company and Evergreen National
Corporation entered into pursuant to the Stock Redemption Agreement; (iv) and
the Non-Competition Agreement among the Company, Energy, Paul Lindsey, Robert
Plaster and Stephen Plaster entered into pursuant to the Stock Redemption
Agreement.

"BOARD OF DIRECTORS" means the Board of Directors of the Company or any
authorized committee thereof.

"BUSINESS DAY" means each day which is not a Legal Holiday.

"CAPITAL STOCK" means any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation or any and
all equivalent ownership interests in a Person (other than a corporation).

"CAPITALIZED LEASE" means, as applied to any Person, any lease of any
property (whether real, personal or mixed) of which the discounted present value
of the rental obligations of such Person as lessee, in conformity with GAAP, is
required to be capitalized on the balance sheet of such Person; the Stated
Maturity

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thereof shall be the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which the lease may be terminated
by the lessee without payment of a penalty; and "Capitalized Lease Obligations"
means the rental obligations, as aforesaid, under such lease.

"CHANGE OF CONTROL" means the occurrence of any of the following events: (i)
at any time after the occurrence of a Public Market, any "person" (as such term
is used in Sections 13(d) and 14(d) of the Exchange Act), other than the
Management Group or an underwriter engaged in a firm commitment underwriting on
behalf of the Company, is or becomes the beneficial owner (as such term is used
in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of
this clause (i) a person shall be deemed to have "beneficial ownership" of all
shares that such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 30%, of the total Voting Shares of the Company; (ii)
during any period of two consecutive years, individuals who at the beginning of
such period constituted the Board of Directors together with any new directors
whose election by Board of Directors or whose nomination for election by the
stockholders was approved by a vote of 66 2/3% of the directors of the Company
then still in office who were either directors at the beginning of such period
or whose election or nomination for election was previously so approved cease
for any reason to constitute a majority of the Board of Directors, as the case
may be, then in office; (iii) a majority of the Company's and its Restricted
Subsidiaries' assets are sold, leased, exchanged or otherwise transferred to any
Person or group of Persons acting in concert; (iv) the Company is liquidated or
dissolved or adopts a plan of liquidation; (v) prior to the occurrence of a
Public Market, the Management Group ceases in the aggregate to beneficially own,
directly or indirectly, at least 50% in the aggregate of the total Voting Shares
of the Company; or (vi) at any time prior to the occurrence of a Change of
Control pursuant to clauses (i) to (v) of this definition as a result of which a
Change of Control Offer was made, (A) the failure of the Company for a period of
greater than 90 days in any 12 month period to continuously maintain (following
the 6 month anniversary of the Offering) on its Board of Directors at least two
Outside Directors, (B) the failure of the Company for a period of greater than
90 days in any 12 month period to continuously maintain an audit committee of
its Board of Directors consisting solely of Outside Directors or (C) the Board
of Directors consists of greater than seven members; and the Company has agreed
that upon the occurrence of any of the events in this item (vi) the Company
shall notify the Trustee of such occurrence.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMPANY" means the party named as such in the Indenture until a successor
replaces it pursuant to the terms and conditions of the Indenture and thereafter
means the successor.

"CONSOLIDATED COVERAGE RATIO" as of any date of determination means the
ratio of (i) the aggregate amount of EBITDA for the period of the most recent
four consecutive fiscal quarters to (ii) the Consolidated Interest Expense for
such four fiscal quarters; PROVIDED, HOWEVER, that if the Company or any
Restricted Subsidiary has Incurred any Indebtedness since the beginning of such
period that remains outstanding or if the transaction giving rise to the need to
calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or
both, both EBITDA and Consolidated Interest Expense for such period shall be
calculated after giving effect on a pro forma basis to (x) such new Indebtedness
as if such Indebtedness had been Incurred on the first day of such period and
(y) the repayment, redemption, repurchase, defeasance or discharge of any
Indebtedness repaid, redeemed, repurchased, defeased or discharged with the
proceeds of such new Indebtedness as if such repayment, redemption, repurchase,
defeasance or discharge had been made on the first day of such period; PROVIDED,
FURTHER, that if within the period during which EBITDA or Consolidated Interest
Expense is measured, the Company or any of its Restricted Subsidiaries shall
have made any Asset Sales, (x) the EBITDA for such period shall be reduced by an
amount equal to the EBITDA (if positive) directly attributable to the assets or
Capital Stock which are the subject of such Asset Sales for such period, or
increased by an amount equal to the EBITDA (if negative), directly attributable
thereto for such period and (y) the Consolidated Interest Expense for such
period shall be reduced by an amount equal to the Consolidated Interest Expense
directly attributable to any Indebtedness for which neither Company nor any
Restricted Subsidiary shall continue to be liable as a result of any such Asset
Sale or repaid, redeemed, defeased, discharged or otherwise retired in
connection with or with the proceeds of the assets or

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Capital Stock which are the subject of such Asset Sales for such period; and
PROVIDED, FURTHER, that if the Company or any Restricted Subsidiary shall have
made any acquisition of assets or Capital Stock (occurring by merger or
otherwise) since the beginning of such period (including any acquisition of
assets or Capital Stock occurring in connection with a transaction causing a
calculation to be made hereunder) the EBITDA and Consolidated Interest Expense
for such period shall be calculated, after giving pro forma effect thereto (and
without regard to clause (iv) of the definition of "Consolidated Net Income"),
as if such acquisition of assets or Capital Stock took place on the first day of
such period. For all purposes of this definition, if the date of determination
occurs prior to the completion of the first four full fiscal quarters following
the Issue Date, then "EBITDA" and "Consolidated Interest Expense" shall be
calculated after giving effect on a pro forma basis to the Offering as if the
Offering occurred on the first day of the four full fiscal quarters that were
completed preceding such date of determination.

"CONSOLIDATED CURRENT LIABILITIES," as of the date of determination, means
the aggregate amount of liabilities of the Company and its Consolidated
Restricted Subsidiaries which may properly be classified as current liabilities
(including taxes accrued as estimated), after eliminating (i) all inter-company
items between the Company and any Subsidiary and (ii) all current maturities of
long-term Indebtedness, all as determined in accordance with GAAP.

"CONSOLIDATED INCOME TAX EXPENSE" means, for any period, as applied to the
Company, the provision for local, state, federal or foreign income taxes on a
Consolidated basis for such period determined in accordance with GAAP.

"CONSOLIDATED INTEREST EXPENSE" means, for any period, as applied to the
Company, the sum of (a) the total interest expense of the Company and its
Consolidated Restricted Subsidiaries for such period as determined in accordance
with GAAP, including, without limitation, (i) amortization of original issue
discount on any Indebtedness and the interest portion of any deferred payment
obligation, calculated in accordance with the effective interest method of
accounting, and amortization of debt issuance costs (other than issuance costs
with regard to the Offering, the execution of the New Credit Facility and the
related transactions occurring simultaneously therewith), (ii) accrued interest,
(iii) noncash interest payments, (iv) commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance
financing, (v) interest actually paid by the Company or any such Subsidiary
under any guarantee of Indebtedness or other obligation of any other Person and
(vi) net costs associated with Interest Rate Agreements (including amortization
of discounts) and Currency Agreements, plus (b) all but the principal component
of rentals in respect of Capitalized Lease Obligations paid, accrued, or
scheduled to be paid or accrued by the Company or its Consolidated Restricted
Subsidiaries, plus (c) one-third of all Operating Lease Obligations paid,
accrued and/or scheduled to be paid by the Company and its Consolidated
Restricted Subsidiaries, plus (d) amortization of capitalized interest, plus (e)
dividends paid in respect of Preferred Stock of the Company or any Restricted
Subsidiary held by Persons other than the Company or a Wholly Owned Subsidiary,
plus (f) cash contributions to any employee stock ownership plan to the extent
such contributions are used by such employee stock ownership plan to pay
interest or fees to any person (other than the Company or a Restricted
Subsidiary) in connection with loans incurred by such employee stock ownership
plan to purchase Capital Stock of the Company.

"CONSOLIDATED NET INCOME (LOSS)" means, for any period, as applied to the
Company, the Consolidated net income (loss) of the Company and its Consolidated
Restricted Subsidiaries for such period, determined in accordance with GAAP,
adjusted by excluding (without duplication), to the extent included in such net
income (loss), the following: (i) all extraordinary gains or losses; (ii) any
net income of any Person if such Person is not a Restricted Subsidiary, except
that (A) the Company's equity in the net income of any such Person for such
period shall be included in Consolidated Net Income (Loss) up to the aggregate
amount of cash actually distributed by such Person during such period to the
Company or a Restricted Subsidiary as a dividend or other distribution and (B)
the equity of the Company or a Restricted Subsidiary in a net loss of any such
Person for such period shall be included in determining Consolidated Net Income
(Loss); (iii) the net income of any Restricted Subsidiary to the extent that the
declaration or payment of dividends or similar distributions by such Restricted
Subsidiary of such income is not at the time thereof permitted, directly or
indirectly, by operation of the terms of its charter or by-laws or any
agreement, instrument, judgment,

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decree, order, statute, rule or governmental regulation applicable to such
Restricted Subsidiary or its stockholders; (iv) any net income (or loss) of any
Person combined with the Company or any of its Restricted Subsidiaries on a
"pooling of interests" basis attributable to any period prior to the date of
such combination; (v) any gain or loss realized upon the sale or other
disposition of any property, plant or equipment of the Company or its Restricted
Subsidiaries (including pursuant to any sale-and-leaseback arrangement) which is
not sold or otherwise disposed of in the ordinary course of business and any
gain (but not loss) realized upon the sale or other disposition by the Company
or any Restricted Subsidiary of any Capital Stock of any Person; and (vi) the
cumulative effect of a change in accounting principles; and further adjusted by
subtracting from such net income the tax liability of any parent of the Company
to the extent of payments made to such parent by the Company pursuant to any tax
sharing agreement or other arrangement for such period.

"CONSOLIDATED NET TANGIBLE ASSETS" means, as of any date of determination,
as applied to the Company, the total amount of assets (less accumulated
depreciation or amortization, allowances for doubtful receivables, other
applicable reserves and other properly deductible items) which would appear on a
Consolidated balance sheet of the Company and its Consolidated Restricted
Subsidiaries, determined on a Consolidated basis in accordance with GAAP, and
after giving effect to purchase accounting and after deducting therefrom, to the
extent otherwise included, the amounts of: (i) Consolidated Current Liabilities;
(ii) minority interests in Consolidated Subsidiaries held by Persons other than
the Company or a Restricted Subsidiary; (iii) excess of cost over fair value of
assets of businesses acquired, as determined in good faith by the Board of
Directors; (iv) any revaluation or other write-up in value of assets subsequent
to December 31, 1993 as a result of a change in the method of valuation in
accordance with GAAP; (v) unamortized debt discount and expenses and other
unamortized deferred charges, goodwill, patents, trademarks, service marks,
trade names, copyrights, licenses, organization or developmental expenses and
other intangible items; (vi) treasury stock; and (vii) any cash set apart and
held in a sinking or other analogous fund established for the purpose of
redemption or other retirement of Capital Stock to the extent such obligation is
not reflected in Consolidated Current Liabilities.

"CONSOLIDATED NET WORTH" means, at any date of determination, as applied to
the Company, stockholders' equity as set forth on the most recently available
Consolidated balance sheet of the Company and its Consolidated Restricted
Subsidiaries (which shall be as of a date no more than 60 days prior to the date
of such computation), less any amounts attributable to Redeemable Stock or
Exchangeable Stock, the cost of treasury stock and the principal amount of any
promissory notes receivable from the sale of Capital Stock of the Company or any
Subsidiary.

"CONSOLIDATION" means, with respect to any Person, the consolidation of
accounts of such Person and each of its subsidiaries if and to the extent the
accounts of such Person and such subsidiaries are consolidated in accordance
with GAAP. The term "Consolidated" shall have a correlative meaning.

"CURRENCY AGREEMENT" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect the
Company or any Restricted Subsidiary against fluctuations in currency values to
or under which the Company or any Restricted Subsidiary is a party or a
beneficiary on the Issue Date or becomes a party or beneficiary thereafter.

"DEFAULT" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

"DOMESTIC SUBSIDIARY" means a Restricted Subsidiary that is not a Foreign
Subsidiary.

"DEFAULTED INTEREST" means any interest on any Security which is payable,
but is not punctually paid or duly provided for on any Interest Payment Date.

"EBITDA" means, for any period, as applied to the Company, the sum of
Consolidated Net Income (Loss) (but without giving effect to adjustments,
accruals, deductions or entries resulting from purchase accounting,
extraordinary losses or gains and any gains or losses from any Asset Sales),
plus the following to the extent included in calculating Consolidated Net Income
(Loss): (a) Consolidated Income Tax Expense, (b) Consolidated Interest Expense,
(c) depreciation expense, and (d) amortization expense, in each case for

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such period; PROVIDED that, if the Company has any Subsidiary that is not a
Wholly Owned Subsidiary, EBITDA shall be reduced (to the extent not otherwise
reduced by GAAP) by an amount equal to (A) the consolidated net income (loss) of
such Subsidiary (to the extent included in Consolidated Net Income (Loss)
multiplied by (B) the quotient of (1) the number of shares of outstanding common
stock of such Subsidiary not owned on the last day of such period by the Company
or any Wholly Owned Subsidiary of the Company divided by (2) the total number of
shares of outstanding common stock of such Subsidiary on the last day of such
period.

"ENERGY" means Empire Energy Corporation, a Tennessee corporation.

"EXCESS PAYMENTS" means any amounts paid in respect of salary, bonus,
insurance or annuity premiums (other than premiums for "key man" insurance the
sole beneficiary of which is the Company), or other payments or contributions to
any employee benefit, severance, retirement, stock ownership or stock purchase
plan or program or any similar plan or arrangement, to, or for the benefit of, a
Lindsey Entity in excess of the lesser of (A) the aggregate scheduled amounts of
any such payments as set forth in the Employment Agreements between each of Paul
Lindsey and Kristen Lindsey, on the one hand, and the Company on the other hand,
each dated as of , 1994, as they may be amended from time to time, and
(B) an aggregate of $1,000,000.

"EXCHANGEABLE STOCK" means any Capital Stock which by its terms is
exchangeable or convertible at the option of any Person other than the Company
into another security (other than Capital Stock of the Company which is neither
Exchangeable Stock nor Redeemable Stock).

"FOREIGN ASSET SALE" means an Asset Sale in respect of the Capital Stock or
assets of a Foreign Subsidiary or a Restricted Subsidiary of the type described
in Section 936 of the Code to the extent that the proceeds of such Asset Sale
are received by a Person subject in respect of such proceeds to the tax laws of
a jurisdiction other than the United States of America or any State thereof or
the District of Columbia.

"FOREIGN SUBSIDIARY" means a Restricted Subsidiary that is incorporated in a
jurisdiction other than the United States of America or a State thereof or the
District of Columbia.

"FULLY DILUTED BASIS" means after giving effect to the exercise of any
outstanding options, warrants or rights to purchase Voting Shares and the
conversion or exchange of any securities convertible into or exchangeable for
Voting Shares.

"GAAP" means generally accepted accounting principles in the United States
of America as in effect and, to the extent optional, adopted by the Company on
the Issue Date, consistently applied, including, without limitation, those set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board.

"GUARANTEE" means, as applied to any obligation, contingent or otherwise, of
any Person, (i) a guarantee, direct or indirect, in any manner, of any part or
all of such obligation (other than by endorsement of negotiable instruments for
collection in the ordinary course of business) and (ii) an agreement, direct or
indirect, contingent or otherwise, the practical effect of which is to insure in
any way the payment or performance (or payment of damages in the event of
nonperformance) of any part or all of such obligation, including the payment of
amounts drawn down under letters of credit.

"HOLDER" or "SECURITYHOLDER" means the Person in whose name a Senior Secured
Note is registered on the Registrar's books.

"INCUR" means, as applied to any obligation, to create, incur, issue,
assume, guarantee or in any other manner become liable with respect to,
contingently or otherwise, such obligation, and "INCURRED," "INCURRENCE" and
"INCURRING" shall each have a correlative meaning; provided, however, that any
Indebtedness or Capital Stock of a Person existing at the time such Person
becomes (after the Issue Date) a Subsidiary (whether by merger, consolidation,
acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at
the time it becomes a Subsidiary; and PROVIDED, FURTHER, that any amendment,
modification or waiver of any provision of any document pursuant to which
Indebtedness was previously Incurred shall not

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be deemed to be an Incurrence of Indebtedness as long as (i) such amendment,
modification or waiver does not (A) increase the principal or premium thereof or
interest rate thereon, (B) change to an earlier date the Stated Maturity thereof
or the date of any scheduled or required principal payment thereon or the time
or circumstances under which such Indebtedness may or shall be redeemed, (C) if
such Indebtedness is contractually subordinated in right of payment to the
Senior Secured Notes, modify or affect, in any manner adverse to the Holders,
such subordination, (D) if the Company is the obligor thereon, provide that a
Restricted Subsidiary shall be an obligor, or (E) violate, or cause the
Indebtedness to violate, the provisions described under "-- Covenants --
Limitation on Payment Restrictions Affecting Subsidiaries" and "-- Limitation on
Liens" and (ii) such Indebtedness would, after giving effect to such amendment,
modification or waiver as if it were an Incurrence, comply with clause (i) of
the first proviso to the definition of "Refinancing Indebtedness."

"INDEBTEDNESS" of any Person means, without duplication, (i) the principal
of and premium (if any such premium is then due and owing) in respect of (A)
indebtedness of such Person for money borrowed and (B) indebtedness evidenced by
notes, debentures, bonds or other similar instruments for the payment of which
such Person is responsible or liable; (ii) all Capitalized Lease Obligations of
such Person; (iii) all obligations of such Person Incurred as the deferred
purchase price of property, all conditional sale obligations of such Person and
all obligations of such Person under any title retention agreement; (iv) all
obligations of such Person for the reimbursement of any obligor on any letter of
credit, banker's acceptance or similar credit transaction (other than
obligations with respect to letters of credit securing obligations (other than
obligations described in (i) through (iii) above) entered into in the ordinary
course of business of such Person to the extent such letters of credit are not
drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no
later than the tenth Business Day following receipt by such Person of a demand
for reimbursement following payment on the letter of credit); (v) the amount of
all obligations of such Person with respect to the scheduled redemption,
repayment or other repurchase of any Redeemable Stock and, in the case of any
Subsidiary, with respect to any other Preferred Stock (but excluding in each
case any accrued dividends); (vi) all obligations of other Persons and all
dividends of other Persons for the payment of which, in either case, such Person
is responsible or liable, directly or indirectly, as obligor, guarantor or
otherwise, including by means of any guarantee; (vii) all liabilities or other
obligations, contingent or otherwise, purchased, assumed or with respect to
which such Person shall otherwise become liable or responsible in connection
with the purchase, acquisition or assumption of property, services or business
operations to the extent reflected on the balance sheet of such Person in
accordance with GAAP; (viii) contractual obligations to repurchase goods sold or
distributed; (ix) all obligations of such Person in respect of Interest Rate
Agreements and Currency Agreements; and (x) all obligations of the type referred
to in clauses (i) through (ix) of other Persons secured by any Lien on any
property or asset of such Person (whether or not such obligation is assumed by
such Person), the amount of such obligation being deemed to be the lesser of the
value of such property or assets or the amount of the obligation so secured;
PROVIDED, HOWEVER, that Indebtedness shall not include trade accounts payable
arising in the ordinary course of business. The amount of Indebtedness of any
Person at any date shall be, with respect to unconditional obligations, the
outstanding balance at such date of all such obligations as described above and,
with respect to any contingent obligations (other than pursuant to clause (vii)
above, which shall be included to the extent reflected on the balance sheet of
such Person in accordance with GAAP) at such date, the maximum liability
determined by such Person's board of directors, in good faith, as, in light of
the facts and circumstances existing at the time, reasonably likely to be
Incurred upon the occurrence of the contingency giving rise to such obligation.

"INTERCOMPANY NOTES" means the notes issued to the Company by its
Subsidiaries pursuant to the Master Intercompany Note dated as of June __, 1994,
among the Company and each of the Subsidiaries pursuant to which the Company
shall make certain loans to finance the working capital needs of the
Subsidiaries incurred pursuant to the New Credit Facility, or any substantially
similar master intercompany note pursuant to any credit facility Incurred
pursuant to clause (iv) of the second paragraph under "-- Limitation on
Incurrence of Indebtedness" refinancing the New Credit Facility as such
Intercompany Notes may be amended or otherwise modified from time to time.

"INTEREST PAYMENT DATE" means the stated maturity of an installment of
interest on the Senior Secured Notes.

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"INTEREST RATE AGREEMENT" means any interest rate protection agreement,
interest rate future agreement, interest rate option agreement, interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedge agreement or other similar agreement or arrangement designed
to protect against fluctuations in interest rates to or under which the Company
or any of its Restricted Subsidiaries is a party or beneficiary on the Issue
Date or becomes a party or beneficiary thereunder.

"INVESTMENT" means, with respect to any Person, any direct or indirect
advance, loan (other than advances to customers who are not Affiliates in the
ordinary course of business that are recorded as accounts receivable on the
balance sheet of such Person or its Subsidiaries) or other extension of credit
or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of
others), or any other investment in any other Person, or any purchase or
acquisition by such Person of any Capital Stock, bonds, notes, debentures or
other securities or assets issued or owned by any other Person (whether by
merger, consolidation, amalgamation, sale of assets or otherwise). For purposes
of the definition of "Unrestricted Subsidiary" and the provisions set forth
under "-- Covenants -- Limitation on Restricted Payments", (i) "Investment"
shall include the portion (proportionate to the Company's equity interest in
such Subsidiary) of the fair market value of the net assets of any Restricted
Subsidiary at the time that such Restricted Subsidiary is designated an
Unrestricted Subsidiary and shall exclude the fair market value of the net
assets of any Unrestricted Subsidiary at the time that such Unrestricted
Subsidiary is designated a Restricted Subsidiary and (ii) any property
transferred to or from an Unrestricted Subsidiary shall be valued at its fair
market value at the time of such transfer, in each case as determined by the
Board of Directors in good faith.

"ISSUE DATE" means the date on which the Senior Secured Notes are originally
issued under the Indenture.

"LIEN" means any mortgage, lien, pledge, charge, or other security interest
or encumbrance of any kind (including any conditional sale or other title
retention agreement and any lease in the nature thereof).

"LINDSEY ENTITY" means Paul S. Lindsey, Jr., Kristen L. Lindsey, any member
of their family and any Person of which any of the foregoing Persons are
Affiliates.

"LINE OF BUSINESS" means the sale and distribution of propane gas and
operations related thereto.

"MANAGEMENT GROUP" means, collectively, (i) those individuals who
beneficially own, directly or indirectly, Voting Shares of the Company or any
successor thereto immediately following the consummation of the Offering and the
transactions related thereto and are members of management of the Company or any
of its Subsidiaries (or the estate or any beneficiary of any such individual or
any immediate family member of any such individual or any trust established for
the benefit of any such individual or immediate family member).

"NET AVAILABLE CASH" means, with respect to any Asset Sale or Collateral
Sale, the cash or cash equivalent payments received by the Company or a
Subsidiary in connection with such Asset Sale or Collateral Sale (including any
cash received by way of deferred payment of principal pursuant to a note or
installment receivable or otherwise, but only as or when received and also
including the proceeds of other property received when converted to cash or cash
equivalents) net of the sum of, without duplication, (i) all reasonable legal,
title and recording tax expenses, reasonable commissions, and other reasonable
fees and expenses incurred directly relating to such Asset Sale or Collateral
Sale, (ii) provision for all local, state, federal and foreign taxes expected to
be paid (whether or not such taxes are actually be paid or payable) as a
consequence of such Asset Sale or Collateral Sale, without regard to the
consolidated results of the Company and its Subsidiaries, (iii) payments made to
repay Indebtedness which is secured by any assets subject to such Asset Sale or
Collateral Sale in accordance with the terms of any Lien upon or other security
agreement of any kind with respect to such assets, or which must by its terms,
or by applicable law, be repaid out of the proceeds from such Asset Sale or
Collateral Sale, and (iv) reasonable amounts reserved by the Company or any
Subsidiary of the Company receiving proceeds of such Asset Sale or Collateral
Sale against any liabilities associated with such Asset Sale or Collateral Sale,
including without limitation, indemnification obligations, PROVIDED that such
amounts shall not exceed 10% of the payments received by the Company

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or a Subsidiary in connection with such Asset Sale or Collateral Sale, and
PROVIDED FURTHER that such amounts will be applied as described under "--
Covenants -- Sales of Assets" or "Collateral and Security," as the case may be,
no later than the fifth anniversary of such Asset Sale or Collateral Sale if not
previously paid to satisfy such liabilities.

"NET CASH PROCEEDS" means, with respect to any issuance or sale of Capital
Stock by any Person, the cash proceeds to such Person of such issuance or sale
net of attorneys' fees, accountants' fees, underwriters' or placement agents'
fees, discounts or commissions and brokerage, consultancy and other fees
actually incurred by such Person in connection with such issuance or sale and
net of taxes paid or payable by such Person as a result thereof.

"NEW CREDIT FACILITY" means the credit facility provided pursuant to the
credit agreement, dated as of June __, 1994, between the Company and Continental
Bank, N.A.

"NON-CONVERTIBLE CAPITAL STOCK" means, with respect to any corporation, any
Capital Stock of such corporation which is not convertible into another security
other than non-convertible common stock of such corporation; PROVIDED, HOWEVER,
that Non-Convertible Capital Stock shall not include any Redeemable Stock or
Exchangeable Stock.

"OFFERING" means the public offering and sale of the Senior Secured Notes.

"OFFICER" means the Chairman, the President, any Vice President, the Chief
Operating Officer, the Chief Financial Officer, the Treasurer, the Secretary,
any Assistant Treasurer, any Assistant Secretary or the Controller of the
Company.

"OFFICERS' CERTIFICATE" means a certificate signed by two Officers, one of
whom must be the President, the Treasurer or a Vice President of the Company.
Each Officers' Certificate (other than certificates provided pursuant to TIA
Section 314(a)(4)) shall include the statements provided for in TIA Section
314(e).

"OPERATING LEASE OBLIGATIONS" means any obligation of the Company and its
Restricted Subsidiaries on a Consolidated basis incurred or assumed under or in
connection with any lease of real or personal property which, in accordance with
GAAP, is not required to be classified and accounted for as a capital lease.

"OPINION OF COUNSEL" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel, if so acceptable, may be an employee of
or counsel to the Company or the Trustee. Each such Opinion of Counsel shall
include the statements provided for in TIA Section 314(e).

"OUTSIDE DIRECTOR" means any Person who is a member of the Board of
Directors who is not (i) an employee or Affiliate of the Company, any Subsidiary
of the Company or Energy, (ii) an employee or Affiliate of Holding Capital
Group, Inc., (iii) a Plaster Entity or a Lindsey Entity, or (iv) a Person who
has engaged in a transaction with the Company or any Subsidiary of the Company
that would be required to be disclosed under Item 13 of Form 10-K if such Person
were a director of a registrant under the Securities Exchange Act of 1934, as
amended.

"PERSON" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, government
or any agency or political subdivision thereof or any other entity.

"PLASTER ENTITY" means Robert W. Plaster, Stephen R. Plaster, any member of
each of such individual's family, and any Person of which any of the foregoing
Persons are Affiliates.

"PLEDGE AGREEMENT" means that certain Pledge Agreement, dated as of the date
of the Indenture, by the Company in favor of the Trustee, in the form attached
to the Indenture.

"PREFERRED STOCK", as applied to the Capital Stock of any corporation, means
Capital Stock of any class or classes (however designated) which is preferred as
to the payment of dividends, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such corporation, over
shares of Capital Stock of any other class of such corporation.

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"PUBLIC EQUITY OFFERING" means an underwritten primary public offering of
equity securities of the Company pursuant to an effective registration statement
under the Securities Act.

"PUBLIC MARKET" shall be deemed to have occurred if (x) a Public Equity
Offering has been consummated and (y) at least 25% (for purposes of the
definition of "Change of Control") or 20% (for purposes of the provisions
described under "-- Optional Redemption") of the total issued and outstanding
common stock of the Company has been distributed by means of an effective
registration statement under the Securities Act or sales pursuant to Rule 144
under the Securities Act.

"REDEEMABLE STOCK" means any class or series of Capital Stock of any Person
that (a) by its terms, by the terms of any security into which it is convertible
or exchangeable or otherwise is, or upon the happening of an event or passage of
time would be, required to be redeemed (in whole or in part) on or prior to the
first anniversary of the Stated Maturity of the Senior Secured Notes, (b) is
redeemable at the option of the holder thereof at any time on or prior to the
first anniversary of the Stated Maturity of the Senior Secured Notes or (c) is
convertible into or exchangeable for Capital Stock referred to in clause (a) or
clause (b) above or debt securities at any time prior to the first anniversary
of the Stated Maturity of the Senior Secured Notes.

"REFINANCING INDEBTEDNESS" means Indebtedness that refunds, refinances,
replaces, renews, repays or extends (including pursuant to any defeasance or
discharge mechanism) (collectively, "refinances," and "refinanced" shall have a
correlative meaning) any Indebtedness of the Company or a Restricted Subsidiary
existing on the Issue Date or Incurred in compliance with the Indenture
(including Indebtedness of the Company that refinances Indebtedness of any
Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that
refinances Indebtedness of another Restricted Subsidiary) including Indebtedness
that refinances Refinancing Indebtedness; PROVIDED, HOWEVER, that (i) the
Refinancing Indebtedness shall be contractually subordinated in right of payment
to the Senior Secured Notes on terms at least as favorable to the Holders of
Senior Secured Notes as the terms set forth in the form of subordination
provisions attached to the Indenture, (ii) the Refinancing Indebtedness is
scheduled to mature either (a) no earlier than the Indebtedness being refinanced
or (b) after the Stated Maturity of the Senior Secured Notes, (iii) the
Refinancing Indebtedness has an Average Life at the time such Refinancing
Indebtedness is Incurred that is equal to or greater than the Average Life of
the Indebtedness being refinanced and (iv) such Refinancing Indebtedness is in
an aggregate principal amount (or if issued with original issue discount, an
aggregate issue price) that is equal to or less than the aggregate principal
amount (or if issued with original issue discount, the aggregate accreted value)
then outstanding (plus fees and expenses, including any premium and defeasance
costs) under the Indebtedness being refinanced; and PROVIDED, FURTHER, that
Refinancing Indebtedness shall not include (x) Indebtedness of a Subsidiary of
the Company that refinances Indebtedness of the Company or (y) Indebtedness of
the Company or a Restricted Subsidiary that refinances Indebtedness of an
Unrestricted Subsidiary.

"RESTRICTED SUBSIDIARY" means any Subsidiary of the Company that is not
designated an Unrestricted Subsidiary by the Board of Directors.

"SALE/LEASEBACK TRANSACTION" means an arrangement relating to property now
owned or hereafter acquired whereby the Company or a Subsidiary transfers such
property to a Person and leases it back from such Person, other than leases for
a term of not more than 36 months or between the Company and a Wholly Owned
Subsidiary or between Wholly Owned Subsidiaries.

"SEASONAL OVERADVANCE" has the meaning ascribed to it in that certain Credit
Agreement dated as of the date of the Indenture, between the Company and
Continental Bank, N.A., which such Seasonal Overadvance shall not exceed
$3,000,000.

"SECURITIES" means all series of the Senior Secured Notes Due 2004 that are
issued under and pursuant to the terms of the Indenture, as amended or
supplemented from time to time.

"SENIOR INDEBTEDNESS" means (i) all obligations consisting of the principal
of and premium, if any, and accrued and unpaid interest (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company whether or not post-filing interest is
allowed in such proceeding),

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whether existing on the Issue Date or thereafter Incurred, in respect of (A)
Indebtedness of the Company for money borrowed and (B) Indebtedness evidenced by
notes, debentures, bonds or other similar instruments for the payment of which
the Company is responsible or liable; (ii) all Capitalized Lease Obligations of
the Company; (iii) all obligations of the Company (A) for the reimbursement of
any obligor on any letter of credit, banker's acceptance or similar credit
transaction, (B) under Interest Rate Agreements and Currency Agreements entered
into in respect of any obligations described in clauses (i) and (ii) or (C)
issued or assumed as the deferred purchase price of property, and all
conditional sale obligations of the Company and all obligations of the Company
under any title retention agreement; (iv) all guarantees of the Company with
respect to obligations of other persons of the type referred to in clauses (ii)
and (iii) and with respect to the payment of dividends of other Persons; and (v)
all obligations of the Company consisting of modifications, renewals,
extensions, replacements and refundings of any obligations described in clauses
(i), (ii), (iii) or (iv); unless, in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is provided that such
obligations are subordinated in right of payment to the Senior Secured Notes, or
any other Indebtedness or obligation of the Company; PROVIDED, HOWEVER, that
Senior Indebtedness shall not be deemed to include (1) any obligation of the
Company to any Subsidiary, (2) any liability for Federal, state, local or other
taxes or (3) any accounts payable or other liability to trade creditors arising
in the ordinary course of business (including guarantees thereof or instruments
evidencing such liabilities).

"SIGNIFICANT SUBSIDIARY" means any Subsidiary (other than an Unrestricted
Subsidiary) that would be a "Significant Subsidiary" of the Company within the
meaning of Rule 1-02 under Regulations S-X promulgated by the SEC.

"STATED MATURITY" means, with respect to any security, the date specified in
such security as the fixed date on which the principal of such security is due
and payable, including pursuant to any mandatory redemption provision (but
excluding any provision providing for the repurchase of such security at the
option of the holder thereof upon the happening of any contingency).

"SUBORDINATED INDEBTEDNESS" means any Indebtedness of the Company (whether
outstanding on the Issue Date or thereafter Incurred) which is contractually
subordinated or junior in right of payment to the Senior Secured Notes or any
other Indebtedness of the Company.

"SUBSIDIARY" means, as applied to any Person, (i) a corporation at least a
majority of whose Capital Stock with voting power, under ordinary circumstances,
to elect a majority of the Board of Directors of such corporation is at the
time, directly or indirectly, owned or controlled by such Person, by a
Subsidiary or Subsidiaries of such Person, or by such Person and a Subsidiary or
Subsidiaries of such Person or (ii) any other Person (other than a corporation)
in which such Person, a Subsidiary or Subsidiaries of such Person, or such
Person and a Subsidiary or Subsidiaries of such Person, directly or indirectly,
at the date of determination, has at least a majority ownership interest. As of
the date of the Indenture, the Subsidiaries of the Company will include, without
limitation, PSNC Propane Corporation.

"SUBSIDIARY GUARANTEES" means the unconditional guarantees by the respective
Subsidiary Guarantors of the due and punctual payment of principal, premium, if
any, and interest on the Senior Secured Notes when and as the same shall become
due and payable and in the coin or currency in which the same are payable,
whether at Stated Maturity, by declaration of acceleration, call for redemption,
purchase or otherwise.

"SUBSIDIARY GUARANTOR" means each of the Persons listed on Schedule I
attached to the Indenture, each Person that becomes a Restricted Subsidiary of
the Company after the Issue Date and each other Person that becomes a Subsidiary
Guarantor under the Indenture pursuant to which such Person jointly and
severally unconditionally guarantees the Securities on a senior basis.

"UNRELATED BUSINESS" means any business other than the Line of Business.

"UNRESTRICTED SUBSIDIARY" means (i) any Subsidiary that at the time of
determination shall be designated an Unrestricted Subsidiary by the Board of
Directors in the manner provided below and (ii) any subsidiary of an
Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary
(including any newly

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acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless
such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any
property of, the Company or any other Subsidiary that is not a Subsidiary of the
Subsidiary to be so designated; PROVIDED, that either (A) the Subsidiary to be
so designated has total assets of $1,000 or less or (B) if such Subsidiary has
assets greater than $1,000, that such designation would be permitted pursuant to
the provisions under "Covenants -- Limitation on Restricted Payments". The Board
of Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary of the Company; PROVIDED, HOWEVER, that immediately after giving
effect to such designation (x) the Company could Incur $1.00 of additional
Indebtedness pursuant to the first paragraph of "Covenants -- Limitation on
Incurrence of Indebtedness" and (y) no Default or Event of Default shall have
occurred and be continuing. Any such designation by the Board of Directors shall
be evidenced to the respective Trustee by promptly filing with the respective
Trustee a copy of the board resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing provisions.

"U.S. GOVERNMENT OBLIGATIONS" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case under
clauses (i) or (ii) are not callable or redeemable before the maturity thereof.

"VOTING SHARES", with respect to any corporation, means the Capital Stock
having the general voting power under ordinary circumstances to elect at least a
majority of the board of directors of such corporation (irrespective of whether
or not at the time stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).

"WHOLLY OWNED SUBSIDIARY" means a Subsidiary (other than an Unrestricted
Subsidiary) all the Capital Stock of which (other than directors' qualifying
shares) is owned by the Company or another Wholly Owned Subsidiary.

COVENANTS

The Indentures contains covenants including, among others, the following:

LIMITATION ON RESTRICTED PAYMENTS. Under the terms of the Indenture, so
long as any of the Senior Secured Notes are outstanding, the Company shall not,
and shall not permit any Restricted Subsidiary to, directly or indirectly, (i)
declare or pay any dividend on or make any distribution or similar payment of
any sort in respect of its Capital Stock (including any payment in connection
with any merger or consolidation involving the Company) to the direct or
indirect holders of its Capital Stock (other than dividends or distributions
payable solely in its Non-Convertible Capital Stock or rights to acquire its
Non-Convertible Capital Stock and dividends or distributions payable solely to
the Company or a Restricted Subsidiary), (ii) purchase, redeem, defease or
otherwise acquire or retire for value any Capital Stock of the Company or of any
direct or indirect parent of the Company, or, with respect to the Company,
exercise any option to exchange any Capital Stock that by its terms is
exchangeable solely at the option of the Company (other than into Capital Stock
of the Company which is neither Exchangeable Stock nor Redeemable Stock), (iii)
purchase, repurchase, redeem, defease or otherwise acquire or retire for value,
prior to scheduled maturity or scheduled repayment thereof or scheduled sinking
fund payment thereon, any Subordinated Indebtedness (other than the purchase,
repurchase, or other acquisition of Subordinated Indebtedness purchased in
anticipation of satisfying a sinking fund obligation, principal installment or
final maturity, in each case due within one year of the date of acquisition) or
(iv) make any Investment in any Unrestricted Subsidiary or any Affiliate of the
Company other than a Restricted Subsidiary or a Person which will become a
Restricted Subsidiary as a result of any such Investment (each such payment
described in clauses (i)-(iv) of this paragraph, a "Restricted Payment"), unless
at the time of and after giving effect to the proposed Restricted Payment: (1)
no Default or Event of Default shall have occurred and be continuing (or would
result therefrom); (2) the Company would be permitted to Incur an additional $1
of Indebtedness pursuant to the provisions described in the first paragraph
under "-- Limitation on Incurrence of Indebtedness", and

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(3) the aggregate amount of all such Restricted Payments subsequent to the Issue
Date shall not exceed the sum of (A) 50% of aggregate Consolidated Net Income
(or if such Consolidated Net Income is a deficit, minus 100% of such deficit),
and minus 100% of the amount of any write-downs, write-offs, other negative
reevaluations and other negative extraordinary charges not otherwise reflected
in Consolidated Net Income during such period; (B) the aggregate Net Cash
Proceeds received by the Company after the Issue Date from a sale by the Company
of Capital Stock (other than Redeemable Stock or Exchangeable Stock) of the
Company or from the issuance of any options or warrants or other rights to
acquire Capital Stock (other than Redeemable Stock or Exchangeable Stock); (C)
the amount by which the principal amount of Indebtedness of the Company or its
Restricted Subsidiaries is reduced on the Company's Consolidated balance sheet
upon the conversion or exchange (other than by a Subsidiary) subsequent to the
Issue Date of any Indebtedness of the Company or any Restricted Subsidiary
converted or exchanged for Capital Stock (other than Redeemable Stock or
Exchangeable Stock) of the Company (less the amount of any cash, or the value of
any other property, distributed by the Company or any Restricted Subsidiary upon
such conversion or exchange); (D) an amount equal to the net reduction in
Investments in Unrestricted Subsidiaries resulting from payments of interest on
Indebtedness, dividends, repayments of loans or advances, or other transfers of
assets, in each case to the Company or any Restricted Subsidiary from
Unrestricted Subsidiaries, or from redesignations of Unrestricted Subsidiaries
as Restricted Subsidiaries (valued in each case as provided in the definition of
"Investments"), not to exceed in the case of any Unrestricted Subsidiary the
amount of Investments previously made by the Company or any Restricted
Subsidiary in such Unrestricted Subsidiary; and (E) $1,000,000 million, less the
aggregate of all Excess Payments made during such period.

The failure to satisfy the conditions set forth in clauses (2) and (3) of
the first paragraph under "Covenants -- Limitation on Restricted Payments" shall
not prohibit any of the following as long as the condition set forth in clause
(1) of such paragraph is satisfied (except as set forth below): (i) dividends
paid within 60 days after the date of declaration thereof if at such date of
declaration such dividend would have complied with the provisions described in
the first paragraph under "Covenants -- Limitation on Restricted Payments"; (ii)
any purchase, redemption, defeasance, or other acquisition or retirement for
value of Capital Stock or Subordinated Indebtedness of the Company made by
exchange for, or out of the proceeds of the substantially concurrent sale of,
Capital Stock of the Company (other than Redeemable Stock or Exchangeable Stock
and other than stock issued or sold to a Subsidiary or to an employee stock
ownership plan), PROVIDED, HOWEVER, that notwithstanding clause (1) of the
immediately preceding paragraph, the occurrence or existence of a Default or
Event of Default shall not prohibit the making of such purchase, redemption,
defeasance or other acquisition or retirement, and PROVIDED, FURTHER, such
purchase, redemption, defeasance or other acquisition or retirement shall not be
included in the calculation of Restricted Payments made for purposes of clause
(3) of the immediately preceding paragraph and PROVIDED, FURTHER, that the Net
Cash Proceeds from such sale shall be excluded from sub-clause (B) of clause (3)
of the immediately preceding paragraph; (iii) any purchase, redemption,
defeasance or other acquisition or retirement for value of Subordinated
Indebtedness of the Company made by exchange for, or out of the proceeds of the
substantially concurrent Incurrence of for cash (other than to a Subsidiary),
new Indebtedness of the Company, PROVIDED, HOWEVER, that (A) such new
Indebtedness shall be contractually subordinated in right of payment to the
Senior Secured Notes on terms at least as favorable to the Holders of Senior
Secured Notes as the terms set forth in the form of subordination provisions
attached to the Indenture, (B) such new Indebtedness has a Stated Maturity
either (1) no earlier than the Stated Maturity of the Indebtedness redeemed,
repurchased, defeased, acquired or retired or (2) after the Stated Maturity of
the Senior Secured Notes and (C) such Indebtedness has an Average Life equal to
or greater than the Average Life of the Indebtedness redeemed, repurchased,
defeased, acquired or retired, and PROVIDED, FURTHER, that such purchase,
redemption, defeasance or other acquisition or retirement, shall not be included
in the calculation of Restricted Payments made for purposes of clause (3) of the
immediately preceding paragraph; (iv) any purchase, redemption, defeasance or
other acquisition or retirement for value of Subordinated Indebtedness upon a
Change of Control or an Asset Sale to the extent required by the indenture or
other agreement pursuant to which such Subordinated Indebtedness was issued, but
only if the Company (A) in the case of a Change of Control, has made an offer to
repurchase the Senior Secured Notes as described under "-- Covenants -- Change
of Control" or (B) in the case of an Asset Sale, has applied the Net Available
Cash from such Asset Sale in

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accordance with the provisions described under "-- Covenants -- Sales of Assets"
and certain provisions related to the release of collateral, if applicable; (v)
pro rata dividends paid by a Subsidiary with respect to a series or class of its
Capital Stock the majority of which is held by the Company or a Wholly Owned
Subsidiary; (vi) the payment of dividends on the Capital Stock of the Company
following an initial Public Equity Offering of such Capital Stock of up to an
amount per annum of 6% of the Net Cash Proceeds received by the Company in such
Public Equity Offering; (vii) the purchase, redemption, acquisition,
cancellation, or other retirement for value of shares of Capital Stock of the
Company, options on any such shares or related phantom stock, or stock
appreciation rights or similar securities held by officers or employees or
former officers or employees (or their estates or beneficiaries under their
estates), upon the death, disability, retirement or termination of employment of
such employee or former employee, pursuant to the terms of an employee benefit
plan or any other agreement under which such shares of stock or related rights
were issued, provided that the aggregate cash consideration paid, or
distributions made, pursuant to this clause (vii) after the date of the
Indenture does not exceed an aggregate amount of $1,000,000 plus the cash
proceeds received by or contributed to the Company from any reissuance of
Capital Stock by the Company to members of management and employees of the
Company and its Subsidiaries; and (viii) Investments in Unrestricted
Subsidiaries of up to $3,000,000 at any one time outstanding.

LIMITATION ON INCURRENCE OF INDEBTEDNESS. Under the terms of the Indenture,
the Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, Incur any Indebtedness, except that the Company may
Incur Indebtedness if, after giving effect thereto, the Consolidated Coverage
Ratio would be greater than 1.75:1, if such Incurrence takes place on or prior
to , 1998, or 2.0:1, if such Incurrence takes place thereafter.

The foregoing provision will not limit the ability of the Company or any
Restricted Subsidiary to Incur the following Indebtedness: (i) Refinancing
Indebtedness (except with respect to Indebtedness referred to in clause (ii),
(iii) or (iv) below); (ii) Acquisition Indebtedness at any one time outstanding
in an aggregate principal amount not to exceed $15,000,000, PROVIDED that not
more than an aggregate of $6,000,000 of such Acquisition Indebtedness may be
incurred in any twelve month period; (iii) Indebtedness of the Company which is
owed to and held by a Wholly Owned Subsidiary and Indebtedness of a Wholly Owned
Subsidiary which is owed to and held by the Company or a Wholly Owned
Subsidiary, including without limitation, the Indebtedness evidenced by the
Intercompany Notes; PROVIDED, HOWEVER, that any subsequent issuance or transfer
of any Capital Stock which results in any such Wholly Owned Subsidiary ceasing
to be a Wholly Owned Subsidiary or any transfer of such Indebtedness (other than
to the Company or a Wholly Owned Subsidiary) shall be deemed, in each case, to
constitute the Incurrence of such Indebtedness by the Company or by a Wholly
Owned Subsidiary, as the case may be; (iv) Indebtedness of the Company (whether
under the New Credit Facility or otherwise) Incurred for the purpose of
financing the working capital needs of the Company and its Restricted
Subsidiaries, PROVIDED, HOWEVER, that after giving effect to the Incurrence of
such Indebtedness and any substantially simultaneous use of the proceeds
thereof, the aggregate principal amount of all such Indebtedness Incurred
pursuant to this clause (iv) and then outstanding immediately after such
Incurrence and such use of proceeds shall not exceed the sum of 60% of the book
value of the inventory and 90% of the book value of the receivables of the
Company and the Restricted Subsidiaries on a consolidated basis at such time
plus the amount of the Seasonal Overadvance, and PROVIDED FURTHER, that the
aggregate amount of Indebtedness pursuant to this clause (iv) shall not exceed
$15,000,000 at any time prior to , 1997 and PROVIDED FURTHER, that the
Company's Subsidiaries shall be permitted to guarantee Indebtedness incurred by
the Company pursuant to the New Credit Facility or pursuant to a credit facility
Incurred pursuant to this clause (iv) refinancing the New Credit Facility; (v)
Acquired Indebtedness; PROVIDED, HOWEVER, that the Company would have been able
to Incur such Indebtedness at the time of the Incurrence thereof pursuant to the
immediately preceding paragraph; and (vi) Indebtedness of the Company or a
Restricted Subsidiary outstanding on the Issue Date (other than Indebtedness
referred to in clause (iv) above and Indebtedness being repaid or retired with
the proceeds of the Offering.

Notwithstanding the provisions of this covenant described in the first two
paragraphs above, the Indenture provides that the Company shall not Incur any
Indebtedness if the proceeds thereof are used, directly or indirectly, to repay,
prepay, redeem, defease, retire, refund or refinance any Subordinated

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Indebtedness unless such repayment, prepayment, redemption, defeasance,
retirement, refunding or refinancing is not prohibited under "-- Limitation on
Restricted Payments" or unless such Indebtedness shall be contractually
subordinated to the Senior Secured Notes at least to the same extent as such
Subordinated Indebtedness.

LIMITATION ON PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES. Under the terms
of the Indenture, the Company shall not, and shall not permit any Subsidiary, to
create or otherwise cause or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to (i)
pay dividends to or make any other distributions on its Capital Stock, or pay
any Indebtedness or other obligations owed to the Company or any other
Restricted Subsidiary, (ii) make any Investments in the Company or any other
Restricted Subsidiary or (iii) transfer any of its property or assets to the
Company or any other Restricted Subsidiary; PROVIDED, HOWEVER, that the
foregoing shall not apply to (a) any encumbrance or restriction existing
pursuant to the Indenture or any other agreement or instrument as in effect or
entered into on the Issue Date (including the New Credit Facility as in effect
on the Issue Date); (b) any encumbrance or restriction with respect to a
Subsidiary pursuant to an agreement relating to any Acquired Indebtedness of
such Subsidiary; PROVIDED, HOWEVER, that such encumbrance or restriction was not
Incurred in connection with or in contemplation of such Subsidiary becoming a
Subsidiary; (c) any encumbrance or restriction pursuant to an agreement
effecting a refinancing, renewal, extension or replacement of Indebtedness
referred to in clause (a) or (b) above or contained in any amendment or
modification with respect to such Indebtedness; PROVIDED, HOWEVER, that the
encumbrances and restrictions contained in any such agreement, amendment or
modification are no less favorable in any material respect with respect to the
matters referred to in clauses (i), (ii) and (iii) above than the encumbrances
and restrictions with respect to the Indebtedness being refinanced, renewed,
extended, replaced, amended or modified; (d) in the case of clause (iii) above,
customary non-assignment provisions of any leases governing a leasehold interest
or of any supply, license or other agreement entered into in the ordinary course
of business of the Company or any Subsidiary; (e) any restrictions with respect
to a Subsidiary imposed pursuant to an agreement entered into for the sale or
disposition of all or substantially all of the Capital Stock or assets of such
Subsidiary pending the closing of such sale or disposition or (f) any
encumbrance or restriction existing by reason of applicable law. Nothing
contained in the covenant described in this paragraph prevents the sale of
assets that secure Indebtedness of the Company or its Subsidiaries.

LIMITATION ON SALE/LEASEBACK TRANSACTIONS. Under the terms of the
Indenture, the Company shall not, and shall not permit any Restricted Subsidiary
to, enter into any Sale/Leaseback Transaction unless (i) the Company or such
Subsidiary would be entitled to create a Lien on such property securing
Indebtedness in an amount equal to the Attributable Debt with respect to such
transaction without equally and ratably securing the Securities pursuant to the
covenant entitled "Limitation on Liens" or (ii) the net proceeds of such sale
are at least equal to the fair value (as determined by the Board of Directors)
of such property and the Company or such Subsidiary shall apply or cause to be
applied an amount in cash equal to the net proceeds of such sale to the
retirement, within 30 days of the effective date of any such arrangement, of
Senior Indebtedness or Indebtedness of a Restricted Subsidiary, PROVIDED,
HOWEVER, that the Company or any Restricted Subsidiary may enter into a
Sale/Leaseback Transaction as long as the sum of (x) the Attributable Debt with
respect to such Sale/Leaseback Transaction and all other Sale/Leaseback
Transactions entered into pursuant to this proviso, plus (y) the amount of
outstanding Indebtedness secured by Liens Incurred pursuant to the proviso to
the covenant described under "-- Limitation on Liens" below, does not exceed 5%
of Consolidated Net Tangible Assets as determined based on the consolidated
balance sheet of the Company as of the end of the most recent fiscal quarter for
which financial statements are available.

LIMITATION ON LIENS. Under the terms of the Indenture, except as described
under "-- Security," the Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, incur or permit to exist any Lien of any
nature whatsoever on any of its properties (including, without limitation,
Capital Stock), whether owned at the date of such Indenture or thereafter
acquired, other than (a) pledges or deposits made by such Person under workers'
compensation, unemployment insurance laws or similar legislation, or good faith
deposits in connection with bids, tenders, contracts (other than for payment of
Indebtedness) or leases to which such Person is a party, or deposits to secure
statutory or regulatory

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obligations of such Person or deposits of cash of United States Government bonds
to secure surety, appeal or performance bonds to which such Person is a party,
or deposits as security for contested taxes or import duties or for the payment
of rent, in each case Incurred in the ordinary course of business; (b) Liens
imposed by law such as carriers', warehousemen's and mechanics' Liens, in each
case, arising in the ordinary course of business and with respect to amounts not
yet due or being contested in good faith by appropriate legal proceedings
promptly instituted and diligently conducted and for which a reserve or other
appropriate provision, if any, as shall be required in conformity with GAAP
shall have been made; or other Liens arising out of judgments or awards against
such Person with respect to which such Person shall then be diligently
prosecuting appeal or other proceedings for review; (c) Liens for property taxes
not yet subject to penalties for non-payment or which are being contested in
good faith and by appropriate legal proceedings promptly instituted and
diligently conducted and for which a reserve or other appropriate provision, if
any, as shall be required in conformity with GAAP shall have been made; (d)
Liens in favor of issuers or surety bonds or letters of credit issued pursuant
to the request of and for the account of such Person in the ordinary course of
its business; PROVIDED, HOWEVER, that such letters of credit may not constitute
Indebtedness; (e) minor survey exceptions, minor encumbrances, easements or
reservations of, or rights of others for, rights of way, sewers, electric lines,
telegraph and telephone lines and other similar purposes, or zoning or other
restrictions as to the use of real properties or liens incidental to the conduct
of the business of such Person or to the ownership of its properties which were
not Incurred in connection with Indebtedness or other extensions of credit and
which do not in the aggregate materially adversely affect the value of said
properties or materially impair their use in the operation of the business of
such Person; (f) Liens securing Indebtedness Incurred to finance the
construction of, purchase of, or repairs, improvements or additions to, property
(including Acquisition Indebtedness Incurred pursuant to clause (ii) of the
penultimate paragraph under "-- Limitation on the Incurrence of Indebtedness");
PROVIDED, HOWEVER, that the Lien may not extend to any other property owned by
the Company or any Restricted Subsidiary at the time the Lien is incurred, and
the Indebtedness secured by the Lien may not be issued more than 180 days after
the later of the acquisition, completion of construction, repair, improvement,
addition or commencement of full operation of the property subject to the Lien;
(g) Liens existing on the Issue Date (other than Liens relating to Indebtedness
or other obligations being repaid or Liens that are otherwise extinguished with
the proceeds of the Offering), (h) Liens on property of a Person (excluding
Capital Stock) of such Person at the time such Person becomes a Subsidiary;
PROVIDED, HOWEVER, that any Lien may not extend to any other property owned by
the Company or any Restricted Subsidiary; (i) Liens on property at the time the
Company or a Subsidiary acquires the property, including any acquisition by
means of a merger or consolidation with or into the Company or a Subsidiary;
PROVIDED, HOWEVER, that such Liens are not incurred in connection with, or in
contemplation of, such merger or consolidation; and PROVIDED, FURTHER, that the
Lien may not extend to any other property owned by the Company or any Restricted
Subsidiary; (j) Liens securing Indebtedness or other obligations of a Subsidiary
owing to the Company or a Wholly Owned Subsidiary, including without limitation,
the Indebtedness Incurred under the Intercompany Notes, PROVIDED that any Lien
securing Indebtedness pursuant to any Intercompany Notes shall be limited to the
inventory and accounts receivable of the Subsidiary of the Company issuing such
Intercompany Note; (k) Liens incurred by a Person other than the Company or any
Subsidiary on assets that are the subject of a Capitalized Lease Obligation to
which the Company or a Subsidiary is a party; PROVIDED, HOWEVER, that any such
Lien may not secure Indebtedness of the Company or any Subsidiary (except by
virtue of clause (x) of the definition of "Indebtedness") and may not extend to
any other property owned by the Company or any Restricted Subsidiary; (l) Liens
on inventory and accounts receivable of the Company and its subsidiaries and
Liens on Intercompany Notes, in any case securing Indebtedness permitted to be
Incurred under the provision described in clause (iv) of the second paragraph
under "-- Limitation on the Incurrence of Indebtedness"; (m) Liens to secure any
refinancing, refunding, extension, renewal or replacement (or successive
refinancings, refundings, extensions, renewals or replacements) as a whole, or
in part, of any Indebtedness secured by any Lien referred to in the foregoing
clauses (f), (g), (h), (i) and (m), PROVIDED, HOWEVER, that (x) such new Lien
shall be limited to all or part of the same property that secured the original
Lien (plus improvements on such property) and (y) the Indebtedness secured by
such Lien at such time is not increased (other than by an amount necessary to
pay fees and expenses, including premiums, related to the refinancing,
refunding, extension, renewal or replacement of such Indebtedness); and (n)
Liens by which the Senior Secured Notes are secured equally and ratably with

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other Indebtedness of the Company pursuant to this paragraph, without
effectively providing that the Senior Secured Notes shall be secured equally and
ratably with (or prior to) the obligations so secured for so long as such
obligations are so secured; PROVIDED, HOWEVER, that the Company may incur other
Liens other than on the Collateral to secure Indebtedness as long as the sum of
(x) the amount of outstanding Indebtedness secured by Liens incurred pursuant to
this proviso plus (y) the Attributable Debt with respect to all outstanding
leases in connection with Sale/Leaseback Transactions entered into pursuant to
the proviso under "-- Limitation on Sale/Leaseback Transactions," does not
exceed 5% of Consolidated Net Tangible Assets as determined with respect to the
Company as of the end of the most recent fiscal quarter for which financial
statements are available.

CHANGE OF CONTROL. Under the terms of the Indenture, in the event of a
Change of Control, the Company shall make an offer to purchase (the "Change of
Control Offer") the Senior Secured Notes then outstanding at the time at a
purchase price equal to 101% of the Accreted Value thereof plus accrued interest
to the Change of Control Purchase Date (as defined below) on the terms set forth
in this provision. The date on which the Company shall purchase the Securities
pursuant to this provision (the "Change of Control Purchase Date") shall be no
earlier than 30 days, nor later than 60 days, after the notice referred to below
is mailed, unless a longer period shall be required by law. The Company shall
notify the Trustee in writing promptly after the occurrence of any Change of
Control of the Company's obligation to purchase the Senior Secured Notes.

Notice of a Change of Control Offer shall be mailed by the Company to the
Holders of the Senior Secured Notes at their last registered address (with a
copy to the Trustee and the Paying Agent) within thirty (30) days after a Change
in Control has occurred. The Change of Control Offer shall remain open from the
time of mailing until five (5) Business Days before the Change of Control
Purchase Date. The notice shall contain all instructions and materials necessary
to enable such Holders to tender (in whole or in part) the Senior Secured Notes
pursuant to the Change of Control Offer. The notice, which shall govern the
terms of the Change of Control Offer, shall state: (a) that the Change of
Control Offer is being made pursuant to the Indenture; (b) the purchase price
and the Change of Control Purchase Date; (c) that any Senior Secured Note not
surrendered or accepted for payment will continue to accrue interest; (d) that
any Senior Secured Note accepted for payment pursuant to the Change of Control
Offer shall cease to accrue interest after the Change of Control Purchase Date
if payment is made; (e) that any Holder electing to have a Senior Secured Note
purchased (in whole or in part) pursuant to a Change of Control Offer will be
required to surrender the Senior Secured Note, with the form entitled "Option of
Holder to Elect Purchase" on the reverse of the Senior Secured Note completed,
to the Paying Agent at the address specified in the notice (or otherwise make
effective delivery of the Senior Secured Note pursuant to book-entry procedures
and the related rules of the applicable depositories) at least five Business
Days before the Change of Control Purchase Date; and (f) that any Holder will be
entitled to withdraw his or her election if the Paying Agent receives, not later
than three Business Days prior to the Change of Control Purchase Date, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Senior Secured Note the Holder delivered for
purchase and a statement that such Holder is withdrawing his or her election to
have the Senior Secured Note purchased.

On the Change of Control Purchase Date, the Company shall (i) accept for
payment the Senior Secured Notes, or portions thereof, surrendered and properly
tendered and not withdrawn, pursuant to the Change of Control Offer, (ii)
deposit with the Paying Agent money sufficient to pay the purchase price plus
accrued interest of all the Senior Secured Notes or portions thereof, so
accepted and (iii) deliver to the Trustee the Senior Secured Notes so accepted
together with an Officers' Certificate stating that such securities have been
accepted for payment by the Company. The Paying Agent shall promptly mail or
deliver to Holders of securities so accepted payment in an amount equal to the
purchase price. Holders whose Securities are purchased only in part will be
issued new Securities equal in principal amount to the unpurchased portion of
the Securities surrendered.

TRANSACTIONS WITH AFFILIATES. Under the terms of the Indenture, the Company
shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, enter into, permit to exist, renew or extend any transaction or
series of transactions (including, without limitation, the sale, purchase,
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any assets or property or the rendering of any services) with any Affiliate of
the Company, any Plaster Entity, any Lindsey Entity or Energy unless (i) the
terms of such transaction or series of transactions are (A) no less favorable to
the Company or such Restricted Subsidiary, as the case may be, than would be
obtainable in a comparable transaction or series of related transactions in
arm's-length dealings with an unrelated third party and, in the case of a
transaction or series of transactions involving payments or consideration in
excess of $100,000, approved by a majority of the Outside Directors, and (B) set
forth in writing, if such transaction or series of transactions involves
aggregate payments or consideration in excess of $250,000, and (ii) with respect
to a transaction or series of transactions involving aggregate payments or
consideration in excess of $1 million, such transaction or series of
transactions has been determined, in the written opinion of an independent
nationally recognized investment banking firm, to be fair, from a financial
point of view, to the Company or such Restricted Subsidiary. The foregoing
provisions do not prohibit (i) the payment of reasonable fees to directors of
the Company and its subsidiaries, (ii) scheduled payments made pursuant to the
terms of any of the Basic Agreements, as the terms of each such agreement are in
effect on the Issue Date, or (iii) any transaction between the Company and a
Wholly Owned Subsidiary or between Wholly Owned Subsidiaries otherwise permitted
by the terms of the Indenture. Any transaction which has been determined, in the
written opinion of an independent nationally recognized investment banking firm,
to be fair, from a financial point of view, to the Company or the applicable
Restricted Subsidiary shall be deemed to be in compliance with this provision.

SALES OF ASSETS. Under the terms of the Indenture, neither the Company nor
any Restricted Subsidiary shall consummate any Asset Sale unless (i) the Company
or such Restricted Subsidiary receives consideration at the time of such Asset
Sale at least equal to the fair market value, as determined in good faith by the
Board of Directors, of the shares or assets subject to such Asset Sale, (ii) at
least 80% of the consideration thereof received by the Company or such
Restricted Subsidiary is in the form of Additional Assets or cash or cash
equivalents which cash equivalents are promptly converted into cash by the
Person receiving such payment and (iii) an amount equal to 100% of the Net
Available Cash is applied by the Company (or such Subsidiary, as the case may
be) as set forth herein. Under the terms of the Indenture, the Company shall not
permit any Unrestricted Subsidiary to make any Asset Sale unless such
Unrestricted Subsidiary receives consideration at the time of such Asset Sale at
least equal to the fair market value of the shares or assets so disposed of as
determined in good faith by the Board of Directors.

Under the terms of the Indenture, within 360 days (such period being the
"Application Period") following the consummation of an Asset Sale, the Company
or such Restricted Subsidiary shall apply the Net Available Cash from such Asset
Sale as follows: (i) FIRST, to the extent the Company or such Restricted
Subsidiary elects, to reinvest in Additional Assets; (ii) SECOND, to the extent
of the balance of such Net Available Cash after application in accordance with
clause (i), and to the extent the Company or such Restricted Subsidiary elects
(or is required by the terms of any Senior Indebtedness or any Indebtedness of
such Restricted Subsidiary), to prepay, repay or purchase (A) secured Senior
Indebtedness or (B) Indebtedness (other than any Preferred Stock) of a
Restricted Subsidiary in either case other than Indebtedness owed to the Company
(except to the extent that the proceeds of any such repayment received by the
Company are used to repay secured Senior Indebtedness of the Company or an
Affiliate of the Company), (iii) THIRD, to the extent of the balance of such Net
Available Cash after application in accordance with clauses (i) and (ii), to
make an offer to purchase the Senior Secured Notes at not less than 100% of
their Accreted Value, plus accrued interest (if any) pursuant to and subject to
the conditions set forth in the Indenture; PROVIDED, HOWEVER that in connection
with any prepayment, repayment or purchase of Indebtedness pursuant to clause
(ii) or (iii) above, the Company or Restricted Subsidiary shall retire such
Indebtedness and cause the related loan commitment (if any) to be permanently
reduced in an amount equal to the principal amount so prepaid, repaid or
purchased; and PROVIDED FURTHER that in the case of any prepayment or repayment
of Indebtedness under the New Credit Facility or Indebtedness Incurred pursuant
to clause (iv) of the second paragraph under "-- Limitation on Incurrence of
Indebtedness" refinancing the New Credit Facility, such related loan commitment
shall not be required to be permanently reduced if after giving effect to such
repayment or prepayment the aggregate amount of outstanding Indebtedness
Incurred pursuant to clause (iv) of the second paragraph under "-- Limitation on
Incurrence of Indebtedness" is not increased for a period of sixty days
commencing on the date of such prepayment or repayment. To the extent that any
Net

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Available Cash from Asset Sales remains after the application of such Net
Available Cash in accordance with this paragraph, the Company or such Restricted
Subsidiary may utilize such remaining Net Available Cash in any manner set forth
in clause (i) or clause (ii) above.

To the extent that any or all of the Net Available Cash of any Foreign Asset
Sale is prohibited or delayed by applicable local law from being repatriated to
the United States, the portion of such Net Available Cash so affected shall not
be required to be applied at the time provided above, but may be retained by the
applicable Restricted Subsidiary so long, but only so long, as the applicable
local law will not permit repatriation to the United States (the Company hereby
agreeing to promptly take or cause the applicable Restricted Subsidiary to
promptly take all actions required by the applicable local law to permit such
repatriation). Once such repatriation of any of such affected Net Available Cash
is permitted under the applicable local law, such repatriation shall be
immediately effected and such repatriated Net Available Cash will be applied in
the manner set forth in this provision as if such Asset Sale had occurred on the
date of such repatriation.

To the extent that the Board of Directors determines, in good faith, that
repatriation of any or all of the Net Available Cash of any Foreign Asset Sale
would have a material adverse tax consequence to the Company, the Net Available
Cash so affected may be retained outside of the United States by the applicable
Restricted Subsidiary for so long as such material adverse tax consequence would
continue.

Under the Indenture, the Company shall not be required to make an offer to
purchase the Senior Secured Notes if the Net Available Cash available from an
Asset Sale (after application of the proceeds as provided in clauses (i) and
(ii) of the second paragraph of this covenant above) is less than $1,000,000 for
any particular Asset Sale (which lesser amounts shall not be carried forward for
purposes of determining whether an offer is required with respect to the Net
Available Cash from any subsequent Asset Sale).

Notwithstanding the foregoing, this provision shall not apply to, or prevent
any sale of assets, property, or Capital Stock of Subsidiaries to the extent
that the fair market value (as determined in good faith by the Board of
Directors) of such asset, property or Capital Stock, together with the fair
market value of all other assets, property, or Capital Stock of Subsidiaries
sold, transferred or otherwise disposed of in Asset Sales during the twelve
month period preceding the date of such sale, does not exceed 5% of Consolidated
Net Tangible Assets as determined as of the end of the most recent fiscal
quarter, and no violation of this provision shall be deemed to have occurred as
a consequence thereof.

In the event of the transfer of substantially all (but not all) of the
property and assets of the Company as an entirety to a Person in a transaction
permitted under the covenant described under "-- Merger and Consolidation", the
Successor Corporation shall be deemed to have sold the properties and assets of
the Company not so transferred for purposes of this covenant, and shall comply
with the provisions of this covenant with respect to such deemed sale as if it
were an Asset Sale.

LIMITATION ON THE ISSUANCE OF CAPITAL STOCK AND THE INCURRENCE OF
INDEBTEDNESS OF RESTRICTED SUBSIDIARIES. Pursuant to the terms of the Indenture,
the Company shall not permit any Restricted Subsidiary, directly or indirectly,
to issue or sell, and shall not permit any Person other than the Company or a
Wholly Owned Subsidiary to own (except to the extent that any such Person may
own on the Issue Date), any shares of such Restricted Subsidiary's Capital Stock
(including options, warrants or other rights to purchase shares of Capital
Stock) except, to the extent otherwise permitted by the Indenture, (i) to the
Company or another Restricted Subsidiary that is a Wholly Owned Subsidiary of
the Company, or (ii) if, immediately after giving effect to such issuance and
sale, such Restricted Subsidiary would no longer constitute a Restricted
Subsidiary for purposes of the Indenture. The Company shall not permit any
Restricted Subsidiary, directly or indirectly, to Incur Indebtedness other than
pursuant to the second paragraph under "-- Limitation on Indebtedness."

LIMITATION ON CHANGES IN THE NATURE OF BUSINESS. The Indenture provides
that the Company and its Subsidiaries shall not engage in any line of business
other than the business of the sale and distribution of propane gas and
operations related thereto for any period of time in excess of 270 consecutive
days for any such unrelated line of business.

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MERGER AND CONSOLIDATION. Under the terms of the Indenture, the Company
shall not, in a single transaction or through a series of related transactions,
consolidate with or merge with or into any other corporation or sell, assign,
convey, transfer or lease or otherwise dispose of a majority of its properties
and assets to any Person or group of affiliated Persons unless: (a) either the
Company shall be the continuing Person, or the Person (if other than the
Company) formed by such consolidation or into which the Company is merged or to
which the properties and assets of the Company as an entirety are transferred
(the "Successor Corporation"), shall be a corporation organized and existing
under the laws of the United States or any State thereof or the District of
Columbia and shall expressly assume, by an indenture supplemental to the
Indenture, executed and delivered to the Trustee, in form and substance
reasonably satisfactory to the Trustee, all the obligations of the Company under
the Indenture and the Senior Secured Notes; (b) immediately before and
immediately after giving effect to such transaction on a pro forma basis (and
treating any Indebtedness which becomes an obligation of the Company (or the
Successor Corporation if the Company is not the continuing obligor under the
Indenture) or any Restricted Subsidiary as a result of such transaction as
having been Incurred by such Person at the time of such transaction), no Default
shall have occurred and be continuing; (c) the Company shall have delivered, or
caused to be delivered, to the respective Trustee an Officers' Certificate and,
as to legal matters, an Opinion of Counsel, each in form and substance
reasonably satisfactory to the respective Trustee, each stating that such
consolidation, merger or transfer and such supplemental indenture comply with
this provision and that all conditions precedent herein provided for relating to
such transaction have been complied with; (d) immediately after giving effect to
such transaction on a pro forma basis (and treating any Indebtedness which
becomes an obligation of the Company (or the Successor Corporation if the
Company is not the continuing obligor under the Indenture) or a Restricted
Subsidiary in connection with or as a result of such transaction as having been
Incurred by such Person at the time of such transaction, the Consolidated
Coverage Ratio of the Company (or the Successor Corporation if the Company is
not the continuing obligor under the Indenture) is at least 1:1, PROVIDED that,
if the Consolidated Coverage Ratio before giving effect to such transaction is
within the range set forth in column (A) below, then the pro forma Consolidated
Coverage Ratio of the Company or the Successor Corporation shall be at least
equal to the lessor of (1) the ratio determined by multiplying the percentage
set forth in column (B) below by the Consolidated Coverage Ratio of the Company
prior to such transaction and (2) the ratio set forth in column (C) below:

and (e) immediately after giving effect to such transaction on a pro forma basis
(and treating any Indebtedness which becomes an obligation of the Company (or
the Successor Corporation if the Company is not the continuing obligor under the
Indenture) or a Restricted Subsidiary in connection with or as a result of such
transaction as having been Incurred by such Person at the time of such
transaction), the Company (or the Successor Corporation if the Company is not
the continuing obligor under the Indenture) shall have Consolidated Net Worth in
an amount which is not less than the Consolidated Net Worth immediately prior to
such transaction. Notwithstanding the foregoing clauses (b), (d) and (e), any
Restricted Subsidiary may consolidate with, merge into or transfer all or part
of its properties and assets to the Company or any Wholly Owned Subsidiary or
Wholly Owned Subsidiaries and no violation of this provision will be deemed to
have occurred as a consequence thereof, as long as the requirements of clauses
(a) and (c) are satisfied in connection therewith.

Upon any such assumption by the Successor Corporation, except in the case of
a lease, the Successor Corporation shall succeed to and be substituted for the
Company under the Indenture and the Senior Secured Notes and the Company shall
thereupon be released from all obligations under the Indenture and under the
Senior Secured Notes and the Company as the predecessor corporation may
thereupon or at any time thereafter be dissolved, wound up or liquidated. The
Successor Corporation thereupon may cause to be signed, and may issue either in
its own name or in the name of the Company, all or any of the Senior Secured

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Notes issuable under the Indenture which theretofore shall not have been signed
by the Company and delivered to the Trustee; and, upon the order of the
Successor Corporation instead of the Company and subject to all the terms,
conditions and limitations prescribed in the Indenture, the Trustee shall
authenticate and shall deliver any Senior Secured Notes which the Successor
Corporation thereafter shall cause to be signed and delivered to the Trustee for
that purpose. All the Senior Secured Notes so issued shall in all respects have
the same legal rank and benefit under the Indenture as the Senior Secured Notes
theretofore or thereafter issued in accordance with the terms of the Indenture
as though all such Senior Secured Notes had been issued at the date of the
execution of the Indenture. In the case of any such consolidation, merger or
transfer, such changes in form (but not in substance) may be made in the Senior
Secured Notes thereafter to be issued as may be appropriate.

EVENTS OF DEFAULT

"EVENTS OF DEFAULT" are defined in the Indenture as (i) default for 30 days
in payment of any interest installment due and payable on the Senior Secured
Notes, (ii) default in payment of the principal when due on the Senior Secured
Notes, or failure to redeem or purchase the Senior Secured Notes when required
pursuant to the respective Indenture, (iii) default in performance of any other
covenants or agreements in the Indenture, the Senior Secured Notes or the Pledge
Agreement and the default continues for 30 days after written notice to the
Company by the Trustee or the Collateral Agent or to the Company and the Trustee
by the holders of at least 25% in principal amount of the outstanding Senior
Secured Notes; PROVIDED that the failure to commence a Change of Control Offer
following a Change of Control pursuant to clause (vi) of the definition of
"Change of Control" shall not constitute an Event of Default if, during such 30
day period, the Company takes the necessary actions with respect to the Board of
Directors to comply with the requirements of clauses (vi)(A), (vi)(B) and
(vi)(C) of the definition of "Change of Control", (iv) there shall have occurred
either (a) a default by the Company or any Subsidiary under any instrument under
which there is or may be secured or evidenced any Indebtedness of the Company or
any Subsidiary of the Company (other than the Securities) having an outstanding
principal amount of $2,000,000 (or its foreign currency equivalent) or more
individually or $5,000,000 (or its foreign currency equivalent) or more in the
aggregate that has caused the holders thereof to declare such Indebtedness to be
due and payable prior to its Stated Maturity or (b) a default by the Company or
any Subsidiary in the payment when due of any portion of the principal under any
such instrument, and such unpaid portion exceeds $2,000,000 (or its foreign
currency equivalent) individually or $5,000,000 (or its foreign currency
equivalent) in the aggregate and is not paid, or such default is not cured or
waived, within any grace period applicable thereto; (v) any final judgment or
order (not covered by insurance) for the payment of money shall be rendered
against the Company or any Subsidiary in an amount in excess of $2,000,000 (or
its foreign currency equivalent) individually or $5,000,000 (or its foreign
currency equivalent) in the aggregate for all such final judgments or orders
against all such Persons (treating any deductibles, self-insurance or retention
as not so covered) and shall not be discharged, and there shall be any period of
30 consecutive days following entry of the final judgment or order in excess of
$2,000,000 individually or that causes the aggregate amount for all such final
judgments or orders outstanding against all such Persons to exceed $5,000,000
during which a stay of enforcement of such final judgment or order, by reason of
a pending appeal or otherwise, shall not be in effect; (vi) certain events of
bankruptcy, insolvency and reorganization of the Company; (vii) except as
permitted by the Indenture, the Trustee fails to have a first priority perfected
security interest in the Collateral; and (viii) except as permitted by the
Indenture and the Senior Secured Notes, the cessation of effectiveness of any
Subsidiary Guarantee as against any Subsidiary Guarantor, or the finding by any
judicial proceeding that any such Subsidiary Guarantee is, as to any Subsidiary
Guarantor, unenforceable or invalid, or the written denial or disaffirmation by
any Subsidiary Guarantor of its obligations under its Subsidiary Guarantee.

If any Event of Default (other than an Event of Default described in clause
(vi) with respect to the Company) has occurred and is continuing, the Indenture
provides that the Trustee may by notice to the Company, or the Holders of not
less than 25% in principal amount of the Senior Secured Notes may by notice to
the Company and the Trustee, declare the principal amount of the Senior Secured
Notes and any accrued and unpaid interest to be due and payable immediately. If
an Event of Default described in

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clause (vi) with respect to the Company occurs, the principal of and interest on
all the Senior Secured Notes shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holders of Senior Secured Notes. The Holders of a majority in principal amount
of the Senior Secured Notes by notice to the Trustee may rescind any such
declaration and its consequences (if the rescission would not conflict with' any
judgment or decree) if all existing Events of Default (other than the
non-payment of principal of or interest on the Senior Secured Notes which shall
have become due by such declaration) shall have been cured or waived.

The Company must file annually with the Trustee a certificate describing any
Default by the Company in the performance of any conditions or covenants that
has occurred under the Indenture and its status. The Company must give the
Trustee written notice within 30 days of any Default under the Indenture that
could mature into an Event of Default described in clause (iii), (iv), (v),
(vi), (vii) or (viii) of the second preceding paragraph.

The Trustee is entitled, subject to the duty of the Trustee during a Default
to act with the required standard of care, to be indemnified before proceeding
to exercise any right or power under the Indenture at the direction of the
Holders of the Senior Secured Notes or which requires the Trustee to expend or
risk its own funds or otherwise incur any financial liability. The Indenture
also provides that the Holders of a majority in principal amount of the Senior
Secured Notes issued under the Indenture may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee; however, the Trustee may
refuse to follow any such direction that conflicts with law or the Indenture, is
unduly prejudicial to the rights of other Holders of the Senior Secured Notes,
or would involve the Trustee in personal liability.

The Indenture provides that while the Trustee generally must mail notice of
a Default or Event of Default to the holders of the Senior Secured Notes within
90 days of occurrence, the Trustee may withhold notice to the Holders of the
Senior Secured Notes of any Default or Event of Default (except in payment on
the Senior Secured Notes) if the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of the Senior
Secured Notes.

MODIFICATION OF THE INDENTURE

Under the terms of the Indenture, the Company, the Subsidiary Guarantors and
the Trustee may, with the consent of the Holders of a majority in principal
amount of the outstanding Senior Secured Notes amend or supplement the
Indenture, the Pledge Agreement or the Senior Secured Notes except that no
amendment or supplement may, without the consent of each affected Holder, (i)
reduce the principal of or change the Stated Maturity of any Senior Secured
Note, (ii) reduce the rate of or change the time of payment of interest on any
Senior Secured Note, (iii) change the currency of payment of the Senior Secured
Notes, (iv) reduce the premium payable upon the redemption of any Senior Secured
Note, or change the time at which any such Senior Secured Note may or shall be
redeemed, (v) reduce the amount of Senior Secured Notes, the holders of which
must consent to an amendment or supplement, (vi) change the provisions of the
Indenture relating to Waiver of past defaults, rights of Holders of the Senior
Secured Notes to receive payments or the provisions relating to amendments of
the Indenture that require the consent of Holders of each affected Senior
Secured Note, (vii) directly or indirectly release the Liens on all or
substantially all of the collateral securing the Senior Secured Notes or (viii)
modify or affect in any manner adverse to the Holders the terms and conditions
of the obligation of any Subsidiary Guarantor for the due and punctual payment
of the principal of premium, if any, or interest on the Senior Secured Notes. In
addition, certain amendments or supplements may be adopted without the consent
of Holders.

ACTIONS BY NOTEHOLDERS

Under the terms of the Indenture, a Holder of Senior Secured Notes may not
pursue any remedy with respect to the Indenture or the Senior Secured Notes
(except actions for payment of overdue principal or interest), unless (i) the
Holder has given notice to the Trustee of a continuing Event of Default, (ii)
Holders of at least 25% in principal amount of the Senior Secured Notes have
made a written request to the Trustee to pursue such remedy, (iii) such Holder
or Holders have offered the Trustee security or indemnity

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reasonably satisfactory to it against any loss, liability or expense, (iv) the
Trustee has not complied with such request within 60 days of such request and
offer and (v) the Holders of a majority in principal amount of the Senior
Secured Notes have not given the Trustee an inconsistent direction during such
60-day period.

DEFEASANCE, DISCHARGE AND TERMINATION

DEFEASANCE AND DISCHARGE. The Indenture provides that the Company will be
discharged from any and all obligations in respect of the Senior Secured Notes,
and the provisions of the Indenture will no longer be in effect with respect to
such Senior Secured Notes (except for, among other matters, certain obligations
to register the transfer or exchange of such Senior Secured Notes, to replace
stolen, lost or mutilated Senior Secured Notes, to maintain paying agencies and
to hold monies for payment in trust, and the rights of holders to receive
payments of principal and interest thereon), on the 123rd day after the date of
the deposit with the appropriate Trustee, in trust, of money or U.S. Government
Obligations that, through the payment of interest and principal in respect
thereof in accordance with their terms, will provide money in an amount
sufficient to pay the principal of, premium, if any, and accrued interest on
such Senior Secured Notes, when due in accordance with the terms of the
Indenture and such Senior Secured Notes. Such a trust may only be established
if, among other things, (i) the Company has delivered to the Trustee either (a)
an Opinion of Counsel (who must not be employed by the Company) to the effect
that holders will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to federal income tax on the same amount and in the same manner and at
the same times as would have been the case if such deposit, defeasance and
discharge had not occurred, which Opinion of Counsel must refer to and be based
upon a ruling of the Internal Revenue Service or a change in applicable federal
income tax law occurring after the date of the Indentures or (b) a ruling of the
Internal Revenue Service to such effect and (ii) no Default under the Indenture
shall have occurred and be continuing on the date of such deposit or during the
period ending on the 123rd day after such date of deposit and such deposit shall
not result in or constitute a Default or result in a breach or violation of, or
constitute a default under, any other agreement or instrument to which the
Company is a party or by which the Company is bound.

DEFEASANCE OF CERTAIN COVENANTS AND CERTAIN EVENTS OF DEFAULT. The
Indenture further provides that the provisions of the Indenture will no longer
be in effect with respect to the provisions described in clauses (d) and (e)
under "-- Merger and Consolidation," and all the covenants described herein
under "-- Covenants," clause (iii) under "-- Events of Default" with respect to
such covenants and clauses (d) and (e) under "-- Merger and Consolidation," and
clauses (v) and (vi) under "-- Events of Default" shall be deemed not to be
Events of Default under the Indenture, and the provisions described herein under
"-- Ranking" shall not apply, upon the deposit with the Trustee, in trust, of
money or U.S. Government Obligations that through the payment of interest and
principal in respect thereof in accordance with their terms will provide money
in an amount sufficient to pay the principal of, premium, if any, and accrued
interest on the Senior Secured Notes issued thereunder when due in accordance
with the terms of the Indenture. Such a trust may only be established if, among
other things, the provisions described in clause (ii) of the immediately
preceding paragraph have been satisfied and the Company has delivered to the
Trustee an Opinion of Counsel (who must not be an employee of the Company) to
the effect that the Holders will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit and defeasance of certain
covenants and Events of Default and will be subject to federal income tax on the
same amount and in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred.

DEFEASANCE AND CERTAIN OTHER EVENTS OF DEFAULT. In the event the Company
exercises its option to omit compliance with certain covenants and provisions of
the Indenture with respect to the Senior Secured Notes, as described in the
immediately preceding paragraph and such Senior Secured Notes are declared due
and payable because of the occurrence of an Event of Default that remains
applicable, the amount of money or U.S. Government Obligations on deposit with
the relevant Trustee will be sufficient to pay principal of and interest on
Senior Secured Notes on the respective dates on which such amounts are due but
may not be sufficient to pay amounts due on such Senior Secured Notes, at the
time of the acceleration resulting from such Event of Default. However, the
Company shall remain liable for such payments.

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TERMINATION OF COMPANY'S OBLIGATIONS IN CERTAIN CIRCUMSTANCES. The
Indenture further provides that the Company will be discharged from any and all
obligations in respect of the Senior Secured Notes and the provisions of such
Indenture will no longer be in effect with respect to the Senior Secured Notes
(except to the extent provided under "-- Defeasance and Discharge"), if such
Senior Secured Notes mature within one year or all of them are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
giving the notice of redemption, and the Company deposits with the appropriate
Trustee, in trust, money or U.S. Government Obligations that, through the
payment of interest and principal in respect thereof in accordance with their
terms, will provide money in an amount sufficient to pay the principal of,
premium if any and accrued interest on such Senior Secured Notes when due in
accordance with the terms of the applicable Indenture and such Senior Secured
Notes. Such a trust may only be established if, among other things, (i) no
Default under the Indenture shall have occurred and be continuing on the date of
such deposit, (ii) such deposit will not result in or constitute a Default or
result in a breach or violation of, or constitute a Default under, any other
agreement or instrument to which the Company is a party or by which it is bound
and (iii) the Company has delivered to the Trustee an Opinion of Counsel stating
that such conditions have been complied with. Pursuant to this provision, the
Company is not required to deliver an Opinion of Counsel to the effect that
Holders will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of such deposit and termination, and there is no assurance
that Holders would not recognize income, gain or loss for U.S. federal income
tax purposes as a result thereof or that Holders would be subject to U.S.
federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such deposit and termination had not
occurred.

UNCLAIMED MONEY

Under the terms of the Indenture, subject to any applicable abandoned
property law, the Trustee will pay to the Company upon request any money held by
it for the payment of principal or interest that remains unclaimed for two
years. After payment to the Company, Noteholders entitled to such money must
look to the Company for payment as general creditors.

CONCERNING THE TRUSTEES AND PAYING AGENTS

Shawmut Bank Connecticut, National Association will act as Trustee under the
Indenture and the Pledge Agreement and will initially be Paying Agent and
Registrar for the Senior Secured Notes. The Company has had, from time to time,
and may have in the future, other relationships with such bank. Notices to the
Trustee, Paying Agent and Registrar under the Indenture should be directed to
Shawmut Bank Connecticut, National Association, 777 Main Street -- MSN 238,
Hartford, Connecticut 06115, Attention: Corporate Trust Administration.

GOVERNING LAW

Under the terms of the Indenture the laws of the State of New York govern
the Indenture and the Senior Secured Notes.

DESCRIPTION OF THE WARRANTS

GENERAL

The Company will issue an aggregate of Warrants to the purchasers of
the Senior Secured Notes. The Warrants will be issued pursuant to a Warrant
Agreement (the "Warrant Agreement") to be entered into between the Company and
Shawmut Bank Connecticut, National Association, as the Warrant Agent. The
following summary of certain provisions of the Warrant Agreement does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, all the provisions of the Warrant Agreement, including the
definitions of certain terms therein.

Each Warrant is evidenced by a Warrant Certificate which entitles the holder
thereof, at any time, to purchase one share of Common Stock from the Company at
a price (the "Exercise Price") of $7.00 per share, subject to adjustment as
provided in the Warrant Agreement. The Warrants will be separately transferable
from the Notes and may be exercised at any time after , 1994 and
prior to , 2004. Warrants that are not exercised by such date will
expire.

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The aggregate number of shares of Common Stock issuable upon exercise of the
Warrants is equal to approximately 10% of the outstanding shares of Common
Stock, on a fully diluted basis, subject to certain exceptions described in the
Warrant Agreement. The Company has authorized and reserved for issuance such
number of shares of Common Stock as shall be issuable upon the exercise of all
outstanding Warrants. Such shares of Common Stock, when issued, will be duly and
validly issued and fully paid and nonassessable. The issuance of Common Stock
upon the exercise of the Warrants has been registered with the Securities and
Exchange Commission pursuant to the Registration Statement of which this
Prospectus forms a part.

The Warrants will be issued in the form of a fully registered Global
Certificate and will be deposited with, or on behalf of, the Depositary and
registered in the name of a nominee of the Depositary. Except as set forth in
"Description of the Units -- Form, Denomination and Registration," owners of
beneficial interest in such Global Certificate will not be entitled to have
Warrants registered in their names, will not receive or be entitled to receive
physical delivery of Warrants in definitive form and will not be considered the
owners or holders thereof under the Warrant Agreement. No service charge will be
made for any registration of transfer or exchange of Warrants, but the Company
may require payment of a sum sufficient to cover any transfer tax or other
similar governmental charge payable in connection therewith. See "Description of
the Units."

Upon the occurrence of a merger in connection with which all of the
consideration to shareholders of the Company is not cash, the Company or its
successor by merger will be required, upon the expiration of the time periods
discussed below, to offer to repurchase the Warrants. This feature of the
Warrants may have the effect of increasing the cost of purchasing the Company to
any acquiror (including an acquiror in an unsolicited merger or similar
transaction).

CERTAIN DEFINITIONS

The Warrant Agreement contains, among others, the following definitions:

A "Repurchase Event" is defined to occur if at any time prior to
, 2004, the Company consolidates with, merges into or with (where
holders of the Common Stock receive consideration in exchange for all or part of
such shares of Common Stock), or sells all or substantially all of its assets to
another person which has a class of equity securities registered under the
Exchange Act or a wholly owned subsidiary of such person, if the consideration
for the transaction does not consist solely of cash or if such merger or
consolidation is not effected solely for the purpose of changing the Company's
state of incorporation or is effected with a Plaster Entity or a Lindsey Entity.

A "Financial Expert" is a nationally recognized investment banking firm.

An "Independent Financial Expert" is a Financial Expert which does not (or
whose directors, executive officers or 5% stockholders do not) have a direct or
indirect financial interest in the Company or any of its subsidiaries, which has
not been for at least five years, and, at the time that it is called upon to
give independent financial advice to the Company, is not (and none of its
directors, executive officers or 5% stockholders is) a promoter, director or
officer of the Company or any of its subsidiaries.

CERTAIN TERMS

REPURCHASE

Following the occurrence of a Repurchase Event, the Company must make an
offer to repurchase for cash all outstanding Warrants (a "Repurchase Offer").

The holders of the Warrants may, until 5:00 p.m. (New York City time) on the
date at least 30 but not more than 60 calendar days following the date on which
the Company gives notice of such Repurchase Offer (the "Final Surrender Date"),
surrender all or part of their Warrants for repurchase by the Company. Except as
otherwise provided in the Warrant Agreement, Warrants received by the Warrant
Agent in proper form for purchase during a Repurchase Offer prior to the Final
Surrender Date are to be repurchased by the Company at a price in cash (the
"Repurchase Price") equal to the value (the "Relevant Value"), on the date five
business days prior to notice of such Repurchase Offer (the "Valuation Date")
relating thereto, of the Common Stock issuable, and other securities of the
Company which would have been delivered, upon

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exercise of the Warrants had the Warrants been exercised, less the Exercise
Price therefor. The Relevant Value of the Common Stock and other securities,
assuming exercise of all Warrants, on any Valuation Date shall be (i) if the
Common Stock (or other securities) is registered under the Exchange Act, deemed
to be the average of the closing sales prices of the Common Stock (or other
securities) for the 20 consecutive trading days immediately preceding such
Valuation Date or, if the Common Stock (or other securities) has been registered
under the Exchange Act for less than 20 consecutive trading days before such
date, then the average of the closing sales prices for all of the trading days
before such date for which closing sales prices are available or (ii) if the
Common Stock (or other securities) is not registered under the Exchange Act or
if the value cannot be computed under clause (i) above, the value determined
(without giving effect to any discount for lack of liquidity, the fact that the
Company has no class of equity securities registered under the Exchange Act, or
the fact that the shares of Common Stock and other securities issuable upon
exercise of the Warrants represent a minority interest in the Company) by an
Independent Financial Expert.

In the case of clause (ii) of the preceding paragraph, the Board of
Directors of the Company is required to select an Independent Financial Expert
not less than five business days following any Repurchase Event. Within two
calendar days after its selection of the Independent Financial Expert, the
Company must deliver to the Warrant Agent a notice setting forth the name of
such Independent Financial Expert. The Company also must cause the Independent
Financial Expert to deliver to the Company, with a copy to the Warrant Agent, a
value report (the "Value Report") which states the Relevant Value of the Common
Stock and other securities of the Company, if any, being valued as of the
Valuation Date and contains a brief statement as to the nature and scope of the
examination of investigation upon which the determination was made. The Warrant
Agent will have no duty with respect to the Value Report, except to keep it on
file available for inspection by the holders of the Warrants. The determination
of the Independent Financial Expert as to Relevant Value in accordance with the
provisions of the Warrant Agreement shall be conclusive on all persons.

EXERCISE

In order to exercise all or any of the Warrants represented by a Warrant
Certificate, the holder thereof is required to surrender to the Warrant Agent
the Warrant Certificate, a duly executed copy of the subscription form set forth
as part of the Warrant Certificate, and payment in full of the Exercise Price
for each share of Common Stock or other securities issuable upon exercise of the
Warrants as to which a Warrant Certificate is exercised, which payment may be
made in cash or by certified or official bank or bank cashier's check payable to
the order of the Company. Upon the exercise of any Warrants in accordance with
the Warrant Agreement, the Warrant Agent will cause the Company to transfer
promptly to or upon the written order of the holder of such Warrant Certificate
appropriate evidence of ownership of any shares of Common Stock or other
securities or property to which it is entitled, registered or otherwise placed
in such name or names as it may direct in writing, and will deliver such
evidence of ownership to the person or persons entitled to receive the same and
fractional shares, if any, or an amount in cash, in lieu of any fractional
shares, if any.

NO RIGHTS AS STOCKHOLDERS

The holders of unexercised Warrants are not entitled, as such, to receive
dividends or other distributions, receive notice of or vote at any meeting of
the stockholders, consent to any action of the stockholders, receive notice of
any other proceedings of the Company, or any other rights as stockholders of the
Company.

MERGERS, CONSOLIDATIONS, ETC.

Except as provided below, in the event that the Company consolidates with,
merges with or into, or sells all or substantially all of its property and
assets to another person, each Warrant thereafter shall entitle the holder
thereof to receive upon exercise thereof the number of shares of capital stock
or other securities or property which the holder of a share of Common Stock is
entitled to receive upon completion of such consolidation, merger or sale of
assets. If the Company merges or consolidates with, or sells all or
substantially all of the property and assets of the Company to, another person
(other than an Affiliate of the Company) and, in connection therewith,
consideration to the holders of Common Stock in exchange for their shares is
payable solely in cash, or in the event of the dissolution, liquidation or
winding-up of the Company, then the holders of the Warrants will be entitled to
receive distributions on an equal basis with the

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holders of Common Stock or other securities issuable upon exercise of the
Warrants, as if the Warrants had been exercised immediately prior to such event,
less the Exercise Price. Upon receipt of such payment, if any, the Warrants will
expire and the rights of the holders thereof will cease. If the Company has made
a Repurchase Offer that has not expired at the time of such transaction, the
holders of the Warrants will be entitled to receive the higher of (1) the amount
payable to the holders of the Warrants described above or (2) the Repurchase
Price payable to the holders of the Warrants pursuant to such Repurchase Offer.
In case of any such merger, consolidation or sale of assets, the surviving or
acquiring person and, in the event of any dissolution, liquidation or winding-up
of the Company, the Company must deposit promptly with the Warrant Agent the
funds, if any, necessary to pay the holders of the Warrants. After such funds
and the surrendered Warrant Certificates are received, the Warrant Agent must
make payment by delivering a check in such amount as is appropriate (or, in the
case of consideration other than cash, such other consideration as is
appropriate) to such person or persons as it may be directed in writing by the
holders surrendering such Warrants.

ADJUSTMENT

The number of shares of Common Stock issuable upon the exercise of each
Warrant and the Exercise Price are subject to adjustment in certain events,
including (a) a dividend or distribution on the Company's Common Stock in shares
of its capital stock, or a subdivision, combination, or reclassification of
Common Stock, (b) the issuance of rights, options, warrants or convertible or
exchangeable securities to all holders of Common Stock entitling them to
subscribe for or purchase Common Stock at a price which is lower than the
Current Market Value (as defined in the Warrant Agreement) per share of Common
Stock, (c) the sale and issuance of shares of Common Stock, or rights, options,
warrants or convertible or exchangeable securities containing the right to
subscribe for or purchase shares of Common Stock at a price per share lower than
the Current Market Value per share of the Common Stock in effect immediately
prior to such sale or issuance, (taking into account the consideration received
for the issuance of such right, warrant, or option plus any consideration to be
received upon the exercise thereof) and (d) a distribution of the Common Stock
of evidence of indebtedness, assets, cash dividends or distributions (excluding
distributions in connection with the dissolution, liquidation or winding up of
the Company). Upon the expiration of any rights, options, warrants or conversion
or exchange privileges that have previously resulted in an adjustment, if any
thereof shall not have been exercised, the Exercise Price and the number of
shares of Common Stock issuable upon the exercise of each Warrant shall, upon
such expiration, be readjusted. Notwithstanding the foregoing, no adjustment in
the Exercise Price or the number of shares of Common Stock issuable upon
exercise or Warrants will be required until cumulative adjustments would result
in an adjustment of at least one percent in the number of shares of Common Stock
purchasable on exercise of the Warrant.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 20,000,000 shares of
Common Stock, par value $.001 per share. As of June 1, 1994, there were
13,832,270 shares of Common Stock outstanding; 129,250 shares of Common Stock
subject to options issued but not exercised; and 329,500 shares of Treasury
Stock. Immediately following consummation of the Transaction there will be
approximately 1,600,000 shares of Common Stock outstanding.

GENERAL

Each outstanding share of Common Stock will entitle the holder to one vote
on all matters presented to stockholders for a vote and have cumulative voting
rights. In all elections for directors, each stockholder shall have the right to
cast as many votes in the aggregate as shall equal the number of shares held by
such stockholder multiplied by the number of directors to be elected at the
election, and each shareholder may cast the whole number of votes, either in
person or by proxy, for one candidate or distribute them among two or more
candidates. Consequently, persons holding less than a majority of shares may by
themselves be able to elect one or more directors. The holders of a majority of
the Common Stock entitled to vote constitute a quorum at any meeting of
stockholders. The By-Laws provide that whenever the vote of stockholders at a
meeting thereof is required or permitted to be taken, the meeting and vote of
shareholders may be dispensed

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with, if all the stockholders who would have been entitled to vote upon the
action if such meeting were held shall consent in writing to such corporate
action being taken. Holders of the Common Stock will have no preemptive rights.

MISSOURI LAW AND CERTAIN CHARTER AND BY-LAW PROVISIONS

Under the General and Business Corporation Law of Missouri, stockholders are
generally not liable for the Company's debts or obligations.

Pursuant to the General and Business Corporation Law of Missouri, the
Company cannot merge with or sell all or substantially all of the assets of the
Company, except upon the affirmative vote of the holders of at least two-thirds
of the outstanding shares entitled to vote on the proposed merger or sale.

Under the General and Business Corporation Law of Missouri, the certain
shares acquired in a control share acquisition (as defined in the statute) have
the same voting rights as were accorded the shares before the control share
acquisition only to the extent granted by resolution approved by the
shareholders of the issuing public corporation, UNLESS the corporation's
articles of incorporation or bylaws provide that this section does not apply to
control share acquisitions of the shares of the corporation. The Company's
Certificate of Incorporation provides that Missouri's control share acquisition
statute shall not apply to control share acquisitions of shares of the Company.

The Company's By-Laws provide that dividends upon the capital stock of the
Company may be declared by the Board of Directors at any regular or special
meeting. Before payment of any dividend, there may be set aside out of any funds
of the Company available for dividends such sum or sums as the Directors from
time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Company, or for such other purpose as the
Directors shall think conducive to the interest of the Company, and the
Directors may modify or abolish any such reserve in the manner in which it was
created.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain Federal income tax consequences
associated with the acquisition, ownership, and disposition of the Senior
Secured Notes and the Warrants by holders who acquire the Units on original
issue for cash. Wilmer, Cutler & Pickering, tax counsel to the Company, is of
the opinion that the material federal income tax consequences of an investment
in Units are as described by the following discussion. The following summary
does not discuss all of the aspects of Federal income taxation that may be
relevant to a prospective holder of the Units in light of his or her particular
circumstances or to certain types of holders (including insurance companies,
tax-exempt entities, financial institutions or broker-dealers, foreign
corporations and persons who are not citizens or residents of the United States)
which are subject to special treatment under the Federal income tax laws. In
addition, this summary does not describe any tax consequences under state,
local, or foreign tax laws.

The discussion is based upon the Internal Revenue Code of 1986, as amended
(the "Code"), Treasury Regulations, Internal Revenue Service ("IRS") rulings and
pronouncements and judicial decisions now in effect, all of which are subject to
change at any time by legislative, judicial or administrative action. Any such
changes may be applied retroactively in a manner that could adversely affect a
holder of the Units. In the opinion of Wilmer, Cutler & Pickering, the Senior
Secured Notes will be treated as indebtedness for federal income tax purposes.
The Company has not sought and will not seek any rulings from the IRS with
respect to the matters discussed below. There can be no assurance that the IRS
will not take positions concerning the tax consequences of the purchase,
ownership or disposition of the Senior Secured Notes and the Warrants which are
different from those discussed herein.

PROSPECTIVE PURCHASERS OF UNITS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH
RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES THAT MAY BE SPECIFIC TO THEM
OF ACQUIRING, OWNING AND DISPOSING OF SENIOR SECURED NOTES AND THE WARRANTS, AS
WELL AS THE APPLICATION OF STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.

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CERTAIN FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS

ALLOCATION OF ISSUE PRICE BETWEEN THE SENIOR SECURED NOTES AND THE WARRANTS.

Each Unit is comprised of Senior Secured Notes and Warrants.
Consequently, the issue price of a Unit must be allocated between the Senior
Secured Notes and the Warrants. The "issue price" of a Senior Secured Note will
equal the first price at which a substantial amount of Units is sold for money
(excluding for such purposes sales to bond houses, brokers, or similar persons
or organizations acting in the capacity of underwriters, placement agents, or
wholesalers) less the amount allocable to the Warrants (based on the
relationship of the fair market value of each of the Senior Secured Notes and
the Warrants to the fair market value of the Senior Secured Notes and Warrants
taken together as a Unit). Based on the foregoing, the Company intends to treat
each Senior Secured Note as having been issued with an issue price of $ per
$1,000 principal amount, and each Warrant as having been issued with an issue
price of $3.65. No assurance can be given, however, that the IRS will not
challenge the Company's allocation of the issue price. If the IRS were to
challenge successfully the Company's allocation of the issue price between the
Senior Secured Notes and the Warrants, the Senior Secured Notes will have more
or less original issue discount. If as a result of such a reallocation, the
Senior Secured Notes have more original issue discount than they would have if
the Company's allocation were respected, holders of Senior Secured Notes will be
required to include in gross income a greater amount of original issue discount
(see below). Such a reallocation could also affect the determination whether the
Senior Secured Notes constitute "applicable high yield discount obligations"
(see below).

The Company's allocation of the issue price of the Units will be binding on
a holder, unless such holder discloses the use of a different allocation on the
applicable form attached to such holder's timely filed Federal income tax return
for the year of acquisition of such Unit. Holders intending to use an issue
price allocation different from that used by the Company should consult their
tax advisors as to the consequences to them of their particular allocation of
the issue price of the Unit.

AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE SENIOR SECURED NOTES

The Senior Secured Notes will be issued with original issue discount for
federal income tax purposes, and holders of the Senior Secured Notes will be
required to recognize such original issue discount as ordinary interest income
as it accrues on the Senior Secured Notes (regardless of whether the holder is a
cash or accrual basis taxpayer). As a result, in certain accrual periods the
holder will be required to recognize gross income in excess of the amount of
cash payments received.

The amount of original issue discount with respect to each Senior Secured
Note will be equal to the excess of the "stated redemption price at maturity" of
such Senior Secured Note over its issue price, as defined above. The "stated
redemption price at maturity" of each Senior Secured Note will include all cash
payments (other than stated interest to the extent that it is unconditionally
payable at least annually at a single fixed rate ("qualified stated interest"))
required to be made thereunder until maturity. Qualified stated interest on the
Senior Secured Notes is % per annum. To the extent that the stated interest
of % that accrues beginning , 1999 exceeds qualified stated interest,
such excess will be included in the Senior Secured Notes' stated redemption
price at maturity.

TAXATION OF ORIGINAL ISSUE DISCOUNT ON THE SENIOR SECURED NOTES

Each holder of a Senior Secured Note will be required to include in gross
income (as interest) an amount equal to the sum of the "daily portions" of the
original issue discount on the Senior Secured Notes for each day such holder
holds a Senior Secured Note. The daily portions of original issue discount
required to be included in a holder's gross income will be determined on a
constant yield basis by allocating to each day during the taxable year in which
the holder holds the Senior Secured Notes a pro rata portion of the original
issue discount thereon which is attributable to the "accrual period." The amount
of the original issue discount attributable to each accrual period will be the
product of the "adjusted issue price" of the Senior Secured Notes at the
beginning of such accrual period multiplied by the "yield to maturity" of the
Senior Secured Notes, less the amount of any qualified stated interest allocable
to the accrual period. Appropriate adjustments will be made in computing the
amount of original issue discount attributable to the initial accrual period.
The adjusted issue price of the Senior Secured Notes at the beginning of the
first accrual

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<PAGE>
period is the issue price. Thereafter, the adjusted issue price of a Senior
Secured Note is the issue price of the Senior Secured Note plus the aggregate
amount of original issue discount that accrued in all prior accrual periods, and
less any payments (other than payments of qualified stated interest) on the
Senior Secured Note. The yield to maturity of a Senior Secured Note will be the
discount rate that, when used to compute the present value (on a semi-annual
compounded basis) of all principal and interest payments to be made under a
Senior Secured Note, produces a present value equal to the issue price of the
Senior Secured Note.

The "accrual periods" of a Senior Secured Note (other than the initial
accrual period) are each of the six-month periods during the term of the Senior
Secured Note that end on and of each year.

TAXATION OF QUALIFIED STATED INTEREST ON THE SENIOR SECURED NOTES

Absent some special circumstance that may be particular to a holder,
qualified stated interest paid on a Senior Secured Note will be taxable to a
holder as ordinary interest income at the time it accrues or is received, in
accordance with the holder's regular method of accounting for Federal income tax
purposes.

The Company will furnish annually to certain record holders of the Senior
Secured Notes and to the IRS information with respect to original issue discount
accruing during the calendar year (as well as qualified stated interest paid
during that year) as may be required under applicable regulations.

EFFECT OF MANDATORY REPURCHASE AND OPTIONAL REDEMPTION ON ORIGINAL ISSUE
DISCOUNT OF THE SENIOR SECURED NOTES

In the event the Company is required to make a Change of Control Offer, each
holder may require the Company to repurchase such holder's Senior Secured Notes
in accordance with such Offer. In addition, in the event of an Asset Sale the
Company may be required to make an offer (the "Asset Sale Offer") to purchase
the Senior Secured Notes. Treasury Regulations contain special rules for
calculating the yield to maturity and maturity on a note in the event the debt
instrument provides for a contingency that could result in the acceleration or
deferral of one or more payments. Further, Treasury Regulations contain special
rules for determining the yield to maturity or maturity of a debt instrument if
either the holder or the issuer has an option to defer or accelerate payments.
Because neither of these rules apply by reason of a Change of Control Offer or
an Asset Sale Offer, the Company has no present intention of treating such
repurchase provisions of the Senior Secured Notes as affecting the computation
of the yield to maturity or maturity date of any Senior Secured Notes.

The Company may redeem the Senior Secured Notes, in whole or part, at any
time on or after 1999. The Company may also redeem a limited portion of
the Senior Secured Notes (up to $ million principal amount at maturity) prior
to 1997, in connection with one or more Public Equity Offerings following
which there is a Public Market. Treasury Regulations set forth special rules,
relating to the determination of yield to maturity and maturity, for a debt
instrument that may be redeemed prior to its stated maturity date at the option
of the issuer. These rules should not apply to a debt instrument, and, hence,
should not affect the determination of the yield to maturity or the maturity
date of such debt instrument, unless the issuer's exercise of its redemption
rights would reduce the yield to maturity on such instrument. The Company's
exercise of either of these redemption rights would not reduce the yield to
maturity on the Senior Secured Notes; therefore the special option rules will
not apply to the Senior Secured Notes.

SALE OR OTHER TAXABLE DISPOSITION OF THE SENIOR SECURED NOTES

The sale or other taxable disposition of a Senior Secured Note will result
in the recognition of gain or loss to the holder in an amount equal to the
difference between (a) the amount of cash and fair market value of property
received (except to the extent attributable to the payment of accrued qualified
stated interest) in exchange therefor and (b) the holder's adjusted tax basis in
such Senior Secured Note.

A holder's initial tax basis in a Senior Secured Note purchased by such
holder will be equal to the portion of the issue price of the Units allocable to
the Senior Secured Notes, as discussed above. The holder's initial tax basis in
a Senior Secured Note will be increased by the amount of original issue discount

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<PAGE>
included in gross income with respect to such Senior Secured Note to the date of
disposition and decreased by the amount of payments (other than payments of
qualified stated interest) with respect to such Senior Secured Note.

Any gain or loss on the sale or other taxable disposition of a Senior
Secured Note will be capital gain or loss, assuming a purchaser of the Senior
Secured Note holds such security as a "capital asset" (generally property held
for investment) within the meaning of Section 1221 of the Code. Any capital gain
or loss will be long-term capital gain or loss if the Senior Secured Note had
been held for more than one year and otherwise will be short-term capital gain
or loss. Payments on such disposition for accrued qualified stated interest not
previously included in income will be treated as ordinary interest income.

SALE OR OTHER TAXABLE DISPOSITION OF WARRANTS

The sale or other taxable disposition of a Warrant (other than as a result
of a Repurchase Event, as discussed below) will result in the recognition of
gain or loss to the holder in an amount equal to the difference between (a) the
amount of cash and fair market value of property received in exchange therefor
and (b) the holder's adjusted tax basis in the Warrant, which will equal the
amount of the issue price of the Units that is properly allocable to the
Warrants as described above. Any gain or loss from the sale or other disposition
of a Warrant will be a capital gain or loss if the Warrant is held as a capital
asset within the meaning of Section 1221 of the Code. Any such capital gain or
loss will be long-term capital gain or loss if the Warrant had been held for
more than one year and otherwise will be short-term capital gain or loss. A
purchase by the Company of a Warrant pursuant to a Repurchase Event in which the
Company elects to repurchase the Warrant may give rise to ordinary income,
depending on the application of certain rules under the Code relating to whether
stock redemptions result in dividend/ordinary income treatment.

As a general rule, no gain or loss will be recognized to a holder upon the
exercise of a Warrant. The tax basis of a share of Common Stock so acquired will
be equal to the sum of the holder's adjusted tax basis in the exercised Warrant
and the exercise price, but the holding period of such share will not include
the holding period of the Warrant exercised.

Under Section 305 of the Code, adjustments to the exercise price of the
Warrants which occur under certain circumstances, or the failure to make such
adjustments, may result in a deemed dividend to holders of Common Stock, which
will be taxable to holders to the same extent as would an actual dividend.

Upon expiration of a Warrant, a holder will recognize a loss equal to such
holder's adjusted tax basis in the Warrant. If the Common Stock issuable upon
exercise of the Warrant would have been a capital asset of the holder if
acquired by the holder, such loss will be a capital loss.

PURCHASERS OF SENIOR SECURED NOTES AT OTHER THAN ORIGINAL ISSUANCE PRICE OR DATE

The foregoing does not discuss special rules which may affect the treatment
of purchasers that acquire Senior Secured Notes either (a) other than at the
time of original issuance or (b) at the time of original issuance other than at
the issue price, including those provisions of the Code relating to the
treatment of "market discount", "acquisition premium" and "amortizable bond
premium." Such purchasers should consult their tax advisors as to the
consequences to them of the acquisition, ownership, and disposition of the
Senior Secured Notes and the Warrants.

BACKUP WITHHOLDING

The backup withholding rules require a payor to deduct and withhold a tax if
(a) the payee fails to furnish a taxpayer identification number ("TIN") to the
payor, (b) the IRS notifies the payor that the TIN furnished by the payee is
incorrect, (c) the payee has failed to report properly the receipt of
"reportable payments" and the IRS has notified the payor that withholding is
required, or (d) there has been a failure of the payee to certify under the
penalty of perjury that a payee is not subject to withholding under section 3406
of the Code. As a result, if any one of the events discussed above occurs with
respect to a holder of Senior Secured Notes, the Company, its paying agent or
other withholding agent will be required to withhold a tax equal to 31% of any
"reportable payment" made in connection with the Senior Secured Notes of such
holder. A "reportable payment" includes, among other things, amounts paid in
respect of interest or original issue discount and amounts paid through brokers
in retirement of securities. Any amounts withheld from a

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<PAGE>
payment to a holder under the backup withholding rules will be allowed as a
refund or credit against such holder's federal income tax, provided that the
required information is furnished to the IRS. Certain holders (including, among
others, corporations and certain tax-exempt organizations) are not subject to
the backup withholding and, as discussed above, information reporting
requirements.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES TO THE COMPANY AND TO CORPORATE HOLDERS
OF SENIOR SECURED NOTES

The Senior Secured Notes will constitute "applicable high yield discount
obligations" ("AHYDOs") if (i) the yield to maturity of such Senior Secured
Notes is equal to or greater than the sum of the relevant applicable federal
rate (the "AFR") plus five percentage points, and (ii) such notes have
"significant original discount." The relevant AFR for debt instruments issued in
June 1994 is 7.38%. If the Senior Secured Notes constitute AHYDOs, the Company
will not be entitled to deduct original issue discount that accrues with respect
to such Senior Secured Notes until amounts attributable to original issue
discount are paid, although the tax consequences to holders will not be
affected. In addition, if the yield to maturity of the Senior Secured Notes
exceeds the sum of the relevant AFR plus six percentage points (the "Excess
Yield"), the "disqualified portion" of the original issue discount accruing on
the Senior Secured Notes will be characterized as a non-deductible dividend with
respect to the Company and also may be treated as a dividend distribution solely
for purposes of the dividends received deduction of Sections 243, 246 and 246A
of the Code with respect to holders which are corporations. In general, the
"disqualified portion" of original issue discount for any accrual period will be
equal to the product of (i) a percentage determined by dividing the Excess Yield
by the yield to maturity, and (ii) the original issue discount for the accrual
period. Assuming a corporate holder satisfies the requirements of Sections 243,
246 and 246A of the Code (which include a holding period requirement and a debt
financing limitation), such a holder will be entitled to a dividends received
deduction (generally at a 70% rate) with respect to the disqualified portion of
the accrued original issue discount if the Company has sufficient current or
accumulated "earnings and profits". To the extent that the Company's earnings
and profits are insufficient, any portion of the original issue discount that
otherwise would have been recharacterized as a dividend for purposes of the
dividends received deduction will continue to be taxed as ordinary original
issue discount income in accordance with the rules described above.

DESCRIPTION OF OTHER INDEBTEDNESS

NEW CREDIT FACILITY

The Company expects to enter into a New Credit Facility contemporaneously
with the consummation of this Offering. The following is a brief description of
certain terms the Company expects the New Credit Facility will contain, based on
the commitment letter it has received from its lender. This summary is qualified
in its entirety by reference to the credit agreement governing the New Credit
Facility (the "Credit Agreement"). Capitalized terms used in this section and
not otherwise defined have the meanings ascribed thereto in the Credit
Agreement.

The New Credit Facility will be provided by Continental Bank, N.A. ("CBNA")
as agent. The Credit Agreement will provide for maximum borrowings under a
revolving credit line of $15 million, with available borrowings determined as
follows: (i) up to 85% of eligible accounts receivable with eligibility
determined by CBNA; (ii) up to 60% of eligible inventory; (iii) for the months
of August through January, an additional seasonal overadvance of $3.0 million,
but with inventory advances plus the seasonal overadvance not to exceed 80% of
eligible inventory. All current assets of the Company (i.e., inventory and
receivables) and a negative pledge on fixed assets will secure the Company's
obligations under the New Credit Facility.

INTEREST AND FEES. Amounts borrowed under the revolving credit line will
bear interest at either (i) 1.0% over CBNA's Reference Rate per annum (as
defined), or, at the Company's option, (ii) 2.5% over the LIBOR rate.

The Company will be required to pay a commitment fee of .375% per annum on
the unused portion of the New Credit Facility. The Company will be required to
pay a fee of 1% of the total New Credit Facility payable at the closing.

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PRINCIPAL REPAYMENTS. The New Credit Facility will mature on or about July
1, 1997.

FINANCIAL COVENANTS. Under the Credit Agreement, the Company will be
subject to certain financial covenants, including financial covenants related to
(i) interest coverage, (ii) minimum tangible net worth, (iii) the ratio of
liabilities to net worth, and (iv) maximum capital expenditures. In addition,
the Credit Agreement will provide a number of other affirmative and negative
covenants.

EVENTS OF DEFAULT. The Credit Agreement will contain usual and customary
provisions specifying various events that shall be events of default and will
include cross default and cross acceleration provisions to all material
indebtedness of the Company, including the Senior Secured Notes.

2007 9% SUBORDINATED DEBENTURES

The following is a brief description of certain terms contained in the
Company's indenture, as such indenture has been amended, for the 2007 9%
Subordinated Debentures and is qualified in its entirety by reference to the
indenture, as amended. Capitalized terms used in this section and not otherwise
defined have the meanings ascribed thereto in the indenture, as amended

Pursuant to an indenture dated June 7, 1983, as amended by the First
Supplemental Indenture dated December 13, 1989, the Company is indebted to the
holders of $25.9 principal amount of debentures due in 2007. The Company will
repurchase approximately $13.7 million principal amount of these debentures,
$4.7 million of which will be repurchased from Mr. Plaster, with the proceeds of
this Offering. See "Use of Proceeds" and "Certain Relationships and Related
Transactions." The 2007 9% Subordinated Debentures represent general unsecured
obligations of the Company and rank junior in right of payment to all Senior
Indebtedness (as defined) of the Company, including the Senior Secured Notes.

The 2007 9% Subordinated Debentures mature on December 31, 2007, unless
redeemed before such date. The 2007 9% Subordinated Debentures bear interest at
the rate of 9% per annum payable semi-annually on December 31 and June 30 of
each year.

The 2007 9% Subordinated Debentures are subject to redemption at any time,
in whole or in part, at the option of the Company, at a redemption price,
beginning January 1, 1993, of 100% of the principal amount thereof, plus accrued
and unpaid interest. The Company is required to redeem $1.37 million principal
amount 2007 9% Subordinated Debentures commencing December 31, 1993 and on each
December 31 thereafter, at 100% of the principal amount thereof plus accrued and
unpaid interest. The repurchase of $13.7 million principal amount of these
debentures will satisfy the Company's sinking fund obligation through 2004.

The 2007 9% Subordinated Debenture indenture contains a number of covenants,
including affirmative covenants relating to maintenances of offices or agency,
maintenance of corporate existence, and other matters.

Events of default under the indenture for the 2007 9% Subordinated
Debentures include: (i) failure to pay any interest on any debenture when due
and the continuance of such failure for a period of 30 days; (ii) failure to pay
the principal or any premium, on any debenture when due whether at maturity or
upon redemption by declaration or otherwise, including any Sinking Fund (as
defined) payment; (iii) failure to perform or breach of the covenants or
agreements on the part of the Company contained in the debenture or in the
indenture and the continuance of such failure for a period of 60 days following
written notice of such failure; or (iv) certain events of bankruptcy or
insolvency.

THE UNDERWRITER

Under the terms and subject to the conditions in an Underwriting Agreement
dated the date hereof, Morgan Stanley & Co. Incorporated (the "Underwriter") has
agreed to purchase, and the Company has agreed to sell to the Underwriter, the
Units.

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The Underwriting Agreement provides that the obligation of the Underwriter
to pay for and accept delivery of the Units is subject to the approval of
certain legal matters by its counsel and to certain other conditions. The
Underwriter is obligated to take and pay for all the Units if any are taken.

The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.

The Underwriter proposes to offer part of the Units directly to the public
initially at the public offering price set forth on the cover page hereof and
part to certain dealers at a price that represents a concession not in excess of
% of the principal amount at maturity of the Units. The Underwriter may
allow, and such dealers may reallow, a concession not in excess of % of the
principal amount at maturity of the Units to certain other dealers.

The Company does not intend to apply for listing of the Units, the Senior
Secured Notes, the Warrants or the Common Stock on a national securities
exchange, but has been advised by the Underwriter that it presently intends to
make a market in the Units, the Senior Secured Notes, and the Warrants, as
permitted by applicable laws and regulations. The Underwriter is not obligated,
however, to make a market in the Units, the Senior Secured Notes or the Warrants
and any such market making may be discontinued at any time at the sole
discretion of the Underwriter. Accordingly, no assurance can be given as to the
liquidity of, or trading markets for, the Units, the Senior Secured Notes and
the Warrants. See "Risk Factors -- Absence of Public Market."

LEGAL MATTERS

The validity of the issuance of the Units offered hereby will be passed upon
for the Company by Wilmer, Cutler & Pickering, Washington, D.C. Certain legal
matters with respect to the Offering will be passed upon for the Underwriter by
Skadden, Arps, Slate, Meagher & Flom, New York, New York.

EXPERTS

The consolidated financial statements and the related schedules of Empire
Gas included in this Prospectus and the Registration Statement have been
examined by Baird, Kurtz, & Dobson, independent public accountants, for the
periods indicated in its reports thereon which appear elsewhere herein and in
the Registration Statement. The consolidated financial statements and schedules
examined by Baird, Kurtz & Dobson have been included in reliance on its reports
given on its authority as experts in accounting and auditing.

AVAILABLE INFORMATION

Empire Gas and the Guarantors have filed with the Securities and Exchange
Commission (the "Commission") in Washington, D.C. a Registration Statement on
Form S-1 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Units offered hereby. This Prospectus does not contain all
of the information set forth in the Registration Statement as permitted by the
rules and regulations of the Commission. For further information pertaining to
the Company and the Units offered hereby, reference is made to the Registration
Statement and the exhibits and schedules filed as a part thereof. Statements
contained in this Prospectus as to the contents of any contract or any other
document referred to are not necessarily complete, and, with respect to any
contract or other document filed as an exhibit to the Registration Statement,
each such statement is qualified in all respects by reference to such exhibit.

The Company is not currently subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act"). As a result of the
Offering, the Company will become subject to such requirements, and in
accordance therewith will file periodic reports and other information with the
Commission. Empire Gas Operating Corporation (formerly Empire Gas Corporation),
a subsidiary of the Company, is currently subject to the informational
requirements of the Exchange Act, and in accordance therewith, files periodic
reports and other information with the Commission and with the Pacific Stock
Exchange. The Registration Statement and the exhibits and schedules thereto,
filed by Empire Gas Operating Corporation

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as well as the reports and information filed by the Company under the Exchange
Act, may be inspected and copied at the public reference facilities of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, or at
its regional offices located at Suite 1400, Citicorp Center, 500 West Madison
Street, Chicago, Illinois 60661-2511 and Suite 1300, 7 World Trade Center, New
York, New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Such reports and other information concerning the
Company can also be inspected at the Pacific Stock Exchange, 301 Pine Street,
San Francisco, California.

The Indenture requires the Company to file with the Commission annual
reports containing consolidated financial statements and the related report of
independent public accountants and quarterly reports containing unaudited
consolidated financial statements for the first three quarters of each fiscal
year for so long as any Senior Secured Notes are outstanding.

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<PAGE>
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
EMPIRE GAS CORPORATION

HISTORICAL:

Report of Independent Accountants.......................................... F-2
Consolidated Balance Sheets as of June 30, 1992 and 1993 and
as of March 31, 1994 (unaudited).......................................... F-3
Consolidated Statements of Operations for the Years Ended
June 30, 1991, 1992, and 1993 and for the Nine Months Ended
March 31, 1993 and 1994 (unaudited)....................................... F-4
Consolidated Statements of Stockholders' Equity for the Years
June 30, 1991, 1992, and 1993 and for the Nine Months
Ended March 31, 1994 (unaudited).......................................... F-5
Consolidated Statements of Cash Flows for the Years Ended
June 30, 1991, 1992, and 1993 and for the
Nine Months Ended March 31, 1993 and 1994 (unaudited)..................... F-6
Notes to Consolidated Financial Statements................................. F-7

PSNC PROPANE CORPORATION

Report of Independent Accountants.......................................... F-17
Balance Sheets as of June 30, 1993
and as of March 31, 1994 (unaudited)...................................... F-18
Statements of Income for the Year Ended June 30, 1993
and for the Nine Months Ended March 31, 1994 (unaudited).................. F-19
Statements of Stockholder's Equity for the Year Ended June 30, 1993
and for the Nine Months Ended March 31, 1994 (unaudited).................. F-20
Statements of Cash Flows for the Year Ended June 30, 1993
and for the Nine Months Ended March 31, 1994 (unaudited).................. F-21
Notes to Financial Statements.............................................. F-22

PRO FORMA:

Unaudited Pro Forma Income Statements of PSNC Propane
Corporation (PSNC) for the Year Ended June 30,
1993, Nine Months Ended March 31, 1994, and
Twelve Months Ended March 31, 1994........................................ P-1

Unaudited Pro Forma Balance Sheet of PSNC Propane
Corporation (PSNC) as of March 31, 1994................................... P-7
</TABLE>

F-1
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT

Board of Directors and Stockholders
Empire Gas Corporation
Lebanon, Missouri

We have audited the accompanying consolidated balance sheets of EMPIRE GAS
CORPORATION (FORMERLY EMPIRE GAS ACQUISITION CORPORATION) as of June 30, 1993
and 1992, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the three years in the period ended June 30,
1993. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
EMPIRE GAS CORPORATION as of June 30, 1993 and 1992, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended June 30, 1993, in conformity with generally accepted accounting
principles.

BAIRD KURTZ & DOBSON

Springfield, Missouri
July 30, 1993

F-2
<PAGE>
EMPIRE GAS CORPORATION
(FORMERLY EMPIRE GAS ACQUISITION CORPORATION)

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
JUNE 30,
--------------------
1992 1993
--------- --------- MARCH 31,
------------
1994
------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash............................................................. $ 216 $ 362 $ 183
Trade receivables, less allowance for doubtful accounts; June 30,
1992 - $2,720, June 30, 1993 - $2,657, March 31, 1994 - $2,953
(NOTE 3)........................................................ 6,508 8,199 15,072
Inventories (NOTE 3)............................................. 7,913 9,691 9,313
Prepaid expenses................................................. 629 305 299
Deferred income taxes (NOTE 4)................................... -- -- 408
--------- --------- ------------
Total Current Assets........................................... 15,266 18,557 25,275
--------- --------- ------------
PROPERTY AND EQUIPMENT, At Cost (NOTE 3)
Land and buildings............................................... 11,821 12,215 12,626
Storage and consumer service facilities.......................... 113,450 113,821 114,973
Transportation, office and other equipment....................... 24,245 25,550 27,668
--------- --------- ------------
149,516 151,586 155,267
Less accumulated depreciation.................................... 34,055 41,906 47,429
--------- --------- ------------
115,461 109,680 107,838
--------- --------- ------------
OTHER ASSETS
Debt acquisition costs, net of amortization...................... -- 475 446
Excess of cost over fair value of net assets acquired, at
amortized cost.................................................. 20,212 18,834 17,870
Other............................................................ 532 474 764
--------- --------- ------------
20,744 19,783 19,080
--------- --------- ------------
$ 151,471 $ 148,020 $ 152,193
--------- --------- ------------
--------- --------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt (NOTE 3).................... $ 16,590 $ 5,181 $ 6,135
Accounts payable................................................. 5,341 4,485 3,823
Accrued salaries................................................. 1,574 1,573 2,970
Accrued expenses................................................. 2,612 2,193 3,792
Income taxes payable (NOTE 9).................................... 3,094 165 3,822
--------- --------- ------------
Total Current Liabilities.................................... 29,211 13,597 20,542
--------- --------- ------------
LONG-TERM DEBT (NOTE 3)............................................ 59,372 74,068 66,696
--------- --------- ------------
DUE TO RELATED PARTY (NOTES 2 AND 3)............................... 2,996 -- --
--------- --------- ------------
DEFERRED INCOME TAXES (NOTE 4)..................................... 33,428 32,568 31,214
--------- --------- ------------
ACCRUED SELF INSURANCE LIABILITY (NOTE 8).......................... 1,563 1,874 2,039
--------- --------- ------------
STOCKHOLDERS' EQUITY...............................................
Common; $.001 par value; authorized 20,000,000 shares; issued
and outstanding June 30, 1992 - 13,921,458 shares, June 30,
1993 and March 31, 1994 - 13,832,270 shares................... 14 14 14
Additional paid-in capital..................................... 27,133 27,088 27,088
Retained earnings (deficit).................................... (2,118) 110 5,899
--------- --------- ------------
25,029 27,212 33,001
Treasury stock, at cost June 30, 1992 - 39,367 shares, June 30,
1993 and March 31, 1994 - 329,500 shares...................... (128) (1,299) (1,299)
--------- --------- ------------
24,901 25,913 31,702
--------- --------- ------------
$ 151,471 $ 148,020 $ 152,193
--------- --------- ------------
--------- --------- ------------
</TABLE>

See Notes to Consolidated Financial Statements

F-3
<PAGE>
EMPIRE GAS CORPORATION
(FORMERLY EMPIRE GAS ACQUISITION CORPORATION)
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED JUNE 30, MARCH 31,
---------------------------------- ----------------------
1991 1992 1993 1993 1994
---------- ---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING REVENUE.................................... $ 121,758 $ 112,080 $ 128,401 $ 111,332 $ 110,108
COST OF PRODUCT SOLD................................. 59,971 50,973 60,202 52,807 50,770
---------- ---------- ---------- ---------- ----------
GROSS PROFIT......................................... 61,787 61,107 68,199 58,525 59,338
---------- ---------- ---------- ---------- ----------
OPERATING COSTS AND EXPENSES
Provision for doubtful accounts.................... 2,828 214 958 298 413
General and administrative......................... 41,594 39,463 40,437 31,351 32,359
Rent expense to related party (NOTE 2)............. 350 375 450 337 337
Depreciation and amortization...................... 9,552 10,062 10,351 7,672 7,494
---------- ---------- ---------- ---------- ----------
54,324 50,114 52,196 39,658 40,603
---------- ---------- ---------- ---------- ----------
OPERATING INCOME..................................... 7,463 10,993 16,003 18,867 18,735
---------- ---------- ---------- ---------- ----------
OTHER EXPENSE
Interest expense................................... (11,455) (10,406) (8,877) (6,873) (6,446)
Interest expense to related party
(NOTES 2 AND 3).................................. (583) (315) (949) (668) --
Amortization of debt discount and expense.......... (890) (1,006) (1,686) (1,167) (1,396)
Crested Butte litigation (NOTE 8).................. (702) -- -- -- --
Merger proposal costs (NOTE 5)..................... -- (450) -- -- --
Restructuring proposal costs (NOTE 6).............. -- -- (223) -- (674)
---------- ---------- ---------- ---------- ----------
(13,630) (12,177) (11,735) (8,708) (8,516)
---------- ---------- ---------- ---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES.................... (6,167) (1,184) 4,268 10,159 10,219
PROVISION (CREDIT) FOR INCOME TAXES (NOTE 4)......... (1,610) 290 2,040 4,230 4,430
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS).................................... $ (4,557) $ (1,474) $ 2,228 $ 5,929 $ 5,789
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
INCOME (LOSS) PER COMMON SHARE (NOTE 1).............. $ (.33) $ (.11) $ .16 $ .41 $ .40
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
</TABLE>

See Notes to Consolidated Financial Statements

F-4
<PAGE>
EMPIRE GAS CORPORATION
(FORMERLY EMPIRE GAS ACQUISITION CORPORATION)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
ADDITIONAL RETAINED TOTAL
PAID-IN EARNINGS TREASURY STOCKHOLDERS'
COMMON STOCK CAPITAL (DEFICIT) STOCK EQUITY
------------- ----------- ----------- --------- ------------
<S> <C> <C> <C> <C> <C>
BALANCE, JUNE 30, 1990................................. $ 14 $ 27,105 $ 3,913 $ (50) $ 30,982
STOCK OPTIONS EXERCISED................................ -- 13 -- -- 13
NET LOSS............................................... -- -- (4,557) -- (4,557)
--- ----------- ----------- --------- ------------
BALANCE, JUNE 30, 1991................................. 14 27,118 (644) (50) 26,438
STOCK OPTIONS EXERCISED................................ -- 15 -- -- 15
PURCHASE OF TREASURY STOCK............................. -- -- -- (78) (78)
NET LOSS............................................... -- -- (1,474) -- (1,474)
--- ----------- ----------- --------- ------------
BALANCE, JUNE 30, 1992................................. 14 27,133 (2,118) (128) 24,901
STOCK OPTIONS EXERCISED................................ -- 225 -- -- 225
NET INCOME............................................. -- -- 2,228 -- 2,228
SALE OF TREASURY STOCK................................. -- (270) -- 270 --
PURCHASE OF TREASURY STOCK............................. -- -- -- (1,441) (1,441)
--- ----------- ----------- --------- ------------
BALANCE, JUNE 30, 1993................................. 14 27,088 110 (1,299) 25,913
NET INCOME (UNAUDITED)................................. -- -- 5,789 -- 5,789
--- ----------- ----------- --------- ------------
BALANCE, MARCH 31, 1994 (UNAUDITED).................... $ 14 $ 27,088 $ 5,899 $ (1,299) $ 31,702
--- ----------- ----------- --------- ------------
--- ----------- ----------- --------- ------------
</TABLE>

See Notes to Consolidated Financial Statements

F-5
<PAGE>
EMPIRE GAS CORPORATION
(FORMERLY EMPIRE GAS ACQUISITION CORPORATION)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED JUNE 30, MARCH 31,
--------------------------------- --------------------
1991 1992 1993 1993 1994
--------- --------- ----------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss).................................... $ (4,557) $ (1,474) $ 2,228 $ 5,929 $ 5,789
Items not requiring (providing) cash:
Depreciation....................................... 8,263 8,789 9,004 6,663 6,496
Amortization....................................... 2,179 2,279 3,033 2,107 2,394
(Gain) loss on sale of assets...................... 252 (758) 155 (162) 3
Deferred income taxes.............................. (2,210) (810) (860) (571) (1,762)
Changes in:
Bank overdraft..................................... (872) -- -- -- --
Trade receivables.................................. 1,360 32 (1,691) (9,393) (6,873)
Inventories........................................ (1,074) (300) (1,886) (1,251) 378
Accounts payable................................... 1,418 246 (856) (247) (662)
Accrued expenses and self insurance................ (560) 1,772 (3,158) 1,828 6,768
Prepaid expenses and other......................... 348 224 272 (350) (218)
--------- --------- ----------- --------- ---------
Net cash provided by operating activities........ 4,547 10,000 6,241 4,553 12,313
--------- --------- ----------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of assets......................... 497 3,062 1,088 360 153
Purchases of property and equipment.................. (8,629) (6,601) (4,358) (3,098) (4,721)
--------- --------- ----------- --------- ---------
Net cash used in investing activities............ (8,132) (3,539) (3,270) (2,738) (4,568)
--------- --------- ----------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in working capital financing..... 3,500 3,400 (1,875) (200) (3,800)
Increase in notes payable to related party........... 1,498 554 -- 45 --
Principal payments on notes payable to related
party............................................... (1,116) (3,310) (2,996) -- --
Principal payments on acquisition credit facility.... -- (6,750) (13,250) -- --
Principal payments on other long-term debt........... (195) (191) (182) (134) (162)
Debenture sinking fund payments...................... -- -- (528) (528) (2,012)
Purchase of debentures from employee benefit plan.... -- -- (778) -- --
Proceeds from issuance of term credit facility....... -- -- 18,000 -- --
Principal payments on term credit facility........... -- -- -- -- (1,950)
Stock options exercised.............................. 13 15 173 163 --
Purchase of treasury stock........................... -- (78) (1,441) (142) --
Sale of treasury stock............................... -- -- 52 52 --
--------- --------- ----------- --------- ---------
Net cash provided by (used in) financing
activities...................................... $ 3,700 $ (6,360) $ (2,825) $ (744) $ (7,924)
--------- --------- ----------- --------- ---------
INCREASE (DECREASE) IN CASH............................ $ 115 $ 101 $ 146 $ 1,071 $ (179)
CASH, BEGINNING OF PERIOD.............................. -- 115 216 216 362
--------- --------- ----------- --------- ---------
CASH, END OF PERIOD.................................... $ 115 $ 216 $ 362 $ 1,287 $ 183
--------- --------- ----------- --------- ---------
--------- --------- ----------- --------- ---------
</TABLE>

See Notes to Consolidated Financial Statements

F-6
<PAGE>
EMPIRE GAS CORPORATION
(Formerly Empire Gas Acquisition Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three Years Ended June 30, 1991, 1992 and 1993
and for the Nine Months Ended March 31, 1993 and 1994 (Unaudited)

NOTE 1 : ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

The Company's principal operations are the sale of LP gas at retail and
wholesale. Most of the Company's customers are owners of residential single or
multi-family dwellings who make periodic purchases on credit. Such customers are
located throughout the United States with the larger number concentrated in the
central and southeastern states and along the Pacific coast. The Company was
formed in September 1988 to acquire 100% of the stock of Empire Gas Operating
Corporation (formerly Empire Gas Corporation) in a transaction which was
accounted for by the purchase method of accounting. At acquisition date, asset
and liability values were recorded at their market values with respect to the
purchase price.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Empire Gas
Corporation and its subsidiaries. All significant intercompany transactions and
balances have been eliminated in consolidation.

UNAUDITED INTERIM FINANCIAL STATEMENTS

In the opinion of Management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly Empire
Gas Corporation's consolidated financial position as of December 31, 1993, and
the related consolidated results of its operations and cash flows for the
six-month periods ended December 31, 1992 and 1993. All such adjustments are of
a normal recurring nature.

The results of operations for the nine-month period ended March 31, 1994,
are not necessarily indicative of the results to be expected for the full year
due to the seasonal nature of the Company's business.

REVENUE RECOGNITION POLICY

Sales and related cost of product sold are recognized upon delivery of the
product or service.

INVENTORIES

Inventories are valued at the lower of cost or market. Cost is determined by
the first-in, first-out method for retail operations and specific identification
method for wholesale operations. At June 30 the inventories were:

<TABLE>
<CAPTION>
1992 1993
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Gas and other petroleum products................ $ 3,199 $ 4,279
Gas distribution parts, appliances and
equipment...................................... 4,714 5,412
--------- ---------
$ 7,913 $ 9,691
--------- ---------
--------- ---------
</TABLE>

PROPERTY AND EQUIPMENT

Depreciation is provided on all property and equipment on the straight-line
method over estimated useful lives of 5 to 33 years.

INCOME TAXES

Deferred tax liabilities and assets are recognized for the tax effects of
differences between the financial statement and tax bases of assets and
liabilities. A valuation allowance is established to reduce deferred tax assets
if it is more likely than not that a deferred tax asset will not be realized.

F-7
<PAGE>
EMPIRE GAS CORPORATION
(FORMERLY EMPIRE GAS ACQUISITION CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE YEARS ENDED JUNE 30, 1991, 1992 AND 1993
AND FOR THE NINE MONTHS ENDED MARCH 31, 1993 AND 1994 (UNAUDITED)

NOTE 1 : ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
RECLASSIFICATION

Certain reclassifications have been made to the 1992 and 1991 financial
statements to conform to the 1993 financial statement presentation. These
reclassifications had no effect on net earnings.

AMORTIZATION

The debt acquisition costs related to the revolving credit facility and term
credit facility (originally $525,000) are being amortized over five years.

Amortization of discounts on debentures (Note 3) is on the effective
interest, bonds outstanding method.

The excess of cost over fair value of net assets acquired (originally
$25,600,000) is being amortized on the straight-line basis over 20 years.

INCOME PER COMMON SHARE

Income per common share is computed by dividing net income by the weighted
average number of common shares and, except where anti-dilutive, common share
equivalents outstanding, if any. The weighted average number of common shares
outstanding used in the computation of earnings per share was 13,881,091,
13,885,087, and 14,055,407 for each of the fiscal years ended June 30, 1991,
1992, and 1993, respectively.

NOTE 2 : RELATED PARTY TRANSACTIONS
During each of the last three years, the Company has periodically borrowed
funds from an officer of the Company who is also a principal shareholder (the
"Shareholder") of the Company and from individuals and corporations related to
the Shareholder. The Company had no outstanding borrowings from this related
party at June 30, 1993. The amounts of outstanding borrowings from this related
party at June 30, 1991 and 1992, were $5,753,000 and $2,996,000, respectively.
The maximum amounts borrowed from this related party except for the November
1992 agreement described below during the years ended June 30, 1991, 1992 and
1993, were $5,928,000, $5,753,000 and $3,000,000, respectively. The interest
rate on these borrowings was equal to or below the rates available through the
working capital facility. Interest expense incurred on these related party
borrowings was $583,000, $315,000 and $200,000, for the years ended June 30,
1991, 1992 and 1993, respectively. During November 1992 the Shareholder loaned
under a separate agreement $13.25 million to the Company to repay the
acquisition credit facility (see Note 3). Interest expense incurred on this
related party borrowing for the year ended June 30, 1993, was $749,000. In June
1993, all outstanding borrowings from the Shareholder were repaid using the
proceeds from the new term credit facility.

The Company provides data processing, office rent and other clerical
services to two corporations principally owned by certain officers and
shareholders of the Company and is currently being reimbursed $7,000 per month
for these services.

The Company leases a jet aircraft and an airport hanger from a corporation
owned by the Shareholder. The lease requires annual rent payments of $100,000
beginning April 1, 1992, for a period of eight years. In addition to direct
lease payments, the Company is also responsible for the operating costs of the
aircraft and the hanger. During the years ended June 30, 1992 and 1993, the
Company paid direct rent of $25,000 and $100,000, respectively.

F-8
<PAGE>
EMPIRE GAS CORPORATION
(FORMERLY EMPIRE GAS ACQUISITION CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE YEARS ENDED JUNE 30, 1991, 1992 AND 1993
AND FOR THE NINE MONTHS ENDED MARCH 31, 1993 AND 1994 (UNAUDITED)

NOTE 2 : RELATED PARTY TRANSACTIONS (CONTINUED)
The Company paid $150,000 in each of the three years ended June 30, 1993, to
a corporation owned by the Shareholder pursuant to an agreement providing the
Company the right to use business guest facilities owned by the corporation.

The Company has entered into a lease agreement with a corporation which is
principally owned by the Shareholder for the corporate home office, land,
buildings and equipment. The lease was extended in 1991 for a term of ten years,
with two three-year renewal options. The Company paid $200,000 during each of
the three years ended June 30, 1993, related to this lease.

NOTE 3 : LONG-TERM DEBT

Long-term debt (in thousands) consisted of:

<TABLE>
<CAPTION>
JUNE 30,
-------------------- MARCH 31,
1992 1993 1994
--------- --------- ------------
<S> <C> <C> <C>
(UNAUDITED)
Acquisition credit facility (A)......................... $ 13,250 $ -- $ --
Working capital facility (B)............................ 8,700 -- --
Term credit facility (C)................................ -- 18,000 16,050
Revolving credit facility (C)........................... -- 7,300 3,500
9% Convertible Subordinated Debentures,
due 1998 (D)........................................... 17,539 17,767 17,125
9% Subordinated Debentures, due 2007 (E)................ 16,040 15,691 16,097
12% Senior Subordinated Debentures,
due 2002 (F)........................................... 19,121 19,361 18,891
Purchase contract obligations (G)....................... 1,312 1,130 1,168
--------- --------- ------------
75,962 79,249 72,831
Less current maturities................................. 16,590 5,181 6,135
--------- --------- ------------
$ 59,372 $ 74,068 $ 66,696
--------- --------- ------------
--------- --------- ------------
<FN>
- ---------

(A) The acquisition credit agreement to which substantially all the Company's
assets were pledged bore interest at 14 1/2%.
In November 1992 the principal shareholder of the Company, referred to in
Note 2 as the Shareholder, loaned $13.25 million to the Company. The
proceeds were used by the Company to repay the acquisition credit facility.
The loan was secured by substantially all of the assets of the Company on
an equal basis with the working capital facility. The loan had interest at
10% per annum. This loan was repaid in June 1993, with the proceeds from
the new term credit facility.

(B) The Company's working capital facility, under which substantially all the
Company's assets were pledged, provided for borrowings up to $20 million
and bore interest at 1% over prime. The agreement provided for a commitment
fee of 1/2% per annum of the unadvanced portion of the commitment. This
loan was repaid in June 1993 with the proceeds from the new term and
revolving credit facilities.
</TABLE>

F-9
<PAGE>
EMPIRE GAS CORPORATION
(FORMERLY EMPIRE GAS ACQUISITION CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE YEARS ENDED JUNE 30, 1991, 1992 AND 1993
AND FOR THE NINE MONTHS ENDED MARCH 31, 1993 AND 1994 (UNAUDITED)

NOTE 3 : LONG-TERM DEBT (CONTINUED)
<TABLE>
<S> <C>
At June 30, 1992, the Company was in default of the working capital ratio
covenant and a covenant
requiring minimum consolidated operating cash flow. The lenders waived the
noncompliance with these covenants.

(C) The term credit facility and revolving credit facility are provided to the
Company by the same lender under one agreement. In June 1993 the proceeds
from these new loans were used to repay the $13.25 million loan from
Shareholder, working capital facility and other outstanding borrowings to
Shareholder. Substantially all of the Company's assets are pledged to the
agreement which contains working capital, debt and certain dividend
restrictions. These dividend restrictions prohibit the Company from paying
common stock cash dividends. The term credit facility bears interest at
either 1.125% over prime or 2.625% over the Eurodollar rate. The effective
interest rates at June 30, 1993 and March 31, 1994, are approximately 6.2%
and 6.1% respectively. The agreement requires quarterly principal payments
of $650,000.
The revolving credit facility provides for borrowings up to $22 million and
bears interest at either 1 % over prime or 2.5 % over the Eurodollar rate.
The effective interest rates at June 30, 1993 and March 31, 1994 are
approximately 6.2% and 7.0% respectively. The agreement provides for a
commitment fee of .5% per annum of the unadvanced portion of the
commitment. The Company's unused revolving credit line amounted to
$13,448,000 at June 30, 1993, after considering $1,252,000 of letters of
credit. At December 31, 1993, the Company was in default of the
consolidated working capital covenant. The lender waived the noncompliance
with this covenant.

(D) The convertible debentures issued in January 1981 were convertible into
common stock at a rate equal to $10.31 of principal amount for each share
of common stock through December 1989. In December 1989 the Company
executed a supplemental indenture for the convertible debentures. The
supplemental indenture provides that the holder of each convertible
debenture now has, in lieu of the right to convert each debenture into
common stock, the right to convert each debenture into the right to receive
$3.75 cash for each $10.31 face amount of debentures. The debentures mature
in 1998, and at maturity an 8% premium of the outstanding principal amount
will be paid. Such premium is being accrued over the term to maturity. The
debentures are redeemable at the Company's option, as a whole or in part,
at 100% of the principal amount plus accrued interest to the redemption
date, on any date prior to maturity. A sinking fund payment sufficient to
retire $1,250,000 of principal is required annually on each December 31.
The original principal amount of debentures outstanding ($21,854,000) was
adjusted to market value (effective interest rate of 14.5%) in October
1988, in accordance with the purchase method of accounting. The discount on
these debentures is being amortized over the remaining life of the
debentures using the effective interest, bonds outstanding method. The face
value of debentures outstanding at June 30, 1993, is $21,230,000.

(E) The debentures, issued June 1983, are redeemable at the Company's option,
as a whole or in part, at par value. Annual sinking fund payments
sufficient to retire $1,366,000 of principal outstanding are required on
each December 31.
The original principal amount of debentures issued ($27,313,000) was
adjusted to market value (effective interest rate of 16.5%) in October
1988, in accordance with the purchase method of accounting.
</TABLE>

F-10
<PAGE>
EMPIRE GAS CORPORATION
(FORMERLY EMPIRE GAS ACQUISITION CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE YEARS ENDED JUNE 30, 1991, 1992 AND 1993
AND FOR THE NINE MONTHS ENDED MARCH 31, 1993 AND 1994 (UNAUDITED)

NOTE 3 : LONG-TERM DEBT (CONTINUED)
<TABLE>
<S> <C>
The discount on these debentures is being amortized over the remaining life
of the debentures using the effective interest, bonds outstanding method.
The face value of debentures outstanding at June 30, 1993, is $26,037,000.

(F) The debentures, issued April 1986, are redeemable at the Company's option,
as a whole or in part, at 100% of the principal amount plus accrued
interest to the redemption date, on any date prior to maturity. Annual
sinking fund payments sufficient to retire $690,000 of principal
outstanding, are required beginning March 31, 1994.
The original principal amount of debentures issued ($23,000,000) was
adjusted to market value (effective interest rate of 15.0%) in October
1988, in accordance with the purchase method of accounting. The discount on
the debentures is being amortized over the remaining life of the debentures
using the effective interest, bonds outstanding method. The face value of
debentures outstanding at June 30, 1993, is $22,998,000.

(G) Purchase contract obligations arise from the purchase of operating
businesses and are collateralized by the equipment and real estate acquired
in the respective acquisitions. At June 30, 1992 and 1993, these
obligations carried interest rates from 7.5% to 10% and are due
periodically through 1999.
</TABLE>

Aggregate annual maturities and sinking fund requirements (in thousands) of
the long-term debt outstanding at June 30, 1993, are:

<TABLE>
<S> <C>
1994............................................................ $ 5,181
1995............................................................ 6,027
1996............................................................ 6,025
1997............................................................ 5,973
1998............................................................ 18,469
Thereafter...................................................... 37,574
---------
$ 79,249
---------
---------
</TABLE>

F-11
<PAGE>
EMPIRE GAS CORPORATION
(FORMERLY EMPIRE GAS ACQUISITION CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE YEARS ENDED JUNE 30, 1991, 1992 AND 1993
AND FOR THE NINE MONTHS ENDED MARCH 31, 1993 AND 1994 (UNAUDITED)

NOTE 4 : INCOME TAXES
Components of income tax expense (benefit) are as follows:

<TABLE>
<CAPTION>
CURRENT DEFERRED
----------- ---------
(IN THOUSANDS)
<S> <C> <C>
YEAR ENDED JUNE 30, 1991
Tax expense (benefit) before application of tax credits $ 241 $ (1,851)
Alternative minimum tax 359 (359)
----------- ---------
Tax expense (benefit) $ 600 $ (2,210)
----------- ---------
----------- ---------
YEAR ENDED JUNE 30, 1992
Tax expense (benefit) before application of tax credits $ 954 $ (664)
Alternative minimum tax 146 (146)
----------- ---------
Tax expense (benefit) $ 1,100 $ (810)
----------- ---------
----------- ---------
YEAR ENDED JUNE 30, 1993
Tax expense (benefit) before application of tax credits $ 3,548 $ (1,508)
Alternative minimum tax credit (648) 648
----------- ---------
Tax expense (benefit) $ 2,900 $ (860)
----------- ---------
----------- ---------
</TABLE>

Principal items making up the deferred income tax provisions are as follows:

<TABLE>
<CAPTION>
1991 1992 1993
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Depreciation and asset dispositions................................... $ (942) $ (1,332) $ (1,439)
Amortization of 1981 debenture costs.................................. (130) (190) (284)
Allowance for doubtful accounts....................................... (564) -- 23
Accrued expenses...................................................... (201) 936 147
Alternative minimum tax............................................... (359) (146) 648
Other................................................................. (14) (78) 45
--------- --------- ---------
$ (2,210) $ (810) $ (860)
--------- --------- ---------
--------- --------- ---------
</TABLE>

Reconciliation of the statutory federal income tax rate to the effective tax
rate as a percent of pretax financial income is as follows:

<TABLE>
<CAPTION>
1991 1992 1993
----------- ----------- -----------
<S> <C> <C> <C>
Statutory tax rate................................................... (34.0)% (34.0)% 34.0%
State income taxes, net of federal income tax benefits............... 2.1 13.9 4.8
Amortization of excess of cost over fair value of net assets
acquired............................................................ 6.3 32.5 9.0
Unamortized excess of cost over fair value of assets sold............ -- 5.7 .9
Other tax accruals................................................... (.5) 6.4 (.9)
----------- ----------- ---
Effective tax rate............................................. (26.1)% 24.5 % 47.8%
----------- ----------- ---
----------- ----------- ---
</TABLE>

F-12
<PAGE>
EMPIRE GAS CORPORATION
(FORMERLY EMPIRE GAS ACQUISITION CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE YEARS ENDED JUNE 30, 1991, 1992 AND 1993
AND FOR THE NINE MONTHS ENDED MARCH 31, 1993 AND 1994 (UNAUDITED)

NOTE 4 : INCOME TAXES (CONTINUED)
CHANGE IN ACCOUNTING PRINCIPLE

Effective July 1, 1993, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS
109). As a result of the change, there was no effect on income tax expense and
the effect on current-noncurrent classification of deferred assets and
liabilities was not material.

Prior to July 1, 1993, deferred taxes were determined using the Statement of
Financial Accounting Standards No. 96.

Deferred tax balances at July 1, 1993, consisted of:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
Deferred Tax Assets
Allowance for doubtful accounts............................................................... $ 1,016
Accounts receivable advance collections....................................................... 182
Self insurance liabilities and contingencies.................................................. 1,474
1981 debenture premium........................................................................ 403
--------------
3,075
--------------

Deferred Tax Liabilities
Accumulated depreciation...................................................................... (33,975)
1981 debenture discount....................................................................... (1,668)
--------------
(35,643)
--------------
Net Deferred Tax Liability.................................................................... $ (32,568)
--------------
--------------
</TABLE>

NOTE 5 : MERGER PROPOSAL COSTS
During the year ended June 30, 1992, the Company submitted a proposal to
acquire a large competitor in the propane business after incurring due diligence
costs including professional fees and out-of-pocket expenses in connection with
the proposed acquisition. The Company abandoned the proposal and expensed the
related $450,000 of costs in 1992.

NOTE 6 : RESTRUCTURING PROPOSAL COSTS
During the year ended June 30, 1993, the Company was considering proposals
to restructure the debt and equity of the Company. The Company abandoned the
proposal and expensed the related $223,000 of costs in 1993.

NOTE 7 : EMPLOYEE BENEFIT PLANS
The Company had a qualified profit-sharing plan which covered substantially
all full-time employees under which annual Company contributions were determined
by the Board of Directors. No contributions to the plan were made in the past
six fiscal years.

F-13
<PAGE>
EMPIRE GAS CORPORATION
(FORMERLY EMPIRE GAS ACQUISITION CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE YEARS ENDED JUNE 30, 1991, 1992 AND 1993
AND FOR THE NINE MONTHS ENDED MARCH 31, 1993 AND 1994 (UNAUDITED)

NOTE 7 : EMPLOYEE BENEFIT PLANS (CONTINUED)
The Company had an employee stock bonus plan which covered substantially all
full-time employees under which no contributions to the plan were made in fiscal
years ended June 30, 1992 and 1993. The annual Company contribution was $100,000
in the year ended June 30, 1991, as determined by the Board of Directors.

In April 1992 the Company's Board of Directors voted to terminate both
employee benefit plans effective June 30, 1992. Applications for a Determination
Upon Plan Termination were filed with the Internal Revenue Service (IRS) and
were approved in December 1992. The Company liquidated the plans' assets and
paid out the plans' funds to participants on March 31, 1993. The Company
purchased from the plans the Company's common stock for $1.3 million and Company
debentures for $.8 million.

NOTE 8 : SELF INSURANCE AND RELATED CONTINGENCIES
Under the Company's current insurance program, coverage for comprehensive
general liability and vehicle liability is obtained for catastrophic exposures
as well as those risks required to be insured by law or contract. The Company
retains a significant portion of certain expected losses related primarily to
comprehensive general liability and vehicle liability. Under these current
insurance programs, the Company self-insures the first $500,000 of coverage (per
incident). The Company obtains excess coverage from carriers for these programs
on claims-made basis policies. The excess coverage for comprehensive general
liability provides a loss limitation that limits the Company's aggregate of
self-insured losses to $1 million per policy period. The aggregate cost of
obtaining this excess coverage from carriers for the years ended June 30, 1991,
1992 and 1993, was $961,000, $1,222,000 and $1,441,000, respectively.

For the policy periods July 1, 1989 through December 30, 1989, and December
31, 1989 through June 30, 1991, the Company has incurred aggregate comprehensive
general liability losses in excess of the policies' $1 million loss limit.
Additional losses (except for punitive damages), if any, are insured by the
excess carrier and should not result in additional expense to the Company. As of
June 30, 1993, the Company has not exceeded the $1 million loss limit for the
comprehensive general liability policy periods July 1, 1991 through June 30,
1992, and July l, 1992 through June 30, 1993.

Provisions for self-insured losses are recorded based upon the Company's
estimates of the aggregate self-insured liability for claims incurred. A summary
of the self-insurance liability, general and vehicle liability (in thousands)
for the years ended June 30, 1991, 1992 and 1993, are:

<TABLE>
<CAPTION>
BEGINNING SELF
SELF SELF INSURED ENDING SELF
INSURANCE INSURANCE CLAIMS INSURANCE
LIABILITY EXPENSES PAID LIABILITY
----------- ----------- --------- -----------
<S> <C> <C> <C> <C>
June 30, 1991........... $ 2,070 $ 2,701 $ 2,533 $ 2,238
June 30, 1992........... $ 2,238 $ 1,764 $ 1,336 $ 2,666
June 30, 1993........... $ 2,666 $ 1,148 $ 1,480 $ 2,334
</TABLE>

The ending accrued liability for each period includes $500,000 for incurred
but not reported claims. The current portion of the ending liability of
$350,000, $1,103,000 and $460,000 at June 30, 1991, 1992 and 1993, respectively,
is included in accrued expenses in the consolidated balance sheets. The
noncurrent portion at the end of each period is included in accrued
self-insurance liability.

In November 1991 and February 1992, jury verdicts including compensatory and
punitive damages were returned in favor of numerous plaintiffs in claims filed
against the Company resulting from an explosion in

F-14
<PAGE>
EMPIRE GAS CORPORATION
(FORMERLY EMPIRE GAS ACQUISITION CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE YEARS ENDED JUNE 30, 1991, 1992 AND 1993
AND FOR THE NINE MONTHS ENDED MARCH 31, 1993 AND 1994 (UNAUDITED)

NOTE 8 : SELF INSURANCE AND RELATED CONTINGENCIES (CONTINUED)
Crested Butte, Colorado, during 1990. All of the compensatory damage awards were
settled by the Company's insurance carrier in 1992. The Company paid $300,000 in
October 1992 to settle all the remaining punitive damage awards which were
accrued at June 30, 1991.

The Company and its subsidiaries are also defendants in various other
lawsuits related to the self-insurance program which are not expected to have a
material adverse effect on the Company's financial position or results of
operations.

During the years ended June 30, 1991, 1992 and 1993, the Company had
obtained workers' compensation coverage from carriers and state insurance pools
at annual costs of $810,000, $733,000 and $1,743,000, respectively. Effective
July 1, 1993, the Company changed its policy so that it will self-insure the
first $500,000 of workers' compensation coverage (per incident). The Company
will purchase excess coverage from carriers for workers' compensation claims in
excess of the self-insured coverage. Provisions for losses expected under this
program will be recorded based upon the Company's estimates of the aggregate
liability for claims incurred. The Company will provide letters of credit
aggregating approximately $2.3 million in connection with this program of which
$582,000 was already provided at June 30, 1993.

Interim accruals for the costs of excess coverages, general liability,
vehicle liability and workers' compensation are based on an estimate of the
related annual costs compared to the estimated total gallons of propane to be
sold during the same period. Presently, the resulting accrual rate of expense
recognizing these costs is 3.5 cents per gallon sold.

The Company currently self insures health benefits provided to the employees
of the Company and its subsidiaries. Provisions for losses expected under this
program are recorded based upon the Company's estimate of the aggregate
liability for claims incurred. The aggregate cost of providing the health
benefits was $1,151,000, $1,011,000 and $873,000 for the years ended June 30,
1991, 1992 and 1993, respectively.

NOTE 9 : LITIGATION CONTINGENCIES

The Company's federal income tax returns for the fiscal years 1979 and 1980
were audited by the Internal Revenue Service (IRS). Income tax due as a result
of these audits was initially assessed at approximately $2,030,000. Because of
subsequent reversals of the timing differences created by the IRS audits and net
operating loss carrybacks, the tax assessed was reduced to approximately
$640,000 at June 30, 1983, which was paid during the year ended June 30, 1989.

At June 30, 1983, the amount of compounded accrued interest on the unpaid
income tax assessments was approximately $850,000. The total unpaid assessments,
which included income taxes and accrued interest, continued to accrue additional
compounding interest at approximate average interest rates of 11% until June 30,
1989. When the income taxes were paid in 1989, the amount of interest accrued
was approximately $2,050,000. The Company continued to accrue compounding
interest during settlement discussions with the IRS until $2.4 million in
interest was paid during August 1992 to settle all outstanding federal tax
audits.

The last federal income tax return audited by the IRS was for fiscal year
1987. The Company has no federal income tax audits in process at June 30, 1993.

The Company and its subsidiaries are also defendants in various state income
tax audits and other business-related lawsuits which are not expected to have a
material adverse effect on the Company's financial position or results of
operations.

F-15
<PAGE>
EMPIRE GAS CORPORATION
(FORMERLY EMPIRE GAS ACQUISITION CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE YEARS ENDED JUNE 30, 1991, 1992 AND 1993
AND FOR THE NINE MONTHS ENDED MARCH 31, 1993 AND 1994 (UNAUDITED)

NOTE 10 : STOCK OPTIONS

The table below summarizes transactions under the Company's stock option
plan:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OPTION PRICE
----------- ----------------
<S> <C> <C>
Balance June 30, 1990.................................... 495,737 $ .377 - $1.50
Exercised.............................................. (11,858) .377 - 1.50
-----------
Balance June 30, 1991.................................... 483,879 .377 - 1.50
Exercised.............................................. (15,950) .377 - 1.50
-----------
Balance June 30, 1992.................................... 467,929 .377 - 1.50
Exercised.............................................. (338,679) .377 - 1.50
-----------
Balance June 30, 1993.................................... 129,250 1.12 - 1.50
-----------
-----------
</TABLE>

NOTE 11 : SUBSEQUENT EVENT
The Company is considering an exchange of assets and liabilities of
approximately 133 retail subsidiaries plus other non-retail assets for
12,004,430 shares of Company Common Stock, at a fair value of $84,031,000. The
proposed shares of stock being redeemed are principally held by the Shareholder
described in Note 2. In connection with this transaction, the Company will issue
approximately $122 million of new debentures (with expected proceeds before
expenses of approximately $100 million) which will be used to retire
approximately $72 million of existing debt. The remaining net proceeds will be
used to finance an acquisition, repurchase common shares for cash and for
working capital.

NOTE 12 : ADDITIONAL CASH FLOW INFORMATION (IN THOUSANDS)

<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
------------------------------- --------------------
1991 1992 1993 1993 1994
--------- --------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
NONCASH INVESTING AND FINANCING ACTIVITIES
Mortgage obligations incurred on property and
equipment purchases.................................. $ 184 $ 102 -- -- $ 200

Short-term note payable issued for the repurchase of
debentures from the employee benefit plan............ -- -- -- $ 778 --

Short-term note payable issued for the purchase of
Company stock from the employee benefit plan......... -- -- -- $ 1,299 --

ADDITIONAL CASH PAYMENT INFORMATION
Interest paid......................................... $ 11,880 $ 11,213 $ 12,185 $ 9,543 $ 6,043
Income taxes paid (net of refunds).................... $ 1,328 $ (441) $ 3,434 $ 2,384 $ 2,529
</TABLE>

F-16
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT

Board of Directors and Stockholder
PSNC Propane Corporation
Gastonia, North Carolina

We have audited the accompanying balance sheet of PSNC PROPANE CORPORATION
(A WHOLLY-OWNED SUBSIDIARY OF PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INC.) as
of June 30, 1993, and the related statements of income, stockholder's equity and
cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of PSNC PROPANE CORPORATION as
of June 30, 1993, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

BAIRD, KURTZ & DOBSON

Springfield, Missouri
May 27, 1994

F-17
<PAGE>
PSNC PROPANE CORPORATION

BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
ASSETS

<TABLE>
<CAPTION>
JUNE 30,
1993
--------- MARCH 31,
1994
-----------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents............................................................... $ 1,466 $ 1,094
Trade receivables, less allowance for doubtful accounts; June 30, 1993 -- $160, March
31, 1994 -- $184....................................................................... 512 1,180
Inventories............................................................................. 1,322 700
Prepaid expenses........................................................................ 147 119
Refundable income taxes................................................................. 100 --
Deferred income taxes (NOTE 3).......................................................... 434 434
--------- -----------
Total Current Assets.................................................................. 3,981 3,527
--------- -----------
PROPERTY AND EQUIPMENT, At Cost
Land and buildings...................................................................... 1,123 1,109
Storage and consumer service facilities................................................. 9,292 9,255
Transportation, office and other equipment.............................................. 2,354 2,419
--------- -----------
12,769 12,783
Less accumulated depreciation........................................................... 3,443 3,904
--------- -----------
9,326 8,879
--------- -----------
OTHER ASSETS.............................................................................. 432 296
--------- -----------
$ 13,739 $ 12,702
--------- -----------
--------- -----------

LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable........................................................................ $ 570 $ 329
Accrued expenses........................................................................ 292 149
Income taxes payable.................................................................... -- 328
Due to related party (NOTE 2)........................................................... 375 462
Advances from related party (NOTE 2).................................................... 9,063 6,813
Cash deposit (NOTE 6)................................................................... -- 250
--------- -----------
Total Current Liabilities............................................................. 10,300 8,331
--------- -----------
DEFERRED INCOME TAXES (NOTE 3)............................................................ 2,188 2,289
--------- -----------
STOCKHOLDER'S EQUITY
Common stock; $1 par value; authorized 100,000 shares; issued and outstanding 500
shares................................................................................. 1 1
Retained earnings....................................................................... 1,250 2,081
--------- -----------
1,251 2,082
--------- -----------
$ 13,739 $ 12,702
--------- -----------
--------- -----------
</TABLE>

See Notes to Financial Statements

F-18
<PAGE>
PSNC PROPANE CORPORATION
STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEAR
ENDED
JUNE 30,
1993
--------- NINE MONTHS NINE MONTHS
ENDED ENDED
MARCH 31, MARCH 31,
1993 1994
------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
OPERATING REVENUE......................................................... $ 9,587 $ 8,515 $ 9,526
COST OF PRODUCTS SOLD..................................................... 4,643 4,136 4,663
--------- ------------ ------------
GROSS PROFIT.............................................................. 4,944 4,379 4,863
--------- ------------ ------------
OPERATING EXPENSES
Provision for doubtful accounts......................................... 30 24 34
General and administrative.............................................. 3,770 2,869 2,752
Rent expense to related party (NOTE 2).................................. 68 51 53
Depreciation and amortization........................................... 975 724 692
--------- ------------ ------------
4,843 3,668 3,531
--------- ------------ ------------
OPERATING INCOME.......................................................... 101 711 1,332
INTEREST INCOME........................................................... 61 46 27
--------- ------------ ------------
INCOME BEFORE INCOME TAXES................................................ 162 757 1,359
PROVISION FOR INCOME TAXES (NOTE 3)....................................... 63 301 528
--------- ------------ ------------
NET INCOME................................................................ $ 99 $ 456 $ 831
--------- ------------ ------------
--------- ------------ ------------
INCOME PER COMMON SHARE (NOTE 1).......................................... $ 198 $ 912 $ 1,662
--------- ------------ ------------
--------- ------------ ------------
</TABLE>

See Notes to Financial Statements

F-19
<PAGE>
PSNC PROPANE CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
TOTAL
RETAINED STOCKHOLDER'S
COMMON STOCK EARNINGS EQUITY
--------------- ----------------- -------------
<S> <C> <C> <C>
BALANCE,
JUNE 30, 1992................................................. $ 1 $ 1,151 $ 1,152
NET INCOME...................................................... 99 99
------ ------ ------
BALANCE,
JUNE 30, 1993................................................. 1 1,250 1,251
NET INCOME (UNAUDITED).......................................... 831 831
------ ------ ------
BALANCE,
MARCH 31, 1994 (UNAUDITED).................................... $ 1 $ 2,081 $ 2,082
------ ------ ------
------ ------ ------
</TABLE>

See Notes to Financial Statements

F-20
<PAGE>
PSNC PROPANE CORPORATION
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR
ENDED
JUNE 30,
1993
----------- NINE NINE
MONTHS ENDED MONTHS ENDED
MARCH 31, 1993 MARCH 31, 1994
--------------- ---------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income............................................................ $ 99 $ 456 $ 831
Items not requiring cash:
Depreciation........................................................ 778 586 568
Amortization........................................................ 197 138 124
Deferred income taxes............................................... 166 (192) 101
Loss on sale of assets.............................................. 26 -- 20
Changes in:
Trade receivables................................................... (60) (949) (668)
Inventories......................................................... (971) (92) 622
Accounts payable.................................................... 455 (8) (241)
Accrued expenses.................................................... 174 510 372
Prepaid expenses and other.......................................... (89) (10) 290
----------- ------ ------
Net cash provided by operating activities......................... 775 439 2,019
----------- ------ ------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of assets.......................................... 384 297 145
Purchases of property and equipment................................... (722) (554) (286)
----------- ------ ------
Net cash used in investing activities............................. (338) (257) (141)
----------- ------ ------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of related party advances.................................. (1,222) (1,001) (2,250)
----------- ------ ------
Net cash used in financing activities............................. (1,222) (1,001) (2,250)
----------- ------ ------
DECREASE IN CASH AND CASH EQUIVALENTS................................... (785) (819) (372)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.......................... 2,251 2,251 1,466
----------- ------ ------
CASH AND CASH EQUIVALENTS, END OF PERIOD................................ $ 1,466 $ 1,432 $ 1,094
----------- ------ ------
----------- ------ ------
</TABLE>

See Notes to Financial Statements

F-21
<PAGE>
PSNC PROPANE CORPORATION

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED JUNE 30, 1993 AND
NINE MONTHS ENDED MARCH 31, 1994 (UNAUDITED)

NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

UNAUDITED INTERIM FINANCIAL STATEMENTS

In the opinion of management, the accompanying unaudited financial
statements contain all adjustments necessary to present fairly PSNC Propane
Corporation's financial position as of March 31, 1994, and the related results
of its operations and cash flows for the nine-month period ended March 31, 1994.
All such adjustments are of a normal recurring nature.

REVENUE RECOGNITION

Sales and related cost of products sold are recognized upon delivery of the
product or service.

INVENTORIES

Inventories are valued at the lower of cost or market. Cost is determined by
the first-in, first-out method. At June 30, 1993, the inventories (in thousands)
were:

<TABLE>
<S> <C>
Gas and other petroleum products............................ $ 1,074
Gas distribution parts, appliances and equipment............ 248
---------
$ 1,322
---------
---------
</TABLE>

PROPERTY AND EQUIPMENT

Depreciation is provided on all property and equipment on the straight-line
method over estimated useful lives of 4 to 30 years.

INCOME TAXES

The Company files consolidated income tax returns with its parent, PSC.
Income taxes resulting from the consolidated returns are allocated to PSNC
Propane Corporation and subsidiaries based upon the separate-return method.

EARNINGS PER COMMON SHARE

Earnings per common share are computed by dividing net income by the
weighted average number of common shares and, except where anti-dilutive, common
share equivalents outstanding, if any. The weighted average number of common
shares outstanding used in the computation of earnings per share was 500 for the
fiscal year ended June 30, 1993.

F-22
<PAGE>
PSNC PROPANE CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED JUNE 30, 1993 AND
NINE MONTHS ENDED MARCH 31, 1994 (UNAUDITED)

NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
AMORTIZATION

Noncompete agreements, included in other assets, are amortized on a
straight-line basis over the life of the agreement, which is generally 60
months.

CASH EQUIVALENTS

The Company considers all liquid investments with original maturities of
three months or less to be cash equivalents. At June 30, 1993, cash equivalents
consisted primarily of a repuchase account.

NOTE 2: RELATED PARTY TRANSACTIONS
The Company rents three of its offices under operating leases with PSC. The
leases required aggregate monthly rent payments of $5,900. During the year ended
June 30, 1993, the Company paid direct rents of $67,880.

At June 30, 1993, the Company had outstanding amounts due to PSC of $375,000
for Company payroll and other expenses paid by the parent which are generally
repaid within 60 days. The Company also had at June 30, 1993, outstanding
advances of $9,063,000 which were used to finance acquisitions and working
capital needs of the Company. Payment of advances are subject to a subordination
agreement for the holders of certain PSC debentures.

PSC provides payroll processing services to the Company and is currently
being reimbursed $4 per employee per month for these services. Included in 1993
PSC payroll charges are $26,000 allocated to the Company for payroll paid to PSC
administrative staff.

NOTE 3: INCOME TAXES
The provision for income taxes includes these components:

<TABLE>
<S> <C>
Taxes currently refundable............................... $(103,000)
Deferred income taxes.................................... 166,000
---------
$ 63,000
---------
---------
</TABLE>

The tax effects of temporary differences related to deferred taxes shown on
the balance sheet were:

<TABLE>
<S> <C>
Deferred tax assets:
Allowance for doubtful accounts...................... $ 65,000
Inventory overhead costs capitalized for tax
purposes............................................ 151,000
Pension costs paid deductible in the future.......... 218,000
------------
434,000
Deferred tax liabilities:
Accumulated depreciation............................. (2,188,000)
------------
Net deferred tax liability......................... $ (1,754,000)
------------
------------
</TABLE>

The above net deferred tax liability is presented on the balance sheet as
follows:

<TABLE>
<S> <C>
Deferred tax asset -- current.......................... $ 434,000
Deferred tax liability -- long term.................... (2,188,000)
------------
Net deferred tax liability......................... $ (1,754,000)
------------
------------
</TABLE>

F-23
<PAGE>
PSNC PROPANE CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED JUNE 30, 1993 AND
NINE MONTHS ENDED MARCH 31, 1994 (UNAUDITED)

NOTE 3: INCOME TAXES (CONTINUED)
A reconciliation of income tax expense at the statutory rate to the
Company's actual income tax expense is shown below:

<TABLE>
<S> <C>
Computed at the statutory rate 34%......................... $ 55,000
Increase resulting from:
Nondeductible travel costs............................... 1,000
State income taxes -- net of federal tax benefit......... 7,000
---------
Actual tax provision....................................... $ 63,000
---------
---------
</TABLE>

NOTE 4: PENSION AND 401(K) SAVINGS PLAN

PENSION PLAN

The Company participates in the noncontributory defined benefit pension plan
provided by PSC. The plan covers all employees of the Company who meet the
eligibility requirements. To be eligible, an employee must be 21 years of age
and have completed one year of continuous service. The plan provides benefits
based upon the career earnings of each participant, subject to certain
reductions if the employee retires before reaching age 65.

401(K) SAVINGS PLAN

The Company participates in the Savings Plan provided by PSC. The Plan
covers all employees of the Company who meet certain eligibility requirements.
To be eligible, an employee must be 21 years of age and have one year of
continuous service. The Company matches a portion of employee contributions made
to the Plan, subject to certain limitations.

Net pension and 401(k) savings plan expense for the Company's employees
participating in the plans, as allocated by PSC to the Company, was $164,000 for
the year ended June 30, 1993.

NOTE 5: SELF-INSURANCE AND LITIGATION CONTINGENCIES
Under the Company's current insurance program, coverage for comprehensive
general liability, workers' compensation and vehicle liability is obtained for
catastrophic exposures as well as those risks required to be insured by law or
contract. The Company retains a significant portion of certain expected losses
related primarily to comprehensive general liability, workers' compensation and
vehicle liability. Under these current insurance programs, the Company
self-insures the first $200,000 of coverage (per incident). The Company obtains
excess coverage from carriers for these programs on claims-made basis policies.
The aggregate cost of obtaining this excess coverage as a subsidiary under PSC's
insurance policies for the year ended June 30, 1993, was approximately $51,000.

The Company is a defendant in various lawsuits related to the self-insurance
program and other business-related lawsuits which are not expected to have a
material adverse effect on the Company's financial position or results of
operations.

The last PSC consolidated federal income tax audit, which included the
Company as a subsidiary, was for 1991. There are no federal income tax audits in
process at June 30, 1993.

NOTE 6: SUBSEQUENT EVENT

SALE OF COMPANY

In January 1994 the Company entered into an agreement with Empire Gas
Corporation (EGC) to sell the Company's entire operations to EGC. The agreement
provides for the sale of all property and equipment for $12 million plus the
respective values for inventory and accounts receivable at closing. EGC paid a

F-24
<PAGE>
PSNC PROPANE CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED JUNE 30, 1993 AND
NINE MONTHS ENDED MARCH 31, 1994 (UNAUDITED)

NOTE 6: SUBSEQUENT EVENT (CONTINUED)
nonrefundable cash deposit of $250,000 in February 1994 under the agreement. In
May 1994, EGC obtained an extension of the closing date which can be no later
than June 30, 1994. For this extension, EGC paid an additional nonrefundable
cash deposit of $250,000.

NOTE 7: ADDITIONAL CASH FLOW INFORMATION

ADDITIONAL CASH PAYMENT INFORMATION

<TABLE>
<CAPTION>
JUNE 30,
1993
----------- MARCH 31,
1994
---------------
(UNAUDITED)
<S> <C> <C>
Income taxes paid (net of refunds).................... $ (222,000) $ --
</TABLE>

F-25
<PAGE>
UNAUDITED PRO FORMA INCOME STATEMENTS OF PSNC PROPANE CORPORATION (PSNC)
FOR THE YEAR ENDED JUNE 30, 1993, NINE MONTHS ENDED
MARCH 31, 1994, AND TWELVE MONTHS ENDED MARCH 31, 1994

The following unaudited income statements show the results of PSNC and the
pro forma effects of purchase accounting adjustments in connection with the
acquisition of PSNC by EGC as if the acquisition had been consummated as of July
1, 1992. The unaudited pro forma results are not necessarily indicative of the
actual results that would have occurred had the acquisition been consummated as
of July 1, 1992, or of the future operations of the Company.

The pro forma statements of operations reflect reductions in salaries and
other expenses related to the corporate headquarters of PSNC. EGC intends to
eliminate all employees of the corporate headquarters because it currently is
providing these services to its other subsidiaries through its existing home
office. In addition to eliminating salaries and other expenses related to the
corporate headquarters, EGC intends to eliminate certain guaranteed overtime
policies, courier services, answering services, dedicated computer lines,
vehicle expenses and advertising costs which will not be necessary to operate
PSNC as a subsidiary of EGC. No adjustments were made for any increases in cost
required by the addition of PSNC.

P-1
<PAGE>
PSNC PROPANE CORPORATION
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, 1993
-------------------------------------
PURCHASE
PSNC ACCOUNTING
PROPANE ADJUSTMENTS PRO FORMA
CORPORATION ------------- ---------
-----------
(UNAUDITED)
<S> <C> <C> <C>
OPERATING REVENUE.......................................................... $ 9,587 $ $ 9,587
COST OF PRODUCT SOLD....................................................... 4,643 4,643
----------- ---------
GROSS PROFIT............................................................... 4,944 4,944
----------- ---------
OPERATING COSTS AND EXPENSES
Provision for doubtful accounts.......................................... 30 30
General and administrative............................................... 3,838 (1,219)(1) 2,619
Depreciation and amortization............................................ 975 83(2) 1,058
----------- ------------- ---------
4,843 (1,136) 3,707
----------- ------------- ---------
OPERATING INCOME........................................................... 101 1,136 1,237
----------- ------------- ---------
OTHER INCOME (EXPENSE)
Interest income (expense)................................................ 61 (1,125)(3) (1,064)
Amortization of debt discount and expense................................ -- (423)(4) (423)
----------- ------------- ---------
61 (1,548) (1,487)
----------- ------------- ---------
INCOME (LOSS) BEFORE INCOME TAXES.......................................... 162 (412) (250)
PROVISION (CREDIT) FOR INCOME TAXES........................................ 63 (163)(5) (100)
----------- ------------- ---------
NET INCOME (LOSS).......................................................... $ 99 $ (249) $ (150)
----------- ------------- ---------
----------- ------------- ---------
</TABLE>

P-2
<PAGE>
PSNC PROPANE CORPORATION
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS ENDED MARCH 31, 1994
-------------------------------------
PURCHASE
PSNC ACCOUNTING
PROPANE ADJUSTMENTS PRO FORMA
CORPORATION ------------- ---------
-----------
(UNAUDITED)
<S> <C> <C> <C>
OPERATING REVENUE.......................................................... $ 9,526 $ $ 9,526
COST OF PRODUCT SOLD....................................................... 4,663 4,663
----------- ---------
GROSS PROFIT............................................................... 4,863 4,863
----------- ---------
OPERATING COSTS AND EXPENSES
Provision for doubtful accounts.......................................... 34 34
General and administrative............................................... 2,805 (911) 1,894
Depreciation and amortization............................................ 692 86 778
----------- ------------- ---------
3,531 (825) 2,706
----------- ------------- ---------
OPERATING INCOME........................................................... 1,332 825 2,157
----------- ------------- ---------
OTHER INCOME (EXPENSE)
Interest income (expense)................................................ 27 (828) (801)
Amortization of debt discount and expense................................ -- (353) (353)
----------- ------------- ---------
27 (1,181) (1,154)
----------- ------------- ---------
INCOME BEFORE INCOME TAXES................................................. 1,359 (356) 1,003
PROVISION FOR INCOME TAXES................................................. 528 (138) 390
----------- ------------- ---------
NET INCOME................................................................. $ 831 $ (218) $ 613
----------- ------------- ---------
----------- ------------- ---------
</TABLE>

P-3
<PAGE>
PSNC PROPANE CORPORATION
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
MARCH 31, 1994
-------------------------------------
PURCHASE
ACCOUNTING
PSNC ADJUSTMENTS PRO FORMA
PROPANE ------------- ---------
CORPORATION
-----------
(UNAUDITED)
<S> <C> <C> <C>
OPERATING REVENUE........................................................ $ 10,605 $ $ 10,605
COST OF PRODUCT SOLD..................................................... 5,164 5,164
----------- ---------
GROSS PROFIT............................................................. 5,441 5,441
----------- ---------
OPERATING COSTS AND EXPENSES
Provision for doubtful accounts........................................ 40 40
General and administrative............................................. 3,685 (1,194) 2,491
Depreciation and amortization.......................................... 933 106 1,039
----------- ------------- ---------
4,658 (1,088) 3,570
----------- ------------- ---------
OPERATING INCOME......................................................... 783 1,088 1,871
----------- ------------- ---------
OTHER INCOME (EXPENSE)
Interest income (expense).............................................. 42 (1,102) (1,060)
Amortization of debt discount and expense.............................. -- (462) (462)
----------- ------------- ---------
42 (1,564) (1,522)
----------- ------------- ---------
INCOME BEFORE INCOME TAXES............................................... 825 (476) 349
PROVISION FOR INCOME TAXES............................................... 291 (161) 130
----------- ------------- ---------
NET INCOME............................................................... $ 534 $ (315) $ 219
----------- ------------- ---------
----------- ------------- ---------
</TABLE>

P-4
<PAGE>
PSNC PROPANE CORPORATION
NOTES TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1993,
THE NINE MONTHS ENDED MARCH 31, 1994 AND
THE TWELVE MONTHS ENDED MARCH 31, 1994

(1) To record the effect of (a) elimination of salaries of executive and
administrative personnel and related costs, (b) elimination of auto and
travel expenses related to executive and administrative personnel being
terminated, (c) elimination of newspaper, radio, and magazine advertising,
(d) elimination of dedicated computer telephone lines and cellular
telephones, (e) elimination of temporary service personnel and overtime
wages, (f) elimination of payroll taxes related to salaries eliminated and
(g) elimination of courier service, credit bureau fees, answering service
expense and office supplies.

<TABLE>
<CAPTION>
NINE MONTHS TWELVE MONTHS
YEAR ENDED ENDED ENDED
JUNE 30, 1993 MARCH 31, 1994 MARCH 31, 1994
------------- ----------------- -----------------
<S> <C> <C> <C>
Executive and administrative salaries............. $ 695,000 $ 521,000 $ 694,000
Auto and travel expenses.......................... 29,000 18,000 25,000
Advertising expenses.............................. 18,000 7,000 12,000
Telephone expenses................................ 56,000 39,000 52,000
Temporary personnel and overtime wages............ 241,000 213,000 254,000
Payroll taxes..................................... 67,000 51,000 67,000
Other expenses.................................... 113,000 62,000 90,000
------------- -------- -----------------
Total General and Administrative Expense
Reduction...................................... $ 1,219,000 $ 911,000 $ 1,194,000
------------- -------- -----------------
------------- -------- -----------------
</TABLE>

(2) To (a) record additional depreciation based upon the purchase price of
PSNC's property and equipment, (b) record amortization on the new
non-compete agreement being amortized over five years and (c) eliminate
amortization on pre-acquisition non-compete agreements.

<TABLE>
<CAPTION>
NINE MONTHS TWELVE MONTHS
YEAR ENDED ENDED ENDED
JUNE 30, 1993 MARCH 31, 1994 MARCH 31, 1994
------------- ----------------- -----------------
<S> <C> <C> <C>
Depreciation...................................... $ 180,000 $ 135,000 $ 180,000
New non-compete amortization...................... 100,000 75,000 100,000
Old non-compete amortization...................... (197,000) (124,000) (174,000)
------------- ----------------- -----------------
$ 83,000 $ 86,000 $ 106,000
------------- ----------------- -----------------
------------- ----------------- -----------------
</TABLE>

(3) To (a) record additional interest expense assuming interest paid at 7% on
face value $14,706,000 of new Senior Secured Note borrowings, (b) recognize
additional interest expense on the revolving credit facility to reflect the
purchase of PSNC's working capital assets and the effect of operational
changes and (c) eliminate interest income earned on excess PSNC cash.

<TABLE>
<CAPTION>
NINE MONTHS TWELVE MONTHS
YEAR ENDED ENDED ENDED
JUNE 30, 1993 MARCH 31, 1994 MARCH 31, 1994
------------- ----------------- -----------------
<S> <C> <C> <C>
Senior Notes, due 2004............................ $ 1,030,000 $ 773,000 $ 1,030,000
Revolving Credit Facility......................... 34,000 27,000 29,000
Interest Income eliminated........................ 61,000 28,000 43,000
------------- -------- -----------------
$ 1,125,000 $ 828,000 $ 1,102,000
------------- -------- -----------------
------------- -------- -----------------
</TABLE>

P-5
<PAGE>
PSNC PROPANE CORPORATION
NOTES TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1993,
THE NINE MONTHS ENDED MARCH 31, 1994 AND
THE TWELVE MONTHS ENDED MARCH 31, 1994

(4) To recognize amortization of the original discount on face value $14,706,000
of new Senior Secured Notes to bring the effective rate of the new debt to
12% using the effective interest method.

<TABLE>
<S> <C>
Year Ended June 30, 1993.......................................... $ 423,000
Nine Months Ended March 31, 1994.................................. $ 353,000
Twelve Months Ended March 31, 1994................................ $ 462,000
</TABLE>

(5) To record the estimated income tax reduction, computed at an effective rate
of 39%, associated with the additional deductible expense as a result of the
acquired operations.

P-6
<PAGE>
UNAUDITED PRO FORMA BALANCE SHEET OF PSNC PROPANE CORPORATION (PSNC)
AS OF MARCH 31, 1994

The following unaudited balance sheet shows the balance sheet of PSNC and
the pro forma effects of purchase accounting adjustments in connection with the
acquisition of PSNC by EGC as if the acquisition had been completed on March 31,
1994.

PSNC PROPANE CORPORATION
UNAUDITED PRO FORMA BALANCE SHEET
(IN THOUSANDS)

<TABLE>
<CAPTION>
MARCH 31, 1994
-----------------------------------------
EFFECTS OF
PSNC PSNC PSNC
PROPANE ADJUSTMENTS ACQUISITION
CORPORATION --------------- -----------
-----------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents............................................ $ 1,094 $ (1,094)(1) $
Trade receivables.................................................... 1,180 1,180
Inventories.......................................................... 700 700
Prepaid expenses..................................................... 119 (119)(1)
Deferred Income taxes................................................ 434 (434)(5)
----------- ------- -----------
Total current assets............................................... 3,527 (1,647) 1,880
----------- ------- -----------
PROPERTY AND EQUIPMENT,
At Cost, net of accumulated depreciation............................. 8,879 3,121(2) 12,000
----------- ------- -----------
OTHER ASSETS........................................................... 296 204(3) 500
----------- ------- -----------
TOTAL ASSETS......................................................... $ 12,702 $ 1,678 $ 14,380
----------- ------- -----------
----------- ------- -----------
CURRENT LIABILITIES
Current maturities of long-term debt................................. $ $ 100(4) $ 100
Accounts payable and accrued expenses................................ 1,056 (806)(1) 250
Advances from and due to related party............................... 7,275 (7,275)(4)
----------- ------- -----------
8,331 (7,981) 350
----------- ------- -----------
LONG-TERM DEBT......................................................... 14,030(4) 14,030
------- -----------
DEFERRED INCOME TAXES.................................................. 2,289 (2,289)(5)
----------- -------
STOCKHOLDER'S EQUITY
Common stock......................................................... 1 (1)(5)
Retained earnings.................................................... 2,081 (2,081)(5)
----------- -------
2,082 (2,082)
----------- ------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY......................... $ 12,702 $ 1,678 $ 14,380
----------- ------- -----------
----------- ------- -----------
<FN>
- ---------
(1) To eliminate working capital assets and liabilities not acquired under the
acquisition agreement.
(2) To adjust the property and equipment to the acquisition price which is the
fair value.
(3) To (a) eliminate pre-acquisition deferred charges, intangibles and
non-compete agreements and (b) record a $500,000 non-compete agreement
issued as part of the PSNC acquisition by EGC.
(4) To (a) eliminate advances from and amounts due to PSNC's parent of
$7,275,000 not assumed under the acquisition agreement, (b) record the
estimated net proceeds ($12,000,000) of Senior Secured Notes issued to
acquire the fixed assets, (c) record a revolver advance of $1,630,000 to
purchase the accounts receivable and inventory under the acquisition
agreement (net of the $250,000 deposit made under the agreement) and (d)
record a liability to PSNC's parent of $500,000 for the non-compete
agreement issued.
(5) To eliminate pre-acquisition equity and deferred income taxes.
</TABLE>

P-7
<PAGE>
EMPIRE GAS CORPORATION
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses expected to be incurred in
connection with the Offering described in this Registration Statement. All of
such amounts (except the Commission Registration Fee and the NASD Filing Fee)
are estimates.

<TABLE>
<S> <C>
Commission Registration Fee............................................... $ 34,907
NASD Filing Fee........................................................... 10,500
Blue Sky Fees and Expenses................................................ 25,500
Printing and Engraving Costs.............................................. 75,000
Legal Fees and Expenses................................................... 300,000
Accounting Fees and Expenses.............................................. 350,000
Trustee's Fees and Expenses............................................... 25,000
Miscellaneous............................................................. 125,000
---------
Total..................................................................... $ 945,907
---------
---------
</TABLE>

ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Article 9 of the Company's Articles of Incorporation, included as Exhibit
3.1 to this Registration Statement to this Registration Statement, provide for
the indemnification of the directors, officers and employees of the Company. The
effect of these provisions is to indemnify the directors, officers and employees
for all expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by them in connection with any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, in which they are involved by reason
of their affiliation with the Company if they acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
Company and, with respect to any criminal action, with no reasonable cause to
believe their actions unlawful, to the full extent allowed by The General and
Business Corporation Law of Missouri; except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person's conduct
shall have been adjudged to be knowingly fraudulent or deliberately dishonest or
willful misconduct.

Article VII, Section 7, of the Company's By-Laws, included as Exhibit 3.2 to
this Registration Statement, provides that the Company may purchase liability
insurance that indemnifies directors, officers, employees and agents against any
liability and any expense asserted against or incurred by them in their capacity
as such and also may establish a separate fund alone or with other companies to
provide and maintain such insurance. At the present time, the Company has not
purchased any such insurance, or established or contributed to any such fund.

Section 351.355 of The General and Business Corporation Law of Missouri
requires a corporation to indemnify a director, officer, employee, or agent of
the corporation who has been successful on the merits or otherwise in defense of
any action for all expenses, including attorneys' fees, actually and reasonably
incurred in connection with the action. The Section also permits indemnification
for expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred in connection with actions, suits or
proceedings in which a corporate director, officer, employee, or agent, if he is
a party by reason of the fact that he is or was such a director, officer,
employee, or agent, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Indemnification in connection with actions by
or in the right of the corporation is permitted only for expenses, including
attorneys' fees, and amounts paid in settlement actually and reasonably incurred
by him in connection with the defense or settlement of the action or suit and
only if the officer, director, or

II-1
<PAGE>
employee acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and is not adjudged liable
for negligence or misconduct in the performance of his duty to the corporation,
unless the court otherwise provides.

The employment agreement between the Company and Robert W. Plaster provides
that Mr. Plaster, his heirs, executors and administrators shall be indemnified
by the Company against fines, judgments, amounts paid in settlement and
reasonable expenses, including attorneys' fees, incurred by him in connection
with any pending, threatened or completed action, suit or proceeding against him
arising by reason of his being or having been a director or officer of the
Company, any parent company, or any subsidiary, except in relation to any matter
in which his conduct has been finally adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct. The obligation of the
Company to provide indemnification to Mr. Plaster shall continue after
termination of the employment agreement with respect to any matter against Mr.
Plaster arising by reason of his having been a director or officer of the
Company or of any parent or subsidiary of the Company prior to such termination,
or by reason of any action taken by him as such director or officer prior to the
date of such termination.

The Company has entered into agreements with directors, persons named as
becoming directors, and certain of its officers whereby the Company shall
indemnify such persons for all damages, judgments, settlements and costs, cost
of investigation, and cost of defense of legal actions (other than fines or
other obligations which it is prohibited by applicable law from paying for any
reason), because of any claim or claims made against such persons of any act or
omission or neglect or breach of duty including any actual or alleged error or
misstatement committed or suffered while acting in the capacity and solely
because of such capacity as officer and director.

Reference is made to Section 7 of the form of Underwriting Agreement filed
as Exhibit 1.1 to the Registration Statement for additional indemnification
provisions.

See Item 17 for the Registrants' undertakings with respect to
indemnification.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

The following information relates to securities of the Company issued or
sold within the past three years that were not registered under the Securities
Act.

The purchases described below were made upon exercise of options issued
pursuant to the Company's Incentive Stock Option Plan.

On July 16, 1991, Mr. Alan Simer, an employee of the Company, purchased
2,010 shares of the Company's common stock, $.001 par value, at $.377 per share
and 8,000 shares at $1.50 per share for an aggregate purchase price of $12,758.

On August 20, 1991, Mr. Larry Bisig, an employee of the Company, purchased
8,000 shares of the Company's common stock at $1.50 per share and 7,950 shares
at $.377 per share, for an aggregate purchase price of $14,997.

On October 29, 1992, Joseph L. Schaefer, an executive officer of the
Company, purchased 39,750 shares of the Company's common stock at $.377 per
share, 20,250 shares at $1.125 per share, and 20,000 shares at $1.50 per share,
for an aggregate purchase price of $67,767.

On October 30, 1992, Mr. Stephen R. Plaster, a director and executive
officer of the Company, purchased 13,500 shares of the Company's common stock,
$.001 par value, at $1.125 per share and 6,000 shares at $1.50 per share, for an
aggregate purchase price of $24,188.

On November 27, 1992, Mr. Dwight Gilpin, an officer of the Company,
purchased 26,500 shares of the Company's common stock at $.377 per share, 20,000
shares at $1.50 per share, and 3,500 shares at $1.125 per share, for an
aggregate purchase price of $43,929.

II-2
<PAGE>
On December 10, 1992, Ms. Gwendolyn B. VanDerhoef, an officer of the
Company, purchased 26,500 shares of the Company's common stock at $.377 per
share, 8,000 shares at $1.50 per share, and 5,500 shares at $1.125 per share,
for an aggregate purchase price of $28,178.

On December 21, 1992, Mr. Robert L. Wooldridge, an executive officer of the
Company, purchased 72,467 shares of the Company's common stock at $.377 per
share, for an aggregate purchase price of $27,320.

On December 31, 1992, Floyd Waterman, an officer of the Company, purchased
5,000 shares of the Company's common stock at $1.125 per share, for an aggregate
purchase price of $5,625, and Earl L. Noe, an executive officer of the Company,
purchased 26,500 shares of the Company's common stock at $.377 per share for an
aggregate purchase price of $9,991.

On February 17, 1993, Mr. Paul Stahlman, an officer of the Company,
purchased 18,712 shares of the Company's common stock at $.377 per share, for an
aggregate purchase price of $7,054.

On April 15, 1993, Mr. Charles Jones, an officer of the Company, purchased
13,250 shares of the Company's common stock at $.377 per share, for an aggregate
purchase price of $4,995.

On June 18, 1993, Mr. James E. Acreman, an executive officer of the Company,
purchased 13,250 shares of the Company's common stock at $.377 per share, for an
aggregate purchase price of $4,995.

These transactions were completed without registration under the Securities
Act in reliance on Section 4(2) of the Act. In relying on this exemption, the
Company relied on representations from these purchasers that each purchaser was
an accredited investor, that each was acquiring the shares for investment
purposes, and that each had received adequate opportunity to obtain information
regarding the Company. The shares issued contained a legend restricting transfer
of the shares absent registration under the Securities Act or the availability
of an exemption therefrom.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- -------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement
2.1 Stock Redemption Agreement, dated May 7, 1994, between the Company, EGOC,
Energy, Robert W. Plaster, Paul S. Lindsey, Jr., Stephen R. Plaster, Joseph L.
Schaefer, the Robert W. Plaster Trust dated December 13, 1988, the Stephen
Robert Plaster Trust dated October 30, 1988, the Stephen Robert Plaster Trust
dated July 30, 1984, Empire Ranch, Inc., Empire Airlines, Inc., and Evergreen
National Corporation (incorporated herein by reference to Exhibit 10.1 to the
Empire Gas Operating Corporation (Commission File No. 1-6537-3) Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1994)
2.2+ Stock Redemption Agreement, dated May 7, 1994, between the Company, the Dolly
Francine Plaster Trust dated July 30, 1984, the Tammy Jane Plaster Trust dated
July 30, 1984, the Cheryl Jean Plaster Schaefer Trust dated October 30, 1988,
and the Cheryl Jean Plaster Schaefer Trust dated July 30, 1984
2.3+ Form of Merger Agreement by and between the Company and EGOC
3.1+ Articles of Incorporation of the Company
3.2+ Certificate of Amendment of the Certificate of Incorporation of the Company,
dated April 26, 1994, relating to the change of name
3.3+ By-laws of the Company
</TABLE>

II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- -------------------------------------------------------------------------------
<C> <S>
4.1 Indenture between Empire Gas Corporation and J. Henry Schroder Bank & Trust
Company, Trustee, relating to the 9% Subordinated Debentures due December 31,
2007 and the form of 9% Subordinated Debentures due December 31, 2007
(incorporated herein by reference to Exhibit 4(a) to the Empire Incorporated
and Exco Acquisition Corp. (Commission File No. 2-83683) Registration
Statement on Form S-14 filed with the Commission on May 11, 1983; and First
Supplemental Indenture thereto between Empire Gas Corporation (now known as
EGOC) and IBJ Schroder Bank & Trust Co., dated as of December 13, 1989
(incorporated herein by reference to Exhibit 4(c) to Empire Gas Corporation
(now known as EGOC) Registration Statement on Form 8-B filed with the
Commission on February 1, 1990)
4.2+ Form of Proposed Indenture between the Company and Shawmut Bank Connecticut,
National Association, Trustee, relating to the % Senior Secured Notes due
2004, including the form of % Senior Secured Notes due 2004, the form of the
Guarantee and the form of the Pledge Agreement
4.3+ Form of Proposed Warrant Agreement
5.1 Form of opinion of Wilmer, Cutler & Pickering as to the validity of the
issuance of the Units and the Common Stock issuable upon exercise of the
Warrants
8.1 Form of opinion of Wilmer, Cutler & Pickering with respect to certain tax
matters
10.1+ Shareholder Agreement, dated as of October 28, 1988, by and among Empire Gas
Acquistion Corporation and Robert W. Plaster Trust, Robert W. Plaster,
Trustee; Paul S. Lindsey, Jr.; Stephen R. Plaster Trust, Lynn C. Hoover,
Trustee; Cheryl Plaster Schaefer Trust, Lynn C. Hoover, Trustee; Robert L.
Wooldridge; Gwendolyn B. VanDerhoef; Dwight Gilpin; Luther Henry Gill; Valeria
Schall; Floyd J. Waterman; Larry W. Bisig; Larry Weis; Robert Heagerty; Murl
J. Waterman; Earl L. Noe; Thomas Flak; Michael Kent St. John; James E.
Acreman; Carolyn S. Rein; Dan Weatherly; Nina Irene Craighead; Joyce Sue
Kinnett; Edwin H. McMahon; Paul Stahlman; Ralph Wilson; Alan Simer; Ferrell
Stamper; and Empire Gas Corporation Employee Stock Ownership Plan, Robert W.
Plaster, Trustee
10.2+ 1989 Incentive Stock Option Plan
10.3* Form of Credit Agreement between the Company and Continental Bank, as agent
10.4 Lease Agreement, dated May 7, 1994, between the Company and Evergreen National
Corporation (incorporated herein by reference to Exhibit F of Exhibit 10.1 to
the Empire Gas Operating Corporation (Commission File No. 1-6537-3) Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1994)
10.5 Form of Services Agreement, dated May 7, 1994, between the Company and Empire
Service Corporation (incorporated herein by reference to Exhibit G of Exhibit
10.1 to the Empire Gas Operating Corporation (Commission File No. 1-6537-3)
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1994)
10.6 Non-Competition Agreement, dated May 7, 1994, by and among the Company, Energy,
Robert W. Plaster, Stephen R. Plaster, Joseph L. Schaefer, Paul S. Lindsey,
Jr. (incorporated herein by reference to Exhibit E of Exhibit 10.1 to the
Empire Gas Operating Corporation (Commission File No. 1-6537-3) Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1994)
10.7 Form of Employment Agreement between the Company and Paul S. Lindsey, Jr.
10.8 Form of Asset Purchase Agreement by and among the Company, Empiregas, Inc. of
North Carolina, PSNC Propane Corporation, and Public Service Company of North
Carolina, Incorporated
10.9+ Form of Indemnification Agreement between the Company and Douglas A. Brown
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- -------------------------------------------------------------------------------
<C> <S>
10.10 Form of Tax Indemnification Agreement between the Company and Energy
10.11+ Supply Contract No. 1, dated September 13, 1991, between EGOC and Phillips 66
Company
10.12+ Supply Contract No. 2, dated September 13, 1991, between EGOC and Phillips 66
Company; and Amendment thereto between EGOC and Phillips 66 Company, dated
October 15, 1992
10.13+ Supply Contract, dated as of November 4, 1991, between EGOC and Conoco, Inc.
10.14+ Supply Contract, dated as of January 21, 1992, between EGOC and Conoco Inc.
10.15+ Supply Contract, dated as of January 24, 1992, between EGOC and Conoco, Inc.
10.16+ Supply Contract No. 1, dated November 20, 1986, between EGOC and Warren
Petroleum Company
10.17+ Supply Contract No. 2, dated November 20, 1986, between EGOC and Warren
Petroleum Company
10.18+ Supply Contract, dated November 22, 1986, between EGOC and Warren Petroleum
Company
10.19+ Supply Contract, dated November 24, 1986, between EGOC and Warren Petroleum
Company
10.20+ Supply Contract No. 1, dated June 1, 1993, between EGOC and Warren Petroleum
Company
10.21+ Supply Contract No. 2, dated June 1, 1993, between EGOC and Warren Petroleum
Company
12.1+ Statement regarding computation of ratio of earnings to fixed charges
21.1+ Subsidiaries of the Company
23.1+ Consent of Baird, Kurtz & Dobson, dated April 29, 1994
23.2 Consent of Wilmer, Cutler & Pickering, included in the opinions filed as
Exhibits 5.1 and 8.1
23.3+ Consent of Douglas A. Brown to being named as a director
23.4+ Second Consent of Baird, Kurtz & Dobson, dated June 3, 1994
23.5 Consent of Valuation Research Corporation
23.6+ Consent of Bruce M. Withers, Jr. to being named as a director
23.7+ Consent of Jim J. Shoemake to being named as a director
23.8+ Third Consent of Baird, Kurtz & Dobson, dated June 9, 1994
23.9 Fourth Consent of Baird, Kurtz & Dobson, dated June 17, 1994
24.1+ Power of Attorney, located on signature page
25.1+ Statement of Eligibility and Qualification of Trustee on Form T-1
25.2+ Report of Condition and Income of Shawmut Bank Connecticut, N.A., for the
period ending March 31, 1994
99.1 Form of opinion of Valuation Research Corporation re solvency
<FN>
- ---------
+ Previously filed.
* To be supplied by amendment.
</TABLE>

II-5
<PAGE>
(b) Financial Statement Schedules

<TABLE>
<CAPTION>
SCHEDULE DESCRIPTION
- ---------- -----------------------------------------------------------------
<C> <S>
V. Property and Equipment
VI. Accumulated Depreciation
VIII. Valuation and Qualifying Accounts
X. Supplementary Income Statement Information
</TABLE>

ITEM 17. UNDERTAKINGS.

The undersigned Registrants hereby undertake as follows:

(1) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 14 hereof, or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by the director, officer, or controlling person thereof in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

(2) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrants pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(3) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(4) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1993;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(5) For the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(6) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

II-6
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Amendment No. 3 to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the District of
Columbia on the 17th day of June, 1994.

EMPIRE GAS CORPORATION

By: /s/ Robert W. Plaster

--------------------------------------
CHIEF EXECUTIVE OFFICER
AND CHAIRMAN OF THE BOARD

THE SUBSIDIARY GUARANTORS LISTED
BELOW

By: /s/ Paul S. Lindsey, Jr.

--------------------------------------
PRESIDENT OF EACH GUARANTOR

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
<C> <S> <C>
Chief Executive Officer and Chairman of
/s/Robert W. Plaster* the Board of Empire Gas Corporation June 17, 1994
Robert W. Plaster (principal executive officer)

Vice President/Controller of Empire Gas
/s/Willis D. Green* Corporation (principal financial and June 17, 1994
Willis D. Green accounting officer)

/s/Paul S. Lindsey, Jr.
Paul S. Lindsey, Jr. Director of Empire Gas Corporation June 17, 1994

/s/Stephen R. Plaster*
Stephen R. Plaster Director of Empire Gas Corporation June 17, 1994

/s/Paul S. Lindsey, Jr. Principal Executive Officer of each of
Paul S. Lindsey, Jr. the Subsidiary Guarantors June 17, 1994
</TABLE>

II-7
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
<C> <S> <C>
/s/Valeria Schall* Director of each of the Subsidiary
Valeria Schall Guarantors June 17, 1994

/s/Earl L. Noe* Director of each of the Subsidiary
Earl L. Noe Guarantors June 17, 1994

*By: /s/Paul S. Lindsey, Jr.
Paul S. Lindsey, Jr.
ATTORNEY-IN-FACT
</TABLE>

II-8
<PAGE>
GUARANTORS

EMPIRE TANK LEASING CORPORATION
EMPIREGAS EQUIPMENT CORPORATION
EMPIRE UNDERGROUND STORAGE, INC.
EMPIRE INDUSTRIAL SALES CORPORATION
UTILITY COLLECTION CORPORATION
EMPIREGAS TRANSPORTS, INC. (MISSOURI)
EMPIRE AVIATION CORPORATION
EMPIREGAS TRANSPORTS, INC. - OR
EMPIREGAS INC. OF CLINTON (MISSOURI)
EMPIREGAS INC. OF KANSAS CITY
EMPIREGAS INC. OF ALBANY
EMPIREGAS INC. OF AIKEN
EMPIREGAS OF ARMA, INC.
EMPIREGAS INC. OF ARNAULDVILLE
EMPIREGAS INC. OF AUBURN
EMPIREGAS INC. OF BIG RAPIDS
EMPIREGAS INC. OF BOLIVAR
EMPIREGAS INC. OF BOISE
EMPIREGAS INC. OF BOULDER
EMPIREGAS INC. OF BOWLING GREEN
EMPIREGAS INC. OF BRANDON
EMPIREGAS INC. OF BREMERTON
EMPIREGAS OF BRISTOW, INC.
EMPIREGAS INC. OF BUFFALO
EMPIREGAS INC. OF ADRIAN
EMPIREGAS INC. OF CAMDENTON
EMPIREGAS INC. OF CANON CITY
EMPIREGAS INC. OF CANTON
EMPIREGAS INC. OF CARTHAGE
EMPIREGAS INC. OF CASTLE ROCK
EMPIREGAS INC. OF CENTERVILLE
EMPIREGAS INC. OF CHARLOTTE
EMPIREGAS INC. OF CHASSEL
EMPIREGAS INC. OF CHEHALIS
EMPIREGAS INC. OF CLINTON, ILLINOIS
EMPIREGAS OF COLCORD, INC.
EMPIREGAS INC. OF COLE CAMP
EMPIREGAS INC. OF COLEMAN
EMPIREGAS INC. OF COLORADO SPRINGS
EMPIREGAS INC. OF COQUILLE
EMPIREGAS INC. OF CUBA
EMPIREGAS INC. OF CHETEK
EMPIREGAS INC. OF DENVER
EMPIREGAS INC. OF DOVER
EMPIREGAS INC. OF DURAND
EMPIREGAS INC. OF EL DORADO SPRINGS
EMPIREGAS INC. OF ELSBERRY
EMPIREGAS INC. OF ELSINORE
EMPIREGAS INC. OF ESCONDIDO
EMPIREGAS INC. OF EUNICE
EMPIREGAS INC. OF EVERGREEN
SALGAS INC. OF FAIRPLAY
EMPIREGAS INC. OF EAU CLAIRE
EMPIREGAS INC. OF FORT COLLINS
EMPIREGAS INC. OF FOWLER
EMPIREGAS INC. OF MID-MISSOURI

II-9
<PAGE>
EMPIREGAS INC. OF GALVESTON
EMPIREGAS INC. OF GALVA
EMPIREGAS INC. OF GAYLORD
EMPIREGAS INC. OF GLOBE
EMPIREGAS INC. OF GOOSE CREEK
EMPIREGAS INC. OF GREELEY
EMPIREGAS INC. OF GRAND JUNCTION
EMPIREGAS OF GROVE, INC.
EMPIREGAS INC. OF HERMISTON
EMPIREGAS INC. OF HERMITAGE
EMPIREGAS INC. OF HIAWASSEE
EMPIREGAS INC. OF HIGGINSVILLE
EMPIREGAS OF HITICHITA, INC.
EMPIREGAS INC. OF HOOPESTON
EMPIREGAS INC. OF HORNICK
EMPIREGAS INC. OF HUMANSVILLE
EMPIREGAS INC. OF JACKSONVILLE
EMPIREGAS INC. OF JACKSON, MI
EMPIREGAS INC. OF KALAMAZOO
EMPIREGAS INC. OF KIRKSVILLE
EMPIREGAS INC. OF LAFAYETTE
EMPIREGAS INC. OF LAKE CHARLES
EMPIREGAS INC. OF LAKE PROVIDENCE
EMPIREGAS INC. OF LAURIE
EMPIREGAS OF LE SUEUR, INC.
EMPIREGAS INC. OF LINCOLN
EMPIREGAS INC. OF LONGMONT
EMPIREGAS INC. OF LOS ANGELES
EMPIREGAS INC. OF LOVELAND
EMPIREGAS INC. OF MARQUETTE
EMPIREGAS INC. OF MARSHALL
EMPIREGAS INC. OF MEDFORD
EMPIREGAS INC. OF MENOMONIE
EMPIREGAS INC. OF MERILLAN
EMPIREGAS INC. OF MILLER
EMPIREGAS INC. OF MODESTO
EMPIREGAS INC. OF MONTE VISTA
EMPIREGAS INC. OF MOUNT VERNON
EMPIREGAS INC. OF MUNISING
EMPIREGAS INC. OF MURPHY
THRIF-T-GAS INC. OF BLACKWATER
EMPIREGAS INC. OF NORTH BEND
EMPIREGAS INC. OF NORTH MYRTLE BEACH, INC.
EMPIREGAS INC. OF OAK GROVE
EMPIREGAS INC. OF ONAWA
EMPIREGAS INC. OF ORANGEBURG
EMPIREGAS INC. OF OWENSVILLE
EMPIREGAS INC. OF SANTA PAULA
EMPIREGAS INC. OF PADUCAH
EMPIREGAS INC. OF PALMYRA
EMPIREGAS INC. OF PLACERVILLE
EMPIREGAS INC. OF POMONA
EMPIREGAS INC. OF POTOSI
EMPIREGAS INC. OF PUEBLO
EMPIREGAS INC. OF REEDSPORT
EMPIREGAS INC. OF RICHLAND
EMPIREGAS INC. OF ROLLA

II-10
<PAGE>

EMPIREGAS INC. OF SACRAMENTO
EMPIREGAS INC. OF SANDY
EMPIREGAS INC. OF SHELL LAKE
EMPIREGAS INC. OF SILOAM SPRINGS
EMPIREGAS OF STIGLER, INC.
EMPIREGAS INC. OF SUSANVILLE
EMPIREGAS INC. OF SUNNYSIDE
EMPIREGAS INC. OF ROCKY MOUNT
EMPIREGAS INC. OF THE DALLES
EMPIREGAS INC. OF TIPTON (IOWA)
EMPIREGAS INC. OF TRAVERSE CITY
EMPIREGAS INC. OF VANDALIA
EMPIREGAS INC. OF VASSAR
EMPIREGAS INC. OF VINITA, INC.
EMPIREGAS INC. OF WARREN
EMPIREGAS INC. OF WARSAW (MISSOURI)
EMPIREGAS INC. OF WASHINGTON
EMPIREGAS INC. OF WAUKON
EMPIREGAS INC. OF WAYNESVILLE
EMPIREGAS INC. OF WAYNESVILLE, NC
EMPIREGAS INC. OF WENATCHEE
EMPIREGAS INC. OF WENTZVILLE
EMPIREGAS OF WESTVILLE, INC.
EMPIREGAS INC. OF WILLS POINT
EMPIREGAS INC. OF WILMINGTON
EMPIREGAS INC. OF WILSON
EMPIREGAS INC. OF WOODLAND PARK
EMPIREGAS INC. OF YAKIMA
EMPIREGAS INC. OF YUCCA VALLEY
EMPIREGAS INC. OF ZEBULON
EMPIREGAS INC. OF COLUMBIANA
EMPIREGAS OF ZUMBRO FALLS, INC.
GINCO GAS COMPANY, INC.
EMPIREGAS INC. OF ORANGE COUNTY
EMPIREGAS INC. OF MORGAN COUNTY
EMPIREGAS INC. OF LAKE OZARK
EMPIREGAS INC. OF WACO
EMPIREGAS INC. OF PARIS, TX
EMPIREGAS INC. OF DALLAS, TX
EMPIREGAS INC. OF KEMP
EMPIREGAS INC. OF SAN ANTONIO
THRIFT-T-GAS CO., INC.
EMPIREGAS INC. OF PARIS, MO
SALIDA GAS CO., INC.
SALGAS INC. OF GUNNISON
EMPIREGAS INC. OF TOLEDO
EMPIREGAS INC. OF WILKESBORO
EMPIREGAS INC. OF HENDERSVILLE
EMPIREGAS INC. OF NORTH CAROLINA
EMPIREGAS INC. OF CREEDMOOR
EMPIREGAS INC. OF APEX
EMPIREGAS INC. OF DURHAM
EMPIREGAS INC. OF WARRENTON

II-11
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES

Board of Directors and Stockholders
Empire Gas Corporation
Lebanon, Missouri

In connection with our audit of the financial statements of EMPIRE GAS
CORPORATION (FORMERLY EMPIRE GAS ACQUISITION CORPORATION) for each of the three
years in the period ended June 30, 1993, we have also audited the following
financial statement schedules. These financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion of these financial statement schedules based on our audits of the basic
financial statements. The schedules are presented for purposes of complying with
the Securities and Exchange Commission's rules and regulations and are not a
required part of the consolidated financial statements.

In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.

BAIRD, KURTZ & DOBSON

Springfield, Missouri
July 30, 1993

S-1
<PAGE>
EMPIRE GAS CORPORATION AND SUBSIDIARIES
SCHEDULE V -- PROPERTY AND EQUIPMENT
YEARS ENDED JUNE 30, 1993, 1992 AND 1991
(IN THOUSANDS)

<TABLE>
<CAPTION>
COL. B COL. F
---------- COL. C ----------
COL. A BALANCE AT ----------- COL. D COL. E BALANCE AT
- ------------------------------------------------------- BEGINNING ADDITIONS ----------- --------- END OF
CLASSIFICATION OF YEAR AT COST RETIREMENTS OTHER YEAR
- ------------------------------------------------------- ---------- ----------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C>
Year Ended June 30, 1993:
Land and buildings................................... $ 11,821 $ 884 $ 490 $ 12,215
Storage and consumer service facilities.............. 113,450 1,520 1,149 113,821
Transportation, office and other equipment........... 24,245 1,954 649 25,550
---------- ----------- ----------- ----------
$ 149,516 $ 4,358 $ 2,288 $ 151,586
---------- ----------- ----------- ----------
---------- ----------- ----------- ----------
Year Ended June 30, 1992:
Land and buildings................................... $ 10,781 $ 1,381 $ 341 $ 11,821
Storage and consumer service facilities.............. 113,343 2,058 1,951 113,450
Transportation, office and other equipment........... 22,765 3,264 1,784 24,245
---------- ----------- ----------- ----------
$ 146,889 $ 6,703 $ 4,076 $ 149,516
---------- ----------- ----------- ----------
---------- ----------- ----------- ----------
Year Ended June 30, 1991:
Land and buildings................................... $ 9,457 $ 1,439 $ 115 $ 10,781
Storage and consumer service facilities.............. 111,646 2,651 954 113,343
Transportation, office and other equipment........... 20,150 4,723 2,108 22,765
---------- ----------- ----------- ----------
$ 141,253 $ 8,813 $ 3,177 $ 146,889
---------- ----------- ----------- ----------
---------- ----------- ----------- ----------
</TABLE>

S-2
<PAGE>
EMPIRE GAS CORPORATION AND SUBSIDIARIES
SCHEDULE VI -- ACCUMULATED DEPRECIATION
YEARS ENDED JUNE 30, 1993, 1992 AND 1991
(IN THOUSANDS)

<TABLE>
<CAPTION>
COL. C
COL. B ----------- COL. F
----------- ADDITIONS -----------
COL. A BALANCE AT CHARGED TO COL. D COL. E BALANCE AT
- ------------------------------------------------------ BEGINNING COSTS AND ----------- --------- END OF
CLASSIFICATION OF YEAR EXPENSES RETIREMENTS OTHER YEAR
- ------------------------------------------------------ ----------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C>
Year Ended June 30, 1993:
Buildings........................................... $ 1,444 $ 332 $ 73 $ 1,703
Storage and consumer service facilities............. 19,536 5,529 631 24,434
Transportation, office and other equipment.......... 13,075 3,143 449 15,769
----------- ----------- ----------- -----------
$ 34,055 $ 9,004 $ 1,153 $ 41,906
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Year Ended June 30, 1992:
Buildings........................................... $ 1,172 $ 302 $ 30 $ 1,444
Storage and consumer service facilities............. 14,751 5,473 688 19,536
Transportation, office and other equipment.......... 11,378 3,014 1,317 13,075
----------- ----------- ----------- -----------
$ 27,301 $ 8,789 $ 2,035 $ 34,055
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Year Ended June 30, 1991:
Buildings........................................... $ 928 $ 260 $ 16 $ 1,172
Storage and consumer service facilities............. 9,710 5,316 275 14,751
Transportation, office and other equipment.......... 10,828 2,687 2,137 11,378
----------- ----------- ----------- -----------
$ 21,466 $ 8,263 $ 2,428 $ 27,301
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>

S-3
<PAGE>
EMPIRE GAS CORPORATION AND SUBSIDIARIES
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED JUNE 30, 1993, 1992 AND 1991
(IN THOUSANDS)

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO AMOUNT BALANCE AT
BEGINNING COSTS AND WRITTEN END OF
DESCRIPTION OF YEAR EXPENSES OFF YEAR
- ------------------------------------------------------------------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C>
Valuation accounts deducted from assets to which they apply -- for
doubtful accounts receivable:
June 30, 1993.................................................... $ 2,720 $ 958 $ 1,021 $ 2,657
June 30, 1992.................................................... 2,719 214 213 2,720
June 30, 1991.................................................... 1,648 2,828 1,757 2,719
</TABLE>

S-4
<PAGE>
EMPIRE GAS CORPORATION AND SUBSIDIARIES
SCHEDULE X -- SUPPLEMENTARY INFORMATION
YEARS ENDED JUNE 30, 1993, 1992 AND 1991
(IN THOUSANDS)

<TABLE>
<CAPTION>
COL. B
-----------
COL. A CHARGED TO
- ------------------------------------------------------------------------------------------------------ COSTS AND
ITEM EXPENSES
- ------------------------------------------------------------------------------------------------------ -----------
<S> <C>
June 30, 1993:
Maintenance and repairs............................................................................. $ 2,963
June 30, 1992:
Maintenance and repairs............................................................................. $ 3,070
June 30, 1991:
Maintenance and repairs............................................................................. $ 3,806
</TABLE>

S-5
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBITS PAGE
- ----------- ---------
<C> <S> <C>
1.1 Form of Underwriting Agreement
2.1 Stock Redemption Agreement, dated May 7, 1994, between the Company, EGOC,
Energy, Robert W. Plaster, Paul S. Lindsey, Jr., Stephen R. Plaster, Joseph
L. Schaefer, the Robert W. Plaster Trust dated December 13, 1988, the
Stephen Robert Plaster Trust dated October 30, 1988, the Stephen Robert
Plaster Trust dated July 30, 1984, Empire Ranch, Inc., Empire Airlines,
Inc., and Evergreen National Corporation (incorporated herein by reference
to Exhibit 10.1 to the Empire Gas Operating Corporation (Commission File No.
1-6537-3) Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1994)
2.2+ Stock Redemption Agreement, dated May 7, 1994, between the Company, the Dolly
Francine Plaster Trust dated July 30, 1984, the Tammy Jane Plaster Trust
dated July 30, 1984, the Cheryl Jean Plaster Schaefer Trust dated October
30, 1988, and the Cheryl Jean Plaster Schaefer Trust dated July 30, 1984
2.3+ Form of Merger Agreement by and between the Company and EGOC
3.1+ Articles of Incorporation of the Company
3.2+ Certificate of Amendment of the Certificate of Incorporation of the Company,
dated April 26, 1994, relating to the change of name
3.3+ By-laws of the Company
4.1 Indenture between Empire Gas Corporation and J. Henry Schroder Bank & Trust
Company, Trustee, relating to the 9% Subordinated Debentures due December
31, 2007 and the form of 9% Subordinated Debentures due December 31, 2007
(incorporated herein by reference to Exhibit 4(a) to the Empire Incorporated
and Exco Acquisition Corp. (Commission File No. 2-83683) Registration
Statement on Form S-14 filed with the Commission on May 11, 1983; and First
Supplemental Indenture thereto between Empire Gas Corporation (now known as
EGOC) and IBJ Schroder Bank & Trust Co., dated as of December 13, 1989
(incorporated herein by reference to Exhibit 4(c) to Empire Gas Corporation
(now known as EGOC) Registration Statement on Form 8-B filed with the
Commission on February 1, 1990)
4.2+ Form of Proposed Indenture between the Company and Shawmut Bank Connecticut,
National Association, Trustee, relating to the % Senior Secured Notes due
2004, including the form of % Senior Secured Notes due 2004, the form of
the Guarantee and the form of the Pledge Agreement
4.3+ Form of Proposed Warrant Agreement
5.1 Form of opinion of Wilmer, Cutler & Pickering as to the validity of the
issuance of the Units and the Common Stock issuable upon exercise of the
Warrants
8.1 Form of opinion of Wilmer, Cutler & Pickering with respect to certain tax
matters
10.1+ Shareholder Agreement, dated as of October 28, 1988, by and among Empire Gas
Acquistion Corporation and Robert W. Plaster Trust, Robert W. Plaster,
Trustee; Paul S. Lindsey, Jr.; Stephen R. Plaster Trust, Lynn C. Hoover,
Trustee; Cheryl Plaster Schaefer Trust, Lynn C. Hoover, Trustee; Robert L.
Wooldridge; Gwendolyn B. VanDerhoef; Dwight Gilpin; Luther Henry Gill;
Valeria Schall; Floyd J. Waterman; Larry W. Bisig; Larry Weis; Robert
Heagerty; Murl J. Waterman; Earl L. Noe; Thomas Flak; Michael Kent St. John;
James E. Acreman; Carolyn S. Rein; Dan Weatherly; Nina Irene Craighead;
Joyce Sue Kinnett; Edwin H. McMahon; Paul Stahlman; Ralph Wilson; Alan
Simer; Ferrell Stamper; and Empire Gas Corporation Employee Stock Ownership
Plan, Robert W. Plaster, Trustee
10.2+ 1989 Incentive Stock Option Plan
10.3* Form of Credit Agreement between the Company and Continental Bank, as agent
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBITS PAGE
- ----------- ---------
<C> <S> <C>
10.4 Lease Agreement, dated May 7, 1994, between the Company and Evergreen
National Corporation (incorporated herein by reference to Exhibit F of
Exhibit 10.1 to the Empire Gas Operating Corporation (Commission File No.
1-6537-3) Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1994)
10.5 Form of Services Agreement, dated May 7, 1994, between the Company and Empire
Service Corporation (incorporated herein by reference to Exhibit G of
Exhibit 10.1 to the Empire Gas Operating Corporation (Commission File No.
1-6537-3) Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1994)
10.6 Non-Competition Agreement, dated May 7, 1994, by and among the Company,
Energy, Robert W. Plaster, Stephen R. Plaster, Joseph L. Schaefer, Paul S.
Lindsey, Jr. (incorporated herein by reference to Exhibit E of Exhibit 10.1
to the Empire Gas Operating Corporation (Commission File No. 1-6537-3)
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1994)
10.7 Form of Employment Agreement between the Company and Paul S. Lindsey, Jr.
10.8 Form of Asset Purchase Agreement by and among the Company, Empiregas, Inc. of
North Carolina, PSNC Propane Corporation, and Public Service Company of
North Carolina, Incorporated
10.9+ Form of Indemnification Agreement between the Company and Douglas A. Brown
10.10 Form of Tax Indemnification Agreement between the Company and Energy
10.11+ Supply Contract No. 1, dated September 13, 1991, between EGOC and Phillips 66
Company
10.12+ Supply Contract No. 2, dated September 13, 1991, between EGOC and Phillips 66
Company; and Amendment thereto between EGOC and Phillips 66 Company, dated
October 15, 1992
10.13+ Supply Contract, dated as of November 4, 1991, between EGOC and Conoco Inc.
10.14+ Supply Contract, dated as of January 21, 1992, between EGOC and Conoco Inc.
10.15+ Supply Contract, dated as of January 24, 1992, between EGOC and Conoco, Inc.
10.16+ Supply Contract No. 1, dated November 20, 1986, between EGOC and Warren
Petroleum Company
10.17+ Supply Contract No. 2, dated November 20, 1986, between EGOC and Warren
Petroleum Company
10.18+ Supply Contract, dated November 22, 1986, between EGOC and Warren Petroleum
Company
10.19+ Supply Contract, dated November 24, 1986, between EGOC and Warren Petroleum
Company
10.20+ Supply Contract No. 1, dated June 1, 1993, between EGOC and Warren Petroleum
Company
10.21+ Supply Contract No. 2, dated June 1, 1993, between EGOC and Warren Petroleum
Company
12.1+ Statement regarding computation of ratio of earnings to fixed charges
21.1+ Subsidiaries of the Company
23.1+ Consent of Baird, Kurtz & Dobson, dated April 29, 1994
23.2 Consent of Wilmer, Cutler & Pickering, included in the opinions filed as
Exhibits 5.1 and 8.1
23.3+ Consent of Douglas A. Brown to being named as a director
23.4+ Second Consent of Baird, Kurtz & Dobson, dated June 3, 1994
23.5 Consent of Valuation Research Corporation
23.6+ Consent of Bruce M. Withers, Jr. to be named as a director
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBITS PAGE
- ----------- ---------
<C> <S> <C>
23.7+ Consent of Jim J. Shoemake to be named as a director
23.8+ Third Consent of Baird, Kurtz & Dobson, dated June 9, 1994
23.9 Fourth Consent of Baird, Kurtz & Dobson, dated June 17, 1994
24.1+ Power of Attorney, located on signature page
25.1+ Statement of Eligibility and Qualification of Trustee on Form T-1
25.2+ Report of Condition and Income of Shawmut Bank Connecticut, N.A., for the
period ending March 31, 1994
99.1 Form of opinion of Valuation Research Corporation re solvency
<FN>
- ---------
+ Previously filed.
* To be supplied by amendment.
</TABLE>

<PAGE>

DESCRIPTION OF GRAPHIC:

Inside front cover

Map of the United States showing the locations of retail service centers,
transport terminals, rail terminals, underground storage, pipeline terminals
and home office (on a pro form basis for the Transaction).

Page 42

Illustration showing movement of propane from refinery or gas processing plant
to retail distriubtion center by rail, pipeline or truck, and then on to
residential, commercial and agricultural users.

<PAGE>

EMPIRE GAS CORPORATION

________ UNITS CONSISTING OF

____ SENIOR SECURED NOTES DUE 2004

AND _____ WARRANTS

UNDERWRITING AGREEMENT

June ___, 1994

<PAGE>

June ___, 1994

Morgan Stanley & Co.
Incorporated
1251 Avenue of the Americas
New York, New York 10020

Dear Sirs:

Empire Gas Corporation, a Missouri corporation (the "Company"),
proposes to issue and sell to Morgan Stanley & Co. Incorporated (the "Underwrit-
er") ________ Units (the "Units"). Each Unit will consist of (i) ____, Senior
Secured Notes (the "Notes"), each Note having a principal amount at maturity of
$1000 and (ii) _______ Warrants (each a "Warrant"), each Warrant entitling the
holder thereof to purchase one share of Common Stock, par value $.001 per share
(the "Common Stock"), of the Company. Shares of Common Stock issuable upon
exercise of the Warrants are collectively referred to herein as the Warrant
Shares. The Notes will be secured by a pledge of all of the outstanding capital
stock (the "Pledged Shares") of each Restricted Subsidiary of the Company,
including without limitation, PSNC Propane Corporation ("PSNC") and will be
issued pursuant to the provisions of an Indenture dated as of June ___, 1994
(the "Indenture"), among the Company, the Subsidiary Guarantors (as defined
therein) and Shawmut Bank Connecticut, National Association as Trustee (the
"Trustee"). The Notes are to be unconditionally guaranteed (the "Subsidiary
Guarantees") as to payment of principal and interest by the Subsidiary Guaran-
tors. The Warrants will be issued pursuant to the provisions of a Warrant
Agreement dated as of June ___, 1994 (the "Warrant Agreement"), between the
Company and Shawmut Bank Connecticut, National Association as Warrant Agent (the
"Warrant Agent").

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement, including a prospectus, relating to the
Units. The registration statement as amended at the time it becomes effective,
including the information (if any)

<PAGE>

deemed to be part of the registration statement at the time of effectiveness
pursuant to Rule 430A under the Securities Act of 1933, as amended (the
"Securities Act"), is hereinafter referred to as the Registration Statement;
the prospectus in the form first used to confirm sales of the Units is
hereinafter referred to as the Prospectus.

The Company and each of the Subsidiary Guarantors, jointly and
severally, represents and warrants to the Underwriter that:

(a) The Registration Statement has become effective under the
Securities Act; no stop order suspending the effectiveness of the Registration
Statement is in effect, and no proceedings for such purpose are pending before
or threatened by the Commission.

(b) (i) Each part of the Registration Statement, when such part
became effective, did not contain and each such part, as amended or supplement-
ed, if applicable, will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading, (ii) the Registration Statement and the
Prospectus comply and, as amended or supplemented, if applicable, will comply in
all material respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder and (iii) the Prospectus does not
contain and, as amended or supplemented, if applicable, will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, except that the representations and warranties
set forth in this paragraph I(b) do not apply (A) to statements or omissions in
the Registration Statement or the Prospectus based upon information relating to
the Underwriter furnished to the Company in writing by the Underwriter expressly
for use therein or (B) to that part of the Registration Statement that consti-
tutes the Statement of Eligibility ("Form T-1") under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), of the Trustee.

<PAGE>

(c) Each of the Company and Empire Gas Operating Corporation
("EGOC") has been duly incorporated, is validly existing as a corporation in
good standing under the laws of the State of Missouri, has the corporate power
and authority to own its property and to conduct its business as described in
the Prospectus and is duly qualified to transact business and is in good
standing in each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification, except to the
extent that the failure to be so qualified or be in good standing would not have
a material adverse effect on the Company and its subsidiaries, taken as a whole.

(d) Each of the Subsidiary Guarantors is duly incorporated and
validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation, has full corporate power and authority to own its
property and to conduct its business as described in the Prospectus and is duly
qualified to transact business and is in good standing in each jurisdiction in
which the conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure to be so
qualified or be in good standing would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole.

(e) The financial statements included or incorporated by
reference in the Registration Statement and the Prospectus present fairly the
financial position of the Company, EGOC and the consolidated subsidiaries of the
Company and the results of their operations for the periods specified; except as
otherwise stated in the Registration Statement, such financial statements have
been prepared in conformity with generally accepted accounting principles
applied on a consistent basis; and the supporting schedules included in the
Registration Statement present fairly the information required to be stated
therein.

(f) The pro forma adjustments described in the Prospectus have
been properly applied on the bases described therein and the Company and each
Subsidiary Guarantor believe that such adjustments and the assumptions which
underlie such adjustments are reasonable.

<PAGE>

(g) The statistical and market-related data included in the
Prospectus are based on or derived from sources which the Company and each
Subsidiary Guarantor believe to be reliable and accurate.

(h) This Agreement has been duly authorized, executed and
delivered by the Company and each Subsidiary Guarantor.

(i) The Indenture has been duly qualified under the Trust
Indenture Act and has been duly authorized, executed and delivered by the
Company and each Subsidiary Guarantor and is a valid and binding agreement of
the Company and each Subsidiary Guarantor, enforceable in accordance with its
terms except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and (ii) rights
of acceleration and the availability of equitable remedies may be limited by
equitable principles of general applicability.

(j) The Notes have been duly authorized by the Company and the
Subsidiary Guarantees have been duly authorized by each of the Subsidiary
Guarantors and, when the Notes are executed by the Company and authenticated by
the Trustee in accordance with the provisions of the Indenture and delivered to
and paid for by the Underwriter in accordance with the terms of this Agreement,
the Notes will be entitled to the benefits of the Indenture, and will be valid
and binding obligations of the Company and each of the Subsidiary Guarantors,
enforceable in accordance with their terms except as (i) the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (ii) rights of acceleration and the availability
of equitable remedies may be limited by equitable principles of general applica-
bility.

(k) The Warrant Agreement has been duly authorized, executed and
delivered by the Company and is a valid and binding agreement of the Company,
enforceable in accordance with its terms except as (i) the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and (ii) rights of acceleration and the availability
of equitable remedies may be limited by equitable principles of general
applicability.

<PAGE>

(l) The Warrants have been duly authorized by the Company and
are fully paid and nonassessable and, when the Warrants are executed by the
Company and authenticated by the Company in accordance with the provisions of
the Warrant Agreement and delivered to and paid for by the Underwriter in
accordance with the terms of this Agreement, the Warrants will be entitled to
the benefits of the Warrant Agreement, and will be valid and binding obligations
of the Company, enforceable in accordance with their terms except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and (ii) rights of acceleration and the
availability of equitable remedies may be limited by equitable principles of
general applicability.

(m) The Warrants are exercisable into Warrant Shares in
accordance with the terms of the Warrant Agreement. The Warrant Shares have
been duly authorized for issuance and reserved by the Company and, when issued
upon exercise of the Warrants in accordance with the terms thereof, will be
validly issued, fully paid and nonassessable. All Warrants and Warrant Shares,
upon issuance, will be free of preemptive or similar rights.

(n) The execution and delivery by the Company and each of the
Subsidiary Guarantors of, and the performance by the Company and each of the
Subsidiary Guarantors of their respective obligations under, this Agreement, the
Indenture (including the Subsidiary Guarantees which are set forth therein), and
the Notes as well as the consummation of the transactions contemplated hereby
and in the Registration Statement, including the Offering and application of the
proceeds thereof as set forth in the Prospectus and each component of the Trans-
action (as defined in the Prospectus), will not contravene any provision of
applicable law or the charter documents of the Company or any Subsidiary
Guarantor, or any agreement or other instrument binding upon the Company or any
Subsidiary Guarantor, or any judgment, order or decree of any governmental body,
agency or court having jurisdiction over the Company or any of its subsidiaries,
and no consent, approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by the Company of
its obligations under this Agreement, the Indenture (including the Subsidiary
Guarantees which are set forth therein) or

<PAGE>

the Notes as well as the consummation of the transactions contemplated hereby
and by the Registration Statement (including the Offering and application of the
proceeds thereof as set forth in the Prospectus) and each component of the
Transaction), except such as may be required by the securities or Blue Sky laws
of the various states in connection with the offer and sale of the Notes.

(o) The execution and delivery by the Company of, and the
performance by the Company of its obligations under the Warrant Agreement and
the Warrants as well as the issuance of the Warrant Shares in accordance with
the terms of the Warrants and the Warrant Agreement will not contravene any
provision of applicable law or the charter documents of the Company or any of
its subsidiaries or any agreement or other instrument binding upon the Company
or any subsidiary of the Company, or any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Company or any
subsidiary of the Company, and no consent, approval, authorization or order of,
or qualification with, any governmental body or agency is required for the
performance by the Company of its obligations under the Warrant Agreement and
the Warrants as well as the issuance of the Warrant Shares in accordance with
the terms of the Warrants and the Warrant Agreement, except such as may be
required by the securities or Blue Sky laws of the various states in connection
with the offer and sale of the Warrants and the Warrant Shares.

(p) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the condition,
financial or otherwise, or in the earnings, business or operations of the
Company and its subsidiaries, taken as a whole, from that set forth in the
Prospectus.

(q) Each of the Company and its subsidiaries is not in violation
of its respective charter or bylaws and each of the Company and its subsidiaries
is not in default in the performance of any bond, debenture, note or any other
evidence of indebtedness or any indenture, mortgage, deed of trust or other
contract, lease or other instrument to which the Company or any of its subsid-
iaries is a party or by which any of them is bound, or to which any of the prop-
erty or assets of the Company or any of its subsidiaries is subject, except such
as

<PAGE>

have been waived or which would not have, singly or in the aggregate, a material
adverse effect on the Company and its subsidiaries, taken as a whole.

(r) The Company and each of its subsidiaries has all necessary
consents, authorizations, approvals, orders, licenses, certificates and permits
of and from, and has made all declarations and filings with, all foreign,
federal, state, local and other governmental authorities, all self-regulatory
organizations and all courts and other tribunals, to own, lease, license,
operate and use its properties and assets and to conduct its business in the
manner described in the Prospectus, except to the extent that the failure to
obtain or file would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole.

(s) There are no legal or governmental proceedings pending or
threatened to which the Company or any of its subsidiaries is a party or to
which any of the properties of the Company or any of its subsidiaries is subject
that are required to be described in the Registration Statement or the Pro-
spectus and are not so described or any statutes, regulations, contracts or
other documents that are required to be described in the Registration Statement
or the Prospectus or to be filed as exhibits to the Registration Statement that
are not described or filed as required.

(t) There is (i) no significant unfair labor practice complaint
pending against the Company or any of its subsidiaries or, to the best knowledge
of the Company, threatened against any of them, before the National Labor
Relations Board or any state or local labor relations board, and no significant
grievance or significant arbitration proceeding arising out of or under any col-
lective bargaining agreement is so pending against the Company or any of its
subsidiaries or, to the best knowledge of the Company, threatened against any of
them, (ii) no significant strike, labor dispute, slowdown or stoppage pending
against the Company or any of them or, to the best knowledge of the Company,
threatened against the Company or any of its subsidiaries and (iii) to the best
knowledge of the Company, no union representation question existing with respect
to the employees of the Company or any of its subsidiaries and, to the best
knowledge of the Company, no union organizing activities are taking

<PAGE>

place, except (with respect to any matter specified in clause (i), (ii) or (iii)
above, singly or in the aggregate) such as could not reasonably be expected to
have a material adverse effect on the Company and its subsidiaries, taken as a
whole.

(u) Each preliminary prospectus filed as part of the
Registration Statement as originally filed or as part of any amendment thereto,
or filed pursuant to Rule 424 under the Securities Act, complied when so filed
in all material respects with the Securities Act and the rules and regulations
of the Commission thereunder.

(v) None of the Company, EGOC or any Subsidiary Guarantor is an
"investment company" or an entity "controlled" by an "investment company," as
such terms are defined in the Investment Company Act of 1940, as amended.

(w) The Company and its subsidiaries are (i) in compliance with
any and all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
("Environmental Laws"), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (iii) are in compliance with all terms and conditions
of any such permit, license or approval, except where such noncompliance with
Environmental Laws, failure to receive required permits, licenses or other
approvals or failure to comply with the terms and conditions of such permits,
licenses or approvals would not, singly or in the aggregate, have a material
adverse effect on the Company and its subsidiaries, taken as a whole.

(x) In the ordinary course of its business, the Company conducts
a periodic review of the effect of Environmental Laws on the business, oper-
ations and properties of the Company and its subsidiaries, in the course of
which it identifies and evaluates associated costs and liabilities (including,
without limitation, any capital or operating expenditures required for clean-up,
closure of properties or compliance with Environmental Laws or any permit,
license or approval, any related constraints on operating activities and any

<PAGE>

potential liabilities to third parties). On the basis of such review, the
Company has reasonably concluded that such associated costs and liabilities
would not, singly or in the aggregate, have a material adverse effect on the
Company and its subsidiaries, taken as a whole.

(y) The Company and each of its subsidiaries maintains insurance
covering their properties, operations, personnel and businesses. Such insurance
insures against such losses and risks as are adequate in accordance with
customary industry practice to protect the Company and its subsidiaries and
their businesses. Neither the Company nor any of its subsidiaries has received
notice from any insurer or agent of such insurer that substantial capital
improvements or other expenditures will have to be made in order to continue
such insurance. All such insurance is outstanding and duly in force on the date
hereof and will be outstanding and duly in force on the Closing Date.

(z) The Company has complied with all provisions of Section
517.075, Florida Statutes (Chapter 92-198, Laws of Florida).

(aa) No holder of any security of the Company or any Subsidiary
Guarantor has any right to require registration of such security (except as has
been waived) which arises from the filing or effectiveness of the Registration
Statement, the issuance of the Notes or Warrants or the consummation of the
Transaction and the Offering.

(bb) All of the issued and outstanding shares of capital stock
of each subsidiary of the Company listed on Schedule I hereto have been duly
authorized, are validly issued, fully paid and non-assessable and are wholly
owned by the Company, directly or indirectly, and on the Closing Date will be
wholly owned by the Company directly, in each case free and clear of any lien,
except for the first priority security interest created by the lien pursuant to
the Indenture (the "Lien"). The Lien has been duly authorized and creates a
legal, valid and binding obligation of the Company, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization or other simi-
lar laws affecting enforcement of creditors' rights generally or by general
principles of equity (regardless of whether

<PAGE>

enforcement is considered in a proceeding in equity or at law), and is not in
default.

(cc) The pledge of the Pledged Shares made pursuant to the terms
of the Indenture creates a valid and perfected first priority security interest
in the Pledged Shares in favor of the Trustee on behalf and for the benefit of
the holders of the Notes (the "Holders") and the Trustee securing the
obligations (the "Obligations") of the Company and each Subsidiary Guarantor
under the Notes and the Indenture, and no filings, recordings, registrations,
deliveries or other actions are required in order to perfect the security
interest created by the Lien in the Pledged Shares.

(dd) The Company had at the date indicated a capitalization as
set forth in the Prospectus in the column entitled "Actual" under the caption
"Capitalization," and the authorized capital stock of the Company conforms as to
legal matters to the description thereof contained in the Prospectus.

II.

The Company hereby agrees to sell to the Underwriter, and the
Underwriter, upon the basis of the representations and warranties herein
contained, but subject to the conditions hereinafter stated, agrees, to purchase
from the Company _______ Units, each Unit consisting of______ Notes and ______
Warrants at a purchase price of $______ per Unit, plus accrued interest on the
Notes, if any, from June __, 1994, to the date of payment and delivery.

III.

The Company is advised by the Underwriter that the Underwriter
proposes to make a public offering of the Units as soon after the Registration
Statement and this Agreement have become effective as in your judgment is
advisable. The Company is further advised by you that the Units are to be
offered to the public initially at $_______ per Unit (such price of a Unit being
the "public offering price" of such Unit), plus accrued interest on the Notes,
if any, and to certain dealers selected by you

<PAGE>

at a price that represents a concession not in excess of ____% of the principal
amounts at maturity of the Units, and that the Underwriter may allow, and such
dealers may reallow, a concession, not in excess of ____% of the principal
amounts at maturity of the Units to the Underwriter or to certain other dealers.

IV.

Payment for the Units shall be made by certified or official bank
check or checks payable to the order of the Company in New York Clearing House
funds at the office of Morgan Stanley & Co. Incorporated, 1251 Avenue of the
Americas, New York, New York at 10:00 A.M., local time, on __________, 1994, or
at such other time on the same or such other date, not later than __________,
1994, as shall be designated in writing by you. The time and date of such
payment are hereinafter referred to as the Closing Date.

Payment for the Units shall be made against delivery to you of the
Units registered in such names and in such denominations as you shall request in
writing not later than two full business days prior to the date of delivery,
with any transfer taxes payable in connection with the transfer of the Units to
the Underwriter duly paid.

The obligations of the Company and the obligations of the Underwriter
hereunder are subject to the condition that the Registration Statement shall
have become effective not later than the date hereof.

The obligations of the Underwriter hereunder are subject to the
following further conditions:

(a) Subsequent to the execution and delivery of this Agreement
and prior to the Closing Date,

(i) there shall not have occurred any downgrading, nor
shall any notice have been given of any intended or potential downgrading
or of any review for a possible change that does not

<PAGE>

indicate the direction of the possible change, in the rating accorded any
of the securities of either the Company or EGOC by any "nationally
recognized statistical rating organization," as such term is defined for
purposes of Rule 436(g)(2) under the Securities Act; and

(ii) there shall not have occurred any change, or any
development involving a prospective change, in the condition, financial or
otherwise, or in the earnings, business or operations, of the Company and
its subsidiaries, taken as a whole, from that set forth in the Registration
Statement, that, in your judgment, is material and adverse and that makes
it, in your judgment, impracticable to market the Units on the terms and in
the manner contemplated in the Prospectus.

(b) You shall have received on the Closing Date certificates,
dated the Closing Date and signed by an executive officer of the Company and of
each Subsidiary Guarantor, to the effect set forth in clause (a)(i) above and to
the effect that the representations and warranties of the Company and of each
Subsidiary Guarantor contained in this Agreement are true and correct as of the
Closing Date and that the Company and each of the Subsidiary Guarantors has
complied with all of the agreements and satisfied all of the conditions on its
part to be performed or satisfied on or before the Closing Date.

The officers signing and delivering such certificate or certificates
may rely upon the best of their knowledge as to proceedings threatened.

(c) You shall have received on the Closing Date an opinion of
Wilmer, Cutler & Pickering, counsel for the Company, dated the Closing Date, to
the effect that:

(i) each of the Company and EGOC (immediately prior to its
Merger into the Company) has been duly incorporated, is validly existing as
a corporation in good standing under the laws of the State of Missouri and
has the corporate power and authority to own its property and to conduct
its business as described in the Prospectus and is duly

<PAGE>

qualified to transact business and is in good standing in each jurisdiction
in which the conduct of its business or its ownership or leasing of
property requires such qualification, except to the extent that the failure
to be so qualified or be in good standing would not have a material adverse
effect on the Company and its subsidiaries, taken as a whole;

(ii) each of the Subsidiary Guarantors is duly incorporated
and validly existing as a corporation in good standing under the laws of
its jurisdiction of incorporation, has full corporate power and authority
to own its property and to conduct its business as described in the
Prospectus and is duly qualified to transact business and is in good
standing in each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification, except to the
extent that the failure to be so qualified or be in good standing would not
have a material adverse effect on the Company and its subsidiaries, taken
as a whole, PROVIDED that with respect to the Subsidiary Guarantors such
opinion may be based on review of certificates of good standing from
appropriate authorities and such additional documentation as such counsel
deems appropriate;

(iii) all of the issued and outstanding shares of capital
stock of each subsidiary of the Company listed on Schedule I hereto have
been duly authorized, are validly issued, fully paid and nonassessable and
are (or in the case of PSNC, on the Closing Date will be) wholly owned by
the Company, directly or indirectly, and on the Closing Date will be wholly
owned by the Company directly, free and clear of any lien except the Lien.
The Lien has been duly authorized and creates a legal, valid and binding
obligation of the Company, except as enforcement therefrom may be limited
by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws affecting enforcement of creditor's rights
generally or by general principles of equity (regardless of whether the
enforcement is considered in a proceeding in equity or at law), and is not
in default;

<PAGE>

(iv) this Agreement has been duly authorized, executed and
delivered by the Company and by each Subsidiary Guarantor;

(v) the Indenture has been duly qualified under the Trust
Indenture Act and has been duly authorized, executed and delivered by the
Company and by each Subsidiary Guarantor and is a valid and binding
agreement of the Company and of each Subsidiary Guarantor, enforceable in
accordance with its terms except as (i) the enforceability thereof may be
limited by (a) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws affecting creditors' rights
generally and (b) rights of acceleration and the availability of remedies
may be limited by equitable principles of general applicability and (ii)
the waiver contained in Section 5.12 of the Indenture may be deemed
unenforceable;

(vi) the Notes have been duly authorized by the Company and
the Subsidiary Guarantees have been duly authorized by each of the
Subsidiary Guarantors and, when the Notes are executed by the Company and
authenticated by the Trustee in accordance with the provisions of the
Indenture and delivered to and paid for by the Underwriter in accordance
with the terms of this Agreement, the Notes will be entitled to the
benefits of the Indenture and will be valid and binding obligations of the
Company and each of the Subsidiary Guarantors, enforceable in accordance
with their terms except as (a) the enforceability thereof may be limited by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
or similar laws affecting creditors' rights generally and (b) rights of
acceleration and the availability of remedies may be limited by equitable
principles of general applicability;

(vii) the Warrant Agreement has been duly authorized,
executed and delivered by the Company and is a valid and binding agreement
of the Company, enforceable in accordance with its terms except as (a) the
enforceability thereof may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or similar laws

<PAGE>

affecting creditors' rights generally and (b) rights of acceleration and
the availability of remedies may be limited by equitable principles of
general applicability;

(viii) the Warrants have been duly authorized by the
Company, are fully paid and nonassessable and, when the Warrants are
executed by the Company and authenticated by the Company in accordance with
the provisions of the Warrant Agreement and delivered to and paid for by
the Underwriter in accordance with the terms of this Agreement, the
Warrants will be entitled to the benefits of the Warrant Agreement and will
be valid and binding obligations of the Company, enforceable in accordance
with their terms except as (a) the enforceability thereof may be limited by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
or similar laws affecting creditors' rights generally and (b) rights of
acceleration and the availability of remedies may be limited by equitable
principles of general applicability;

(ix) the Warrant Shares have been duly authorized for
issuance by the Company and, when issued upon exercise of the Warrants in
accordance with the terms thereof, will be validly issued, fully paid and
nonassessable, and the Warrants and Warrant Shares are free of preemptive
or similar rights;

(x) the execution and delivery by the Company and each of
the Subsidiary Guarantors of, and the performance by the Company and each
of the Subsidiary Guarantors of their respective obligations under, this
Agreement, the Indenture (including the Guarantees which are set forth
therein) and the Notes, as well as the consummation of the transactions
contemplated hereby and in the Registration Statement, including the
Offering and application of the proceeds thereof as set forth in the
Prospectus and each component of the Transaction, and the Lien of the
Pledged Shares, will not contravene any provision of applicable law or the
charter documents of the Company or any Subsidiary Guarantor, or any
agreement or other instrument binding upon the Company or any Subsidiary
Guarantor, or any

<PAGE>

judgment, order or decree of any governmental body, agency or court having
jurisdiction over the Company or any Subsidiary Guarantor, and no consent,
approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by the Company
of its obligations under this Agreement, the Indenture (including the
Subsidiary Guarantees which are set forth therein), or the Notes as well as
the consummation of the transactions contemplated hereby and by the
Registration Statement (including the Offering and application of the
proceeds thereof as set forth in the Prospectus and each component of the
Transaction), except such as may be required by the securities or Blue Sky
laws of the various states in connection with the offer and sale of the
Notes;

(xi) the execution and delivery by the Company of, and the
performance by the Company of its obligations under the Warrant Agreement
and the Warrants as well as the issuance of the Warrant Shares in
accordance with the terms of the Warrants and the Warrant Agreement will
not contravene any provision of applicable law or the charter documents of
the Company or any of its subsidiaries or any agreement or other instrument
binding upon the Company or any subsidiary of the Company, or any judgment,
order or decree of any governmental body, agency or court having
jurisdiction over the Company or any subsidiary of the Company, and no
consent, approval, authorization or order of or qualification with, any
governmental body or agency is required for the performance by the Company
of its obligations under the Warrant Agreement and the Warrants as well as
the issuance of the Warrant Shares in accordance with the terms of the
Warrants and the Warrant Agreement, except such as may be required by the
securities or Blue Sky laws of the various states in connection with the
offer and sale of the Warrants and the Warrant Shares;

(xii) the statements (1) in the Prospectus under the
captions "Description of the Units," "Description of the Senior Secured
Notes," "Description of the Warrants," "Description of Capital Stock,"
"Management," "Certain Relationships and Related Transactions,"
"Description of Other

<PAGE>

Indebtedness," "Business--Legal Proceedings," "Business--Regulation" and
"The Underwriter" and (2) in the Registration Statement under Items 14 and
15, in each case only insofar as such statements constitute summaries of
the legal matters, documents and proceedings referred to therein, fairly
present the information called for with respect to such legal matters,
documents and proceedings and fairly summarize the matters referred to
therein;

(xiii) after due inquiry, such counsel does not know of any
legal or governmental proceedings pending or threatened to which the
Company or any of its subsidiaries is a party or to which any of the
properties of the Company or any of its subsidiaries is subject that are
required to be described in the Registration Statement or the Prospectus
and are not so described or of any statutes, regulations, contracts or
other documents that are required to be described in the Registration
Statement or the Prospectus or to be filed as exhibits to the Registration
Statement that are not described or filed as required;

(xiv) none of the Company, EGOC or any Subsidiary Guarantor
is an "investment company" or an entity "controlled" by an "investment
company," as such terms are defined in the Investment Company Act of 1940,
as amended;

(xv) the Registration Statement has become effective under
the Securities Act and no stop order suspending the effectiveness of the
Registration Statement has been issued under the Securities Act and no
proceedings therefore have been initiated by the Commission; and any
required filing of the Prospectus pursuant to Rule 424(b) under the
Securities Act has been made in accordance with Rule 424(b) and Rule 430A
under the Securities Act;

(xvi) (1) such counsel is of the opinion that the
Registration Statement and Prospectus (except for financial statements,
schedules and other financial data included therein as to which such
counsel need not express any opinion) comply as to form in all material
respects with the Securities

<PAGE>

Act and the rules and regulations of the Commission thereunder, and (2)
nothing has come to the attention of such counsel that would cause such
counsel to believe (a) that (except for financial statements, schedules and
other financial data as to which such counsel need not express any belief
and except for that part of the Registration Statement that constitutes the
Form T-1 of the Trustee heretofore referred to) the Registration Statement
and the prospectus included therein at the time the Registration Statement
became effective any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading or (b) that (except for financial
statements, schedules and financial data as to which such counsel need not
express any belief and except for that part of the Registration Statement
that constitutes the Form T-1 of the Trustee heretofore referred to) the
Prospectus as of the Closing Date contained any untrue statement of a
material fact or omitted to state a material fact necessary in order to
make the statements therein, in light of the circumstances under which they
were made, not misleading;

(xvii) the merger of EGOC with and into the Company has
become effective such that the Company owns, directly, all of the
outstanding shares of capital stock of each of the subsidiaries listed on
Schedule I hereto, free and clear of any lien, except for the Lien;

(xviii) the delivery of the certificates representing the
Pledged Shares to the Trustee together with the Pledge Agreement creates in
favor of the Trustee for the benefit of the Holders a valid and perfected
security interest in the Pledged Shares to secure the Obligations. No
interest of any other creditor of the Company is equal or prior to the
security interest of the Trustee in the Pledged Shares;

<PAGE>

(xix) the Company has the authority to convey the Pledged
Shares pursuant to the Lien, and no filings or recordings are required in
order to perfect such security interest created by the Lien on the Pledged
Shares;

(xx) the authorized capital stock of the Company consists
of 20,000,000 shares of Common Stock, $.001 par value, of which 13,832,270
shares are validly issued, fully paid and non-assessable, and of which
329,500 shares are held by the Company and its subsidiaries. The
authorized capital stock of the Company conforms as to legal matters to the
description thereof contained in the Prospectus;

(xxi) all conditions precedent to the satisfaction and
discharge or defeasance of, and the acknowledgment by the respective
trustee of the discharge of the Company's obligations under and pursuant
to, the Company's 9% Convertible Subordinated Debentures due 1998 and the
Company's 12% Senior Subordinated Debentures due 2002 and the agreements
under which such securities were issued have been complied with;

(xxii) all conditions precedent to the redemption and
discharge or defeasance of, and the acknowledgement by the trustee of the
discharge of the Company's obligations under and pursuant to, $13,700,000
principal amount of the Company's 9% Convertible Subordinated Debentures
due 2007 have been complied with; and

(xxiii) the Credit Agreement, dated as of June ___, 1994,
providing for the New Credit Facility has been duly authorized, executed
and delivered by the Company and is a valid and binding obligation of the
Company enforceable in accordance with its terms except as (a) the
enforceability thereof may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or similar laws affecting creditors'
rights generally and (b) rights of acceleration and the availability of
remedies may be limited by equitable principles of general applicability.

<PAGE>

In giving such opinion, (i) as to all matters governed by the
laws of the State of Missouri such counsel may rely upon the opinion of Watson,
Ess, Marshall and Enggas, (ii) as to all matters governed by the laws of the
State of Illinois such counsel may rely upon the opinion of and
(iii) as to all matters governed by the laws of the State of New York such
counsel may assume that the laws of the District of Columbia are identical to
the laws of the State of New York for all purposes relevant to the opinion of
such counsel.

(d) You shall have received on the Closing Date an opinion in a
form satisfactory to you of Skadden, Arps, Slate, Meagher & Flom, special
counsel for the Underwriter, dated the Closing Date, covering the matters
referred to in subparagraphs (iv), (v), (vi), (vii), (viii), (ix), (xii) (but
only as to the statements in the Prospectus under "Description of the Units,"
"Description of the Senior Secured Notes," "Description of the Warrants" and
"The Underwriter"), and (xvi) of paragraph (c) above. The opinion of Skadden,
Arps, Slate, Meagher & Flom may state that in rendering its opinion it will rely
on the opinion of Watson, Ess, Marshall and Enggas with respect to matters of
Missouri law.

With respect to subparagraph (xvi) of paragraph (c) above, Wilmer,
Cutler & Pickering and Skadden, Arps, Slate, Meagher & Flom may state that their
opinion and belief are based upon their participation in the preparation of the
Registration Statement and Prospectus and any amendments or supplements thereto
and review and discussion of the contents thereof, but are without independent
check or verification except as specified.

The opinion of Wilmer, Cutler & Pickering described in paragraph (c)
above shall be rendered to you at the request of the Company and shall so state
therein.

(e) You shall have received, on each of the date hereof and the
Closing Date, a letter dated the date hereof or the Closing Date, as the case
may be, in form and substance satisfactory to you, from Baird, Kurtz & Dobson,
independent public accountants for the Company, containing statements and
information of the type ordinarily included in accountants' "comfort letters" to
underwriters with respect to the financial statements and

<PAGE>

certain financial information contained in the Registration Statement and the
Prospectus.

(f) On or prior to the Closing Date, (i) the Company or EGOC, as
the case may be, shall have (A) consummated each of the transactions comprising
the Transaction on the terms set forth in the Prospectus, and the EGOC Merger
shall have become effective and (B) applied the proceeds of the Offering in the
manner specified in the Prospectus and provided to you evidence thereof
satisfactory to you and of the discharge or defeasence of the Company's
obligations under the 12% Senior Subordinated Debentures due 2002 and the 9%
Subordinated Debentures due 1998 and (ii) the persons named as parties to the
Stock Redemption Agreement shall have executed such agreement in the form filed
as an exhibit to the Registration Statement.

(g) The Company shall have delivered to the Trustee certificates
representing all of the outstanding shares of capital stock of each of its
subsidiaries in accordance with the terms of the Indenture.

(h) Upon delivery of the certificates representing the Pledged
Shares to the Trustee, the Company shall have caused a valid, perfected security
interest in all of the right, title and interest of the Company in and to the
Pledged Shares to be granted to the Trustee for the equal and ratable benefit of
the holders of the Securities, with the priority and otherwise as and to the
extent required by the Indenture. No filings or recordings shall be required in
order to perfect the security interest created in the Pledged Shares under the
Indenture.

(i) On or before the Closing Date, you shall have received a
copy of an opinion of Valuation Research Corporation addressed to the Company as
to the solvency of the Company both prior to and following the Transaction and
the Offering in a form previously reviewed and approved by you.

<PAGE>

VI.

In further consideration of the agreements of the Underwriter herein
contained, the Company covenants as follows:

(a) To furnish you, without charge, three signed copies of the
Registration Statement (including exhibits thereto) and, during the period
mentioned in paragraph (c) below, as many copies of the Prospectus and any
supplements and amendments thereto or to the Registration Statement as you may
reasonably request.

(b) Before amending or supplementing the Registration Statement
or the Prospectus, to furnish to you a copy of each such proposed amendment or
supplement and not to file any such proposed amendment or supplement to which
you reasonably object.

(c) If, during such period after the first date of the public
offering of the Units as in the opinion of your counsel the Prospectus is
required by law to be delivered in connection with sales by an underwriter or
dealer, any event shall occur or condition exist as a result of which it is
necessary to amend or supplement the Prospectus in order to make the statements
therein, in the light of the circumstances when the Prospectus is delivered to a
purchaser, not misleading, or if, in the opinion of your counsel, it is
necessary to amend or supplement the Prospectus to comply with law, forthwith to
prepare, file with the Commission and furnish, at its own expense, to the
underwriters and to the dealers (whose names and addresses you will furnish to
the Company) to which Units may have been sold by you and to any other dealers
upon request, either amendments or supplements to the Prospectus so that the
statements in the Prospectus as so amended or supplemented will not, in the
light of the circumstances when the Prospectus is delivered to a purchaser, be
misleading or so that the Prospectus, as amended or supplemented, will comply
with law.

(d) To endeavor to qualify the Units for offer and sale under
the securities or Blue Sky laws of such jurisdictions as you shall reasonably
request and to pay all expenses (including fees and disbursements of counsel) in
connection with such qualification and in

<PAGE>

connection with (i) the determination of the eligibility of the Units for in-
vestment under the laws of such jurisdiction as you may designate and (ii) any
review of the offering of the Securities by the National Association of Secu-
rities Dealers, Inc.

(e) To comply, until such time as the distribution of the Units
shall have terminated, with all provisions of Section 517.075, Florida Statutes
(Chapter 92-198, Laws of Florida).

(f) To make generally available to the Company's security
holders and to you as soon as practicable an earning statement covering the
twelve-month period ending _______________, 1995, that satisfies the provisions
of Section 11(a) of the Securities Act and the rules and regulations of the
Commission thereunder.

(g) During the period beginning on the date hereof and
continuing to and including the Closing Date, not to offer, sell, contract to
sell or otherwise dispose of any debt securities of the Company or any of its
subsidiaries or warrants to purchase equity securities of the Company
substantially similar to the Warrants (other than the Notes and Warrants),
without your prior written consent.

(h) To pay all document production charges and expenses of
Skadden, Arps, Slate, Meagher & Flom, special counsel for the Underwriter (but
not including their fees for professional services), in connection with the
preparation of this Agreement.

(i) To use the proceeds from the sale of the Units in the manner
discussed in the Prospectus under the caption "Use of Proceeds."

(j) To take all necessary and appropriate actions to consummate
each of the transactions comprising the Transaction on the terms set forth in
the Prospectus, and to cause EGOC to do the same.

(k) To reserve and continue to reserve as long as any Warrants
are outstanding a sufficient number of shares of Common Stock for issuance upon
exercise of the Warrants.

<PAGE>

VII.

The Company and each of the Subsidiary Guarantors agree to jointly and
severally indemnify and hold harmless the Underwriter and each person, if any,
who controls the Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred by the Underwriter or any such
controlling person in connection with defending or investigating any such action
or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any amendment thereof,
any preliminary prospectus or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
such untrue statement or omission or alleged untrue statement or omission based
upon information relating to the Underwriter furnished to the Company in writing
by the Underwriter expressly for use therein.

The Underwriter agrees to indemnify and hold harmless the Company and
each of the Subsidiary Guarantors, their directors, their officers who sign the
Registration Statement and each person, if any, who controls the Company or any
of the Subsidiary Guarantors within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Company and each of the Subsidiary Guarantors to
the Underwriter, but only with reference to information relating to the
Underwriter furnished to the Company by the Underwriter in writing by the
Underwriter expressly for use in the Registration Statement, any preliminary
prospectus, the Prospectus or any amendments or supplements thereto.

In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify

<PAGE>

the person against whom such indemnity may be sought (the "indemnifying party")
in writing and the indemnifying party, upon request of the indemnified party,
shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the parties to any such proceeding (including
any impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by the Underwriter,
in the case of parties indemnified pursuant to the second preceding paragraph,
and by the Company, in the case of parties indemnified pursuant to the first
preceding paragraph. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by the second and third sentences of this paragraph,
the indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 60 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior

<PAGE>

to the date of such settlement. Any such request to an indemnifying party for
reimbursement of fees and expenses of counsel shall be in writing and directed
to the attention of Mr. Paul Lindsey, Jr., Empire Gas Corporation, 1700 South
Jefferson Street, Lebanon, Missouri (if the Company is the indemnifying party)
or to General Counsel, Morgan Stanley & Co. Incorporated, 1251 Avenue of the
Americas, New York, New York (if the Underwriter is the indemnifying party). No
indemnifying party shall without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.

If the indemnification provided for in the first or second paragraph
of this Article VII is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriter on the
other hand from the offering of the Units or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
Underwriter on the other hand in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriter on the other hand in connection with
the offering of the Units shall be deemed to be in the same respective
proportions as the net proceeds from the offering of the Units (before deducting
expenses) received by the Company and the total underwriting discounts and
commissions received by the Underwriter, in each case as set forth in the table
on the cover of the Prospectus, bear to the aggregate

<PAGE>

public offering price of the Units. The relative fault of the Company on the
one hand and of the Underwriter on the other hand shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Underwriter and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

Each of the Company and the Underwriter agrees that it would not be
just and equitable if contribution pursuant to this Article VII were determined
by PRO RATA allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages and liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Article VII, the Underwriter shall not be
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages that the
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Article VII are not exclusive and shall not limit any rights or remedies which
may otherwise be available to any indemnified party at law or in equity.

The indemnity and contribution agreements contained in this Article
VII and the representations and warranties of the Company contained in this
Agreement shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of the Underwriter or any person controlling such Underwriter or by or on

<PAGE>

behalf of the Company, its officers or directors or any other person controlling
the Company and (iii) acceptance of and payment for any of the Units.

VIII.

This Agreement shall be subject to termination by notice given by the
Underwriter to the Company, if (a) after the execution and delivery of this
Agreement and prior to the Closing Date (i) trading generally shall have been
suspended or materially limited on or by, as the case may be, any of the New
York Stock Exchange, the American Stock Exchange, the National Association of
Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago
Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any
securities of the Company shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in the Underwriter's judgment, is material and adverse and (b) in the case
of any of the events specified in clauses (a)(i) through (iv), such event singly
or together with any other such event makes it, in the judgment of the
Underwriter, impracticable to market the Units on the terms and in the manner
contemplated in the Prospectus.

IX.

This Agreement shall become effective upon the later of (x) execution
and delivery hereof by the parties hereto and (y) release of notification of the
effectiveness of the Registration Statement by the Commission.

If this Agreement shall be terminated by the Underwriter, because of
any failure or refusal on the part of the Company or any Subsidiary Guarantor to
comply with the terms or to fulfill any of the conditions of this Agreement, or
if for any reason the Company or any Subsidiary Guarantor shall be unable to
perform its obligations under this Agreement, the Company and all Subsidiary
Guarantors will reimburse the Underwriter for all out-of-pocket expenses
(including the fees and disbursements of the Underwriter's counsel) reasonably
incurred

<PAGE>

by the Underwriter in connection with this Agreement or the Offering
contemplated hereunder.

This Agreement may be signed in two or more counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

<PAGE>

This Agreement shall be governed by and construed in accordance with
the internal laws of the State of New York.

Very truly yours,

EMPIRE GAS CORPORATION

By:________________________
Name:
Title:

Each of the SUBSIDIARY
GUARANTORS
set forth on Schedule I attached
hereto

By:____________________________________
Name: Paul S. Lindsey, Jr.
Title: President of each
Subsidiary Guarantor

Accepted as of the date first written above:

MORGAN STANLEY & CO.
INCORPORATED

By____________________________
Name:
Title:

<PAGE>

SCHEDULE I

Empire Tank Leasing Corporation
Empiregas Equipment Corporation
Empire Underground Storage, Inc.
Empire Industrial Sales Corporation
Utility Collection Corporation
Empiregas Transports, Inc. (Missouri)
Empiregas Aviation Corporation
Empiregas Transports, Inc. - OR
Empiregas Inc. of Clinton (Missouri)
Empiregas Inc. of Kansas City
Empiregas Inc. of Albany
Empiregas Inc. of Aiken
Empiregas of Arma, Inc.
Empiregas Inc. of Arnauldville
Empiregas Inc. of Auburn
Empiregas Inc. of Big Rapids
Empiregas Inc. of Bolivar
Empiregas Inc. of Boise
Empiregas Inc. of Boulder
Empiregas Inc. of Bowling Green
Empiregas Inc. of Brandon
Empiregas Inc. of Bremerton
Empiregas of Bristow, Inc.
Empiregas Inc. of Buffalo
Empiregas Inc. of Adrian
Empiregas Inc. of Camdenton
Empiregas Inc. of Canon City
Empiregas Inc. of Canton
Empiregas Inc. of Carthage
Empiregas Inc. of Castle Rock
Empiregas Inc. of Centerville
Empiregas Inc. of Charlotte
Empiregas Inc. of Chassel
Empiregas Inc. of Chehalis
Empiregas Inc. of Clinton, Illinois
Empiregas of Colcord, Inc.
Empiregas Inc. of Cole Camp
Empiregas Inc. of Coleman
Empiregas Inc. of Colorado Springs
Empiregas Inc. of Coquille
Empiregas Inc. of Cuba
Empiregas Inc. of Chetek
Empiregas Inc. of Denver
Empiregas Inc. of Dover
Empiregas Inc. of Durand
Empiregas Inc. of El Dorado Springs

<PAGE>

Empiregas Inc. of Elsberry
Empiregas Inc. of Elsinore
Empiregas Inc. of Escondido
Empiregas Inc. of Eunice
Empiregas Inc. of Evergreen
Salgas Inc. of Fairplay
Empiregas Inc. of Eau Claire
Empiregas Inc. of Fort Collins
Empiregas Inc. of Fowler
Empiregas Inc. of Mid-Missouri
Empiregas Inc. of Galveston
Empiregas Inc. of Galva
Empiregas Inc. of Gaylord
Empiregas Inc. of Globe
Empiregas Inc. of Goose Creek
Empiregas Inc. of Greeley
Empiregas Inc. of Grand Junction
Empiregas of Grove, Inc.
Empiregas Inc. of Hermiston
Empiregas Inc. of Hermitage
Empiregas Inc. of Hiawassee
Empiregas Inc. of Higginsville
Empiregas of Hitichita, Inc.
Empiregas Inc. of Hoopeston
Empiregas Inc. of Hornick
Empiregas Inc. of Humansville
Empiregas Inc. of Jacksonville
Empiregas Inc. of Jackson, MI
Empiregas Inc. of Kalamazoo
Empiregas Inc. of Kirksville
Empiregas Inc. of Lafayette
Empiregas Inc. of Lake Charles
Empiregas Inc. of Lake Providence
Empiregas Inc. of Laurie
Empiregas of Le Sueur, Inc.
Empiregas Inc. of Lincoln
Empiregas Inc. of Longmont
Empiregas Inc. of Los Angeles
Empiregas Inc. of Loveland
Empiregas Inc. of Marquette
Empiregas Inc. of Marshall
Empiregas Inc. of Medford
Empiregas Inc. of Menomonie
Empiregas Inc. of Merillan
Empiregas Inc. of Miller
Empiregas Inc. of Modesto
Empiregas Inc. of Monte Vista
Empiregas Inc. of Mount Vernon
Empiregas Inc. of Munising

<PAGE>

Empiregas Inc. of Murphy
Thrif-T-Gas Inc. of Blackwater
Empiregas Inc. of North Bend
Empiregas Inc. of North Myrtle Beach, Inc.
Empiregas Inc. of Oak Grove
Empiregas Inc. of Onawa
Empiregas Inc. of Orangeburg
Empiregas Inc. of Owensville
Empiregas Inc. of Santa Paula
Empiregas Inc. of Paducah
Empiregas Inc. of Palmyra
Empiregas Inc. of Placerville
Empiregas Inc. of Pomona
Empiregas Inc. of Potosi
Empiregas Inc. of Pueblo
Empiregas Inc. of Reedsport
Empiregas Inc. of Richland
Empiregas Inc. of Rolla
Empiregas Inc. of Sacramento
Empiregas Inc. of Sandy
Empiregas Inc. of Shell Lake
Empiregas Inc. of Siloam Springs
Empiregas of Stigler, Inc.
Empiregas Inc. of Susanville
Empiregas Inc. of Sunnyside
Empiregas Inc. of Rocky Mount
Empiregas Inc. of the Dalles
Empiregas Inc. of Tipton (Iowa)
Empiregas Inc. of Traverse City
Empiregas Inc. of Vandalia
Empiregas Inc. of Vassar
Empiregas Inc. of Vinita, Inc.
Empiregas Inc. of Warren
Empiregas Inc. of Warsaw (Missouri)
Empiregas Inc. of Washington
Empiregas Inc. of Waukon
Empiregas Inc. of Waynesville
Empiregas Inc. of Waynesville, NC
Empiregas Inc. of Wenatchee
Empiregas Inc. of Wentzville
Empiregas of Westville, Inc.
Empiregas Inc. of Wills Point
Empiregas Inc. of Wilmington
Empiregas Inc. of Wilson
Empiregas Inc. of Woodland Park
Empiregas Inc. of Yakima
Empiregas Inc. of Yucca Valley
Empiregas Inc. of Zebulon
Empiregas Inc. of Columbiana

<PAGE>

Empiregas of Zumbro Falls, Inc.
Ginco Gas Company, Inc.
Empiregas Inc. of Orange County
Empiregas Inc. of Morgan County
Empiregas Inc. of Lake Ozark
Empiregas Inc. of Waco
Empiregas Inc. of Paris, TX
Empiregas Inc. of Dallas, TX
Empiregas Inc. of Kemp
Empiregas Inc. of San Antonio
Thrift-T-Gas Co., Inc.
Empiregas Inc. of Paris, MO
Salida Gas Co., Inc.
Salgas Inc. of Gunnison
Empiregas Inc. of Toledo
Empiregas Inc. of Wilkesboro
Empiregas Inc. of Hendersville
Empiregas Inc. of North Carolina
Empiregas Inc. of Creedmoor
Empiregas Inc. of Apex
Empiregas Inc. of Durham
Empiregas Inc. of Warrenton

<PAGE>

EXHIBIT 5.1

June __, 1994

Empire Gas Corporation
1700 South Jefferson
Post Office Box 303
Lebanon, Missouri 65536

Ladies and Gentlemen:

We have acted as counsel to Empire Gas Corporation (the "Company") and
its subsidiaries in connection with the registration under the Securities Act of
1933, as amended, on a registration statement on Form S-1, Registration No. 33-
53343 (the "Registration Statement"), (i) by the Company of Units (the "Units")
consisting of Senior Secured Notes due 2004 (the "Senior Secured Notes"),
Warrants (the "Warrants") to purchase the Company's Common Stock, $.001 par
value per share (the "Common Stock"), and the Common Stock to be issued upon the
exercise of the Warrants and (ii) by the Company's wholly-owned subsidiaries
identified as guarantors in the Company's Registration Statement on Form S-1
filed with the Securities and Exchange Commission on April 29, 1994, as amended,
(collectively, the "Subsidiary Guarantors") of the guarantees of the Company's
indebtedness (the "Subsidiary Guarantees"). The Senior Secured Notes will be
issued under an Indenture (the "Indenture") in the form filed as Exhibit 4.2 to
the Registration Statement. The Warrants will be issued under a Warrant
Agreement (the "Warrant Agreement") in the form filed as Exhibit 4.3 to the
Registration Statement.

In connection with this opinion, we have examined and are familiar
with the originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration

<PAGE>

Statement, (ii) the form of the Indenture, (iii) the form of the Senior Secured
Notes to be issued by the Company included as an exhibit to the Indenture, (iv)
the form of the Warrant Agreement, (v) the form of the Warrants to be issued by
the Company included as an exhibit to the Warrant Agreement, (vi) the form of
the Guarantees to be issued by the Subsidiary Guarantors included as an exhibit
to the Indenture, (vii) the proposed form of the Underwriting Agreement included
as Exhibit 1.1 to the Registration Statement (the "Underwriting Agreement"),
(viii) the certificate or articles of incorporation and by-laws of the Company
and each of the Subsidiary Guarantors, (ix) resolutions of the Boards of
Directors of the Company and each of the Subsidiary Guarantors relating to the
proposed issuance of the Senior Secured Notes, the Warrants, the Common Stock,
and the Guarantees, and (x) such other documents as we have deemed necessary
or appropriate as a basis for this opinion.

In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. As to any facts material to this
opinion which we did not independently establish or verify, we have relied upon
statements or representations of officers and other representatives of the
Company and the Subsidiary Guarantors:

Based upon the foregoing, it is our opinion that:

1. The Senior Secured Notes have been duly authorized by the
Company. When executed, delivered and paid for as contemplated in the
Registration Statement, the Indenture and the Underwriting Agreement and
authenticated by the trustee under the Indenture, the Senior Secured Notes will
be legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms, except (a) as the enforcement
thereof may be limited by (i) bankruptcy, reorganization, insolvency,
moratorium, fraudulent conveyance and other similar laws relating to or
affecting creditors' rights generally and (ii) general principles of equity,
whether such enforceability is considered in a proceeding at law or in equity,
and the discretion of the court before which any proceeding therefor may be
brought, and (b) we express no opinion on the enforceability of the waiver of
stay and extension laws contained in the Indenture.

2. The Warrants have been duly authorized by the Company. When
executed, issued, and delivered as contemplated in the Registration Statement,
the Warrant Agreement and the Underwriting Agreement and authenticated by the
warrant agent under the Warrant Agreement, the Warrants will be legal, valid

<PAGE>

and binding obligations of the Company, enforceable against the Company in
accordance with their respective terms and the terms of the Warrant Agreement,
except as the enforcement thereof may be limited by (i) bankruptcy,
reorganization, insolvency, moratorium, fraudulent conveyance and other similar
laws relating to or affecting creditors' rights generally and (ii) general
principles of equity, whether such enforceability is considered in a proceeding
at law or in equity, and the discretion of the court before which any proceeding
therefor may be brought.

3. The shares of Common Stock of the Company to be issued upon the
exercise of the Warrants are validly authorized and, assuming (a) no change
occurs in the applicable law or pertinent facts, (b) the pertinent provisions of
such "blue-sky" and securities laws as may be applicable have been complied with
and (c) the Warrants are exercised and payment of the exercise price is made in
accordance with their terms and the terms of the Warrant Agreement, then the
shares of Common Stock so issuable will be validly issued, fully paid, and
nonassessable.

4. The Subsidiary Guarantees have been duly authorized by each
Subsidiary Guarantor. When executed and delivered as contemplated in the
Registration Statement, the Indenture and the Underwriting Agreement, the
Subsidiary Guarantees will be legal, valid and binding obligations of each
Subsidiary Guarantor, enforceable against each Subsidiary Guarantor in
accordance with their respective terms, except (a) as the enforcement thereof
may be limited by (i) bankruptcy, reorganization, insolvency, moratorium,
fraudulent conveyance and other similar laws relating to or affecting creditors'
rights generally and (ii) general principles of equity, whether such
enforceability is considered in a proceeding at law or in equity, and the
discretion of the court before which any proceeding therefor may be brought, and
(b) we express no opinion on the enforceability of the waiver of stay and
extension laws contained in the Indenture.

This opinion is effective as of the date hereof. We undertake no
obligation to update or supplement this letter to reflect any changes in laws
that may occur. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name under the caption
"Legal Matters" in the prospectus that is a part of the Registration Statement.

Very Truly Yours,

Wilmer, Cutler & Pickering

By:
-----------------------------------------

<PAGE>

EXHIBIT 8.1

June ___, 1994

Empire Gas Corporation
1700 S. Jefferson
Lebanon, Missouri 65536

Ladies and Gentlemen:

You have requested our opinion with respect to certain United States
Federal income tax issues relating to the issuance of Senior Secured Notes and
Warrants as more fully described in the Registration Statement of Empire Gas
Corporation ("the Company") filed under the Securities Act of 1933 with the
Securities and Exchange Commission on April 29, 1994, as amended through the
date hereof (the "Registration Statement"). Capitalized terms used herein and
not otherwise defined have the meanings set forth in the Registration Statement.

In rendering this opinion we have examined such statutes, regulations,
records, certificates and other documents as we have considered necessary or
appropriate as a basis for such opinion, including the Registration Statement
and the Form of Proposed Indenture between the Company and Shawmut Bank
Connecticut, National Association, Trustee, relating to the Senior Secured
Notes due 2004 (the "Proposed Indenture"). In such examination, we have assumed
that the Proposed Indenture will be executed substantially in the form we have
reviewed. We have also assumed the genuineness of all signatures, the proper
execution of all documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of documents submitted to us as copies,
and the authenticity of the originals of any copies. Further, this opinion is
based on a representation of the Company made to us in a letter dated June ___,
1994 that the factual statements in the Registration Statement are true and
correct as of that date. We are not aware of any facts or circumstances
contrary to or inconsistent with such representation.

<PAGE>

-2-

This opinion is based in part on our opinion dated June ____, 1994
addressed to the Company that the Senior Secured Notes have been duly authorized
by the Company and that when executed, delivered and paid for as contemplated in
the Registration Statement, the Indenture and the Underwriting Agreement, the
Senior Secured Notes will be legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their respective
terms, subject to the exceptions noted in such opinion.

Based on the foregoing, we are of the opinion that the material
Federal income tax consequences of an investment in Units are as described in
the Registration Statement under the heading "Certain Federal Income Tax
Considerations."

We are further of the opinion that the Senior Secured Notes will be
treated as indebtedness for Federal income tax purposes.

The opinions set forth in this letter are based on relevant provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), of Treasury
Regulations thereunder (including Proposed and Temporary Regulations), and
interpretations of the foregoing as expressed in court decisions, administrative
determinations, and legislative history as of the date hereof. This opinion is
effective as of the date hereof. We undertake no obligation to update or
supplement this letter to reflect any changes in laws that may occur.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein and under
the caption "Certain Federal Income Tax Considerations."

Sincerely yours,

Wilmer, Cutler & Pickering

By: _____________________________________

<PAGE>

EXHIBIT 10.7

EMPLOYMENT AGREEMENT

THIS AGREEMENT dated the ___ day of June, 1994 between EMPIRE GAS
CORPORATION, a Missouri corporation (the "Corporation"), and Paul S. Lindsey,
Jr. (the "Employee").

WITNESSETH:
WHEREAS, the Corporation desires to employ the Employee as its
President and Chief Executive Officer; and

WHEREAS, the Employee desires to accept such employment upon the terms
and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, the parties hereto agree as follows:

1. EMPLOYMENT. The Corporation hereby employs the Employee, and the
Employee hereby accepts employment by the Corporation, as the President and
Chief Executive Officer of the Corporation upon the terms and conditions set
forth herein.

2. TERM. Except as provided below, the term of this Agreement shall
commence on the "Effective Date" and end on the fifth anniversary of the
Effective Date (the "Initial Term"). The Agreement shall be automatically
extended for successive one-year periods, unless four (4) months prior to the
end of the applicable term either party notifies the other in writing that it
elects to terminate the Agreement. The Initial Term and any one-year term
extensions thereafter are hereinafter referred to as the "Term of Employment."
As used herein, "Effective Date" shall mean the date of the consummation of the
transactions contemplated by the Stock Redemption Agreement between the
Corporation and certain other parties dated as of _______________, 1994.

3. DUTIES. The Employee shall be employed in an executive capacity
as the President and Chief Executive Officer of the Corporation. The Employee
shall perform such duties and services, consistent with his positions, as may be
assigned to him from time to time by the Board of Directors of the Corporation.
In furtherance of the foregoing, the Employee hereby agrees to perform the
aforesaid duties and responsibilities and the other reasonable senior executive
duties and responsibilities assigned to him from time to time. The office of
the Corporation to which Employee shall be assigned shall be the Corporation's
present office in Lebanon, Missouri.

<PAGE>

The Corporation shall also recommend to the shareholders of the
Corporation that Employee be named as a Director of the Corporation during the
Term of Employment.

4. TIME TO BE DEVOTED TO EMPLOYMENT.

(a) Except for reasonable vacations and absences due to temporary
illness, during the Term of Employment, the Employee shall devote substantially
his full business time and energy to the business of the Corporation.

(b) During the Term of Employment, the Employee shall not be engaged
in any other business activity which, in the reasonable judgment of the
Corporation, conflicts with the duties of the Employee hereunder, whether or not
such activity is pursued for gain, profit or other pecuniary advantage.

5. COMPENSATION; REIMBURSEMENT.

(a) During the Term of Employment, the Corporation (or at the
Corporation's option, any subsidiary or affiliate thereof) shall pay to the
Employee an annual salary ("Base Salary") of Three Hundred Fifty Thousand
Dollars ($350,000), payable in installments as is the policy of the Corporation
with respect to employees of the Corporation at substantially the same
employment level as the Employee, but in no event less frequently than once per
month.

(b) During the Term of Employment, the Employee shall be entitled to
medical insurance coverage (the cost of which shall be paid by the Corporation)
and to such other fringe benefits and perquisites as are made available from
time to time to the employees of the Corporation at substantially the same
employment level as the Employee, including, without limitation, paid vacation.

(c) The Corporation shall reimburse Employee, in accordance with the
practice from time to time for other officers of the Corporation, for all
reasonable and necessary traveling expenses, disbursements and other reasonable
and necessary incidental expenses incurred by him for or on behalf of the
Corporation in the performance of his duties hereunder upon presentation by the
Employee to the Corporation of appropriate vouchers.

6. INVOLUNTARY TERMINATION.

(a) If the Employee is incapacitated or disabled by accident,
sickness or otherwise so as to render him mentally or physically incapable of
performing the services required to be performed by him under this Agreement for
a period of one hundred twenty (120) days (with at least sixty (60) of such days
being

- 2 -
<PAGE>

consecutive) during any ten-month period, the Corporation may, at that time or
within a reasonable time thereafter, at its option, with the approval of a
majority of the Board of Directors of the Corporation, terminate the employment
of the Employee and the Term of Employment under this Agreement immediately upon
giving him notice to that effect (such termination, as well as a termination
under Section 6(b) hereof, being hereinafter called an "Involuntary
Termination"). Until the Corporation shall have terminated the Employee's
employment hereunder in accordance with the foregoing, the Employee shall be
entitled to receive his compensation, notwithstanding any such physical or
mental disability.

(b) If the Employee dies during the Term of Employment, his
employment hereunder and the Term of Employment shall be deemed to cease as of
the date of his death.

7. TERMINATION FOR CAUSE. The Corporation may, with the approval of
a majority of the Board of Directors of the Corporation, terminate the
employment of the Employee hereunder and the Term of Employment at any time
during the Term of Employment for "cause" (such termination being hereinafter
called a "Termination for Cause") by giving the Employee notice of such
termination, upon the giving of which such termination shall take effect
immediately. For the purposes of this Section 7, "cause" shall mean (i) the
Employee's willful misconduct with respect to the business affairs of the
Corporation or any subsidiary or affiliate thereof, which action materially and
adversely affects the business or affairs of the Corporation or any subsidiary
or affiliate thereof, (ii) the Employee's failure in any material respect to
observe and perform his obligations and duties hereunder and such failure shall
not have been cured by the Employee within thirty (30) days of written notice
thereof from the Corporation, or (iii) the commission by the Employee of an act
involving embezzlement or fraud against the Corporation or commission or
conviction of a felony.

8. TERMINATION WITHOUT CAUSE. The Corporation may, with the
approval of a majority of the Board of Directors of the Corporation, terminate
the employment of the Employee hereunder and the Term of Employment at any time
during the Term of Employment without "cause" upon thirty (30) days prior
written notice (such termination being hereinafter called a "Termination Without
Cause"). If the Corporation fails in any material respect to observe and
perform its obligations and duties under this Agreement (including the
Corporation's materially diminishing Employee's authority and responsibility
without his consent) and such failure shall not be cured by the Corporation
within thirty (30) days of written notice thereof from the Employee, the
Employee may terminate the employment of the Employee and the Term of Employment
under this Agreement immediately upon giving the Corporation notice to that
effect

- 3 -
<PAGE>

(such termination being hereinafter also called a "Termination Without Cause").
Upon a Termination Without Cause, Employee shall be entitled to receive, in
addition to the amounts payable pursuant to Section 10 upon a Termination
Without Cause, severance pay in an amount equal to the Base Salary and
continuation of medical insurance coverage for a period of 12 months from the
date of the Termination Without Cause. The severance pay shall be paid in the
same installments as salary is paid.

9. VOLUNTARY TERMINATION. Any termination of the employment of the
Employee hereunder otherwise than as a result of an Involuntary Termination, a
Termination For Cause or a Termination Without Cause shall be deemed to be a
"Voluntary Termination." A Voluntary Termination shall be deemed to be
effective immediately upon the date of such termination.

10. EFFECT OF TERMINATION OF EMPLOYMENT.

(a) Upon the termination of the Employee's employment hereunder
pursuant to a Voluntary Termination, Involuntary Termination or a Termination
For Cause, neither the Employee nor his beneficiary or estate shall have any
further rights or claims against the Corporation under this Agreement except to
receive:

(i) the unpaid portion of the Base Salary provided for in
Section 5(a), computed on a PRO RATA basis to the date of termination;

(ii) reimbursement for any expenses for which the Employee shall
not have theretofore been reimbursed as provided in Section 5(c);

(iii) payment of all accrued and unused vacation time; and

(iv) any and all vested benefits under retirement plans or other
qualified or non-qualified plans in which Employee is a participant at
the time of termination, subject to applicable law and such plans.

(b) Upon the termination of the Employee's employment hereunder
pursuant to a Termination Without Cause, neither the Employee nor his
beneficiary or estate shall have any further rights or claims against the
Corporation under this Agreement except to receive a termination payment equal
to that provided in Section 10(a) hereof, plus the amounts set forth in
Section 8.

- 4 -
<PAGE>

11. GENERAL PROVISIONS.

(a) This Agreement and any or all terms hereof may not be changed,
waived, discharged, or terminated orally, but only by way of an instrument in
writing signed by the parties.

(b) This Agreement shall be governed by and construed in accordance
with the laws of the State of Missouri, without reference to the conflicts of
laws of the State of Missouri or any other jurisdiction.

(c) If any portion of this Agreement shall be found to be invalid or
contrary to public policy, the same may be modified or stricken by a court of
competent jurisdiction, to the extent necessary to allow the court to enforce
such provision in a manner which is as consistent with the original intent of
the provision as possible. The striking or modification by the court of any
provision shall not have the effect of invalidating the Agreement as a whole.

(d) This Agreement constitutes the entire and exclusive agreement
between Employee and Corporation pertaining to the subject matter thereof, and
supersedes and replaces any and all earlier agreements.

(e) The obligations of Sections 8, 10, 11, 12 and 13 shall survive
termination of this Agreement.

12. PROTECTION OF INFORMATION.

(a) Employee hereby covenants with Corporation that, throughout the
Term of Employment, Employee will serve Corporation's best interests loyally and
diligently. Throughout the course of employment by Corporation and thereafter,
Employee will not disclose or provide to any person, firm, corporation or entity
(except as appropriate in connection with his services to the Corporation) any
information which belongs to the Corporation or which comes into the possession
of the Corporation from a third party under an obligation of confidentiality,
including, without limitation, information relating to business methods,
procedures, suppliers or customer lists (collectively "Confidential
Information"), which Confidential Information, comes into his possession or
knowledge during the Term of Employment, and he will not use such Confidential
Information for his own purpose or for the purpose of any person, firm,
corporation or entity other than the Corporation.

(b) The provisions of Section 12(a) shall not apply to the following
Confidential Information:

(i) Confidential Information which at the time of disclosure is
already in the public domain;

- 5 -
<PAGE>

(ii) Confidential Information which the Employee can demonstrate
by written evidence was in his possession or known to him prior to the
effective date of this Agreement which is not subject to an obligation
of confidentiality to the Corporation;

(iii) Confidential Information which subsequently becomes part of
the public domain through no fault of the Employee;

(iv) Confidential Information which becomes known to the Employee
through a third party who is under no obligation of confidentiality to
the Corporation; and

(v) Confidential Information which is required to be disclosed
by law or by judicial or administrative proceedings.

13. NON-COMPETE. Employee agrees that during the Term of Employment
and for six months after termination of the Term of Employment he shall not
directly or indirectly be engaged in or assist others in engaging in any
business or activity which competes with any business or activity of the
Corporation, except as may be permitted under the Non-Competition Agreement
between the Corporation and Employee.

14. NOTICES. Notices and other communications hereunder shall be in
writing and shall be delivered personally or sent by air courier or first class
certified or registered mail, return receipt requested and postage prepaid,
addressed as follows:

If to the Employee: Paul S. Lindsey, Jr.
1700 South Jefferson Street
Lebanon, Missouri 65536

If to the Corporation: Empire Gas Corporation
1700 South Jefferson Street
Lebanon, Missouri 65536

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of delivery if personally delivered; on the business day after the date
when sent if sent by air courier; and on the third business day after the date
when sent if sent by mail, in each case addressed to such party as provided in
this Section or in accordance with the latest unrevoked direction from such
party.

15. HEADINGS. The section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

- 6 -
<PAGE>

16. ASSIGNMENT. This Agreement is personal in its nature and the
parties hereto shall not, without the consent of the other, assign or transfer
this Agreement or any rights or obligations hereunder; PROVIDED, HOWEVER, that
the provisions hereof shall inure to the benefit of, and be binding upon each
successor of the Corporation, whether by merger, consolidation, transfer of all
or substantially all assets, or otherwise and the heirs and legal
representatives of the Employee.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above written.

Corporation: EMPIRE GAS CORPORATION

By: __________________________

Title: _______________________

Employee: ______________________________
Paul S. Lindsey, Jr.

- 7 -

<PAGE>

EXHIBIT 10.8

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

ASSET PURCHASE AGREEMENT

BY AND AMONG

EMPIRE GAS CORPORATION,

EMPIREGAS, INC. OF NORTH CAROLINA,

PUBLIC SERVICE COMPANY
OF NORTH CAROLINA, INCORPORATED,

AND

PSNC PROPANE CORPORATION

JUNE __, 1994

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

TABLE OF CONTENTS

Section Page
- ------- ----

ARTICLE I.

PURCHASE AND SALE OF ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.1. ACQUISITION OF ASSETS. . . . . . . . . . . . . . . . . . 1
(a) REAL PROPERTY . . . . . . . . . . . . . . . . . . . 1
(b) RECEIVABLES . . . . . . . . . . . . . . . . . . . . 2
(c) INVENTORIES . . . . . . . . . . . . . . . . . . . . 2
(d) VEHICLES. . . . . . . . . . . . . . . . . . . . . . 2
(e) TANKS . . . . . . . . . . . . . . . . . . . . . . . 2
(f) MACHINERY AND EQUIPMENT . . . . . . . . . . . . . . 2
(g) OTHER ASSETS. . . . . . . . . . . . . . . . . . . . 2
Section 1.2. EXCLUDED ASSETS. . . . . . . . . . . . . . . . . . . . . 2
Section 1.3. ASSUMPTION OF CERTAIN CONTRACTS AND RELATED
LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.4. PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . 4
Section 1.5. ALLOCATION OF PURCHASE PRICE . . . . . . . . . . . . . . 5
Section 1.6. RELATED AGREEMENTS . . . . . . . . . . . . . . . . . . . 5
(a) NON-COMPETITION AGREEMENT . . . . . . . . . . . . . 5
(b) ASSIGNMENT AND ASSUMPTION AGREEMENT . . . . . . . . 5
(c) REAL ESTATE LICENSE AGREEMENTS. . . . . . . . . . . 5
Section 1.7. DETERMINATION OF ADDITIONAL AMOUNT . . . . . . . . . . . 6
(a) ADDITIONAL AMOUNT . . . . . . . . . . . . . . . . . 6
(b) INVENTORY . . . . . . . . . . . . . . . . . . . . . 6
Section 1.8. ADJUSTMENT TO PURCHASE PRICE FOR DISCREPANCY IN TANKS. . 6
(a) LISTING OF TANKS. . . . . . . . . . . . . . . . . . 6
(b) RESPONSIBILITY OF THE SELLER REGARDING CUSTOMER
DISPUTES. . . . . . . . . . . . . . . . . . . . . . 6
(c) DISPUTES OVER PROPOSED FINAL TANK SCHEDULE. . . . . 6
(d) CALCULATION OF TANK ADJUSTMENT. . . . . . . . . . . 7

ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF THE SELLER . . . . . . . . . . . . . . . . 7
Section 2.1. ORGANIZATION AND AUTHORITY . . . . . . . . . . . . . . . 8
Section 2.2. SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.3. ABSENCE OF CONFLICTS AND CONSENT REQUIREMENTS. . . . . . 8
Section 2.4. TITLE TO, AND CONVEYANCE OF, PROPERTIES AND ASSETS . . . 9
Section 2.5. LEASES . . . . . . . . . . . . . . . . . . . . . . . . . 9

<PAGE>

Section Page
- ------- ----

Section 2.6. COMPLIANCE WITH LAWS; CONDITION OF EQUIPMENT . . . . . . 9
Section 2.7. PERMITS. . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.8. BOOKS AND RECORDS. . . . . . . . . . . . . . . . . . . . 10
Section 2.9. TAX MATTERS. . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.10. LITIGATION . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.11. ENVIRONMENTAL MATTERS. . . . . . . . . . . . . . . . . . 11
Section 2.12. CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.13. EMPLOYEE BENEFITS. . . . . . . . . . . . . . . . . . . . 12
Section 2.14. ACCOUNTS RECEIVABLE. . . . . . . . . . . . . . . . . . . 12
Section 2.15. INVENTORY. . . . . . . . . . . . . . . . . . . . . . . . 12
Section 2.16. DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . 12
Section 2.17. FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . 12
Section 2.18. ABSENCE OF MATERIAL ADVERSE CHANGE; CONDUCT OF
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.19. EMPLOYEES. . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF EMPIRE AND THE PURCHASER . . . . . . . . . 14
Section 3.1. CORPORATE ORGANIZATION AND AUTHORITY . . . . . . . . . . 14
Section 3.2. ABSENCE OF CONFLICTS AND CONSENT REQUIREMENT . . . . . . 14
Section 3.3. LITIGATION AND OTHER CLAIMS. . . . . . . . . . . . . . . 15
Section 3.4. DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE IV.

CERTAIN COVENANTS AND AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . 16
Section 4.1. CONDUCT PRIOR TO CLOSING . . . . . . . . . . . . . . . . 16
(a) PRE-CLOSING ACCESS TO BUSINESS. . . . . . . . . . . 16
(b) INTERIM CONDUCT OF BUSINESS . . . . . . . . . . . . 16
(c) PURCHASER'S APPROVAL OF CERTAIN TRANSACTIONS. . . . 16
(d) CONTINUATION OF PROPERTY INSURANCE COVERAGE . . . . 17
(e) PRESS RELEASES AND ANNOUNCEMENTS. . . . . . . . . . 17
Section 4.2. ACCESS TO BOOKS AND RECORDS AFTER CLOSING. . . . . . . . 17
Section 4.3. RETENTION OF EMPLOYEES . . . . . . . . . . . . . . . . . 17
Section 4.4. CONTRACTS REQUIRING CONSENT. . . . . . . . . . . . . . . 18
Section 4.5. ENVIRONMENTAL MATTERS. . . . . . . . . . . . . . . . . . 18
Section 4.6. REGULATORY MATTERS . . . . . . . . . . . . . . . . . . . 18
Section 4.7. USE OF NAME. . . . . . . . . . . . . . . . . . . . . . . 19
Section 4.8. DURHAM AND GASTONIA FACILITIES . . . . . . . . . . . . . 19

- ii -
<PAGE>

Section Page
- ------- ----

Section 4.9. CURRENT YEAR'S PERSONAL AND REAL PROPERTY TAXES. . . . . 19

ARTICLE V.

CLOSING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 5.1. CLOSING DATE . . . . . . . . . . . . . . . . . . . . . . 20
Section 5.2. CONDITIONS TO OBLIGATIONS OF EMPIRE AND THE PURCHASER. . 21
(a) REPRESENTATIONS, WARRANTIES AND COVENANTS . . . . . 21
(b) CONSENTS. . . . . . . . . . . . . . . . . . . . . . 21
(c) HART-SCOTT-RODINO . . . . . . . . . . . . . . . . . 21
(d) CORPORATE APPROVAL. . . . . . . . . . . . . . . . . 21
(e) DEEDS . . . . . . . . . . . . . . . . . . . . . . . 22
(f) TITLE INSURANCE . . . . . . . . . . . . . . . . . . 22
(g) DOCUMENTS OF THE SELLER . . . . . . . . . . . . . . 22
(h) RELATED AGREEMENTS. . . . . . . . . . . . . . . . . 22
(i) NO ADVERSE PROCEEDING . . . . . . . . . . . . . . . 22
(j) LEGAL OPINION . . . . . . . . . . . . . . . . . . . 23
(k) UCC SEARCH. . . . . . . . . . . . . . . . . . . . . 23
(l) OTHER ASSURANCES. . . . . . . . . . . . . . . . . . 23
Section 5.3. CONDITIONS TO OBLIGATIONS OF PSNC AND THE SELLER . . . . 23
(a) REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . 23
(b) CORPORATE APPROVAL. . . . . . . . . . . . . . . . . 23
(c) PAYMENT OF PURCHASE PRICE . . . . . . . . . . . . . 24
(d) CONSENTS. . . . . . . . . . . . . . . . . . . . . . 24
(e) HART-SCOTT-RODINO . . . . . . . . . . . . . . . . . 24
(f) PURCHASER'S DOCUMENTS . . . . . . . . . . . . . . . 24
(g) RELATED AGREEMENTS. . . . . . . . . . . . . . . . . 24
(h) NO ADVERSE PROCEEDINGS. . . . . . . . . . . . . . . 24
(i) LEGAL OPINION . . . . . . . . . . . . . . . . . . . 25
(j) OTHER ASSURANCES. . . . . . . . . . . . . . . . . . 25
Section 5.4. RISK OF LOSS . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE VI.

SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION . . . . . . . . . . . . . . . . 26
Section 6.1. SURVIVAL . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 6.2. INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . 26
(a) INDEMNIFICATION BY PSNC AND THE SELLER. . . . . . . 26
(b) INDEMNIFICATION BY EMPIRE AND THE PURCHASER . . . . 26

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Section Page
- ------- ----

(c) THIRD PARTY CLAIMS. . . . . . . . . . . . . . . . . 27
(d) PAYMENT . . . . . . . . . . . . . . . . . . . . . . 27
(e) ACCESS AND INFORMATION. . . . . . . . . . . . . . . 28
(f) LIMITATIONS ON INDEMNIFICATION. . . . . . . . . . . 28

ARTICLE VII.

MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 7.1. NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 7.2. COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . 30
Section 7.3. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . 30
Section 7.4. BENEFITS AND BINDING EFFECT. . . . . . . . . . . . . . . 30
Section 7.5. CAPTIONS . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 7.6. EXHIBITS AND SCHEDULES . . . . . . . . . . . . . . . . . 31
Section 7.7. MERGER CLAUSE. . . . . . . . . . . . . . . . . . . . . . 31
Section 7.8. AMENDMENTS AND WAIVER. . . . . . . . . . . . . . . . . . 31
Section 7.9. GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . 31

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ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT, dated June __, 1994, (the "AGREEMENT")
is by and between EMPIRE GAS CORPORATION, a Missouri corporation ("EMPIRE"),
EMPIREGAS, INC. OF NORTH CAROLINA, a North Carolina corporation (the
"PURCHASER"), PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED, a North
Carolina corporation ("PSNC"), and PSNC PROPANE CORPORATION, a North Carolina
corporation (the "SELLER").

WHEREAS, the Seller owns certain assets used in the operation of a
propane distribution business located in North Carolina and headquartered in
Gastonia, North Carolina (the "BUSINESS"); and

WHEREAS, the Purchaser desires to purchase the Business and certain of
the assets of the Seller, and Empire approves of Purchaser's intention to
purchase such assets from the Seller; and

WHEREAS, the Seller desires to sell such assets to the Purchaser, and
PSNC approves of the Seller's intention to sell such assets to the Purchaser;

NOW, THEREFORE, in consideration of the premises and the mutual
promises and covenants contained herein, the parties agree as follows:

ARTICLE I.

PURCHASE AND SALE OF ASSETS

SECTION 1.1. ACQUISITION OF ASSETS. On the terms and subject to the
conditions set forth in this Agreement, the Seller agrees to sell to the
Purchaser, and the Purchaser agrees to purchase from the Seller, subject to the
provisions of Section 1.2, all of the assets, properties, rights, interests, and
claims, real and personal, tangible and intangible, of the Seller used in the
operation of the Business, including without limitation the following (all
hereinafter referred to as the "PURCHASED ASSETS"):

(a) REAL PROPERTY. All the Seller's real property listed on
SCHEDULE 1.1(a), together with all buildings, fixtures and other improvements
located thereon;

<PAGE>

(b) RECEIVABLES. All accounts receivable of the Seller that are
aged ninety (90) days or less (the "TRANSFERRED RECEIVABLES") on the Closing
Date (as defined in Section 5.1);

(c) INVENTORIES. All inventory of the Seller held for sale in
the Seller's Business including propane, appliances, parts and fittings (the
"INVENTORY");

(d) VEHICLES. All tank trucks, delivery and service trucks,
automobiles, and other vehicles listed on SCHEDULE 1.1(d);

(e) TANKS. All customer and bulk tanks listed on SCHEDULE
1.1(e);

(f) MACHINERY AND EQUIPMENT. All the Seller's machinery and
equipment, furniture and fixtures, owned telephone equipment, computers and
office equipment, supplies and other tangible personal property (the
"EQUIPMENT"), including but not limited to those items listed on SCHEDULE
1.1(f); and

(g) OTHER ASSETS. All the Seller's rights and interest under
any and all contracts, agreements, purchase orders and the like, which relate to
the conduct of the Seller's Business, including without limitation all post
office boxes and telephone numbers used by the Business, all the Seller's books
and records used or generated in the conduct of the Business, including supplier
lists and files, sales listings and vendor files and records, together with all
other assets, tangible and intangible, owned by the Seller which it uses in the
conduct of its Business.

SECTION 1.2. EXCLUDED ASSETS. Notwithstanding the provisions of
Section 1.1, the Purchased Assets shall not include any of the following assets
of the Seller:

(a) Cash and cash equivalents;

(b) Any contract other than an Assumed Contract as defined in
Section 1.3;

(c) Any of the machinery, equipment, furniture and fixtures,
motor vehicles, and office equipment specifically identified on SCHEDULE 1.2(c);

(d) Any rights of the Seller in and to any trademarks,
tradenames, and logos; and

(e) Any claims and rights of the Seller to any federal, state,
or local income tax refund or tax credit,

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deductions or other tax benefits of the Seller relating to the Business and
accruing prior to the Closing Date.

SECTION 1.3. ASSUMPTION OF CERTAIN CONTRACTS AND RELATED
LIABILITIES. In addition to the payment of the Purchase Price pursuant to
Section 1.4, the Purchaser shall assume as of the Closing Date, and perform when
due, Seller's obligations to be performed after the Closing Date under (a) all
contracts and orders for the purchase or sale of Inventories listed on
SCHEDULE 1.3(a) (the "INVENTORY ORDERS"), (b) those real and personal property
leases described on SCHEDULE 1.3(b) hereto (the "ASSUMED LEASES"), and (c) those
contracts, agreements, and other commitments ("CONTRACTS") identified as to be
assumed by Purchaser on Schedule 1.3(c) hereto, along with all retail and
customer contracts which are not separately listed and which relate to the
Business (such Inventory Orders, Assumed Leases and other Contracts to be
assumed by Purchaser are hereinafter referred to as "ASSUMED CONTRACTS");
PROVIDED, HOWEVER, the liabilities or obligations of the Seller assumed by the
Purchaser shall not include:

(i) any liability or obligation of the Seller for any trade
accounts payable in existence as of the Closing Date;

(ii) any liability or obligation of the Seller to any
present or former employee, officer, or shareholder of Seller or any of such
person's beneficiaries, heirs or assignees arising (A) out of such person's
present or former employment by Seller, (B) out of any agreement between such
person and Seller, (C) out of the transactions contemplated by this Agreement,
(D) under any retirement or profit sharing plan or arrangement, (E) by virtue of
any collective bargaining relationship or agreement, or (F) pursuant to the
National Labor Relations Act or any other labor relations law or any workers'
compensation law or agreement;

(iii) any liability or obligation attributable to or arising
as a result of any breach, violation or non-performance of any contract or
agreement (including without limitation any Assumed Contract) by the Seller
prior to and through the Closing Date, including without limitation any breach
or violation arising as a result of the transactions contemplated by this
Agreement;

(iv) except as set forth in Section 4.9, past, current and
future liabilities and obligations of the Seller for federal, state or local
taxes of any nature accruing for periods prior to the Closing Date;

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<PAGE>

(v) any liability or obligation with respect to any claims
based on product warranties made by Seller or for any personal injuries,
property damage or consequential damages relating to products sold by Seller or
the operation of the Business before the Closing;

(vi) any liability or obligation arising out of or based
upon any violation by Seller of any statute, rule, regulation, code or
ordinance, including, but not limited to, antitrust, securities, civil rights,
health, safety, labor, discrimination and environmental laws, rules,
regulations, codes and ordinances; or

(vii) any liability or obligation arising out of or based
upon any action, suit, claim, investigation, consent decree, inquiry, review or
other proceeding, at law or in equity or before any Federal, state, municipal or
other governmental department, commission, board, bureau, agency or other
instrumentality.

SECTION 1.4. PURCHASE PRICE

(a) In full consideration for the sale and transfer of the
Purchased Assets, and on the terms and subject to the conditions set forth in
this Agreement (including, without limitation, the adjustment provisions of
Sections 1.7 and 1.8), on the Closing Date, the Purchaser shall deliver to the
Seller the following:

(i) Twelve Million Dollars ($12,000,000.00), payable in cash
at Closing, plus an amount equal to the interest that would have accrued between
June 1, 1994 and the Closing Date (defined below) on Twelve Million Dollars
($12,000,000) at the per annum interest rate published from time to time in The
Wall Street Journal (Eastern Edition) as the "prime rate" in effect (the "Prime
Rate"); plus

(ii) An amount equal to the value of the Transferred
Receivables as of 8:00 a.m. on the Closing Date, calculated as provided in
SCHEDULE 1.4(a)(ii); plus

(iii) The Estimated Additional Amount determined as provided
in Section 1.7.

(b) The Seller hereby acknowledges receipt of Purchaser's
payment of a fee of Two Hundred Fifty Thousand Dollars ($250,000.00) pursuant to
that certain letter from the Purchaser to the Seller dated January 27, 1994 and
accepted by the Seller dated January 28, 1994, and a second fee of Two Hundred
Fifty Thousand Dollars ($250,000) pursuant to that

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certain letter from the Purchaser to the Seller dated May 25, 1994 and accepted
by the Seller dated May 25, 1994 (collectively, the "OPTION FEE"). The Option
Fee shall be retained by Seller and shall not be refunded to Purchaser unless
the Seller breaches the terms of the Agreement and the Closing fails to occur.
The Option Fee shall be applied in reduction of the Purchase Price in the event
the transactions contemplated by this Agreement close pursuant to Article V
hereof.

(c) Payments in cash referred to in this Section 1.4 shall be
made by automated clearing house funds or wire transfer, payable in immediately
available funds.

(d) At the Closing, the Purchaser and the Seller shall calculate
the amount of AD VALOREM personal and real property taxes with respect to the
Purchased Assets for the tax year in which the Closing Date occurs that have
accrued as of the close of business on the day preceding the Closing Date, and
such amount shall be deducted from the purchase price. In addition, the Seller
shall pay all real estate transfer taxes, and the Purchaser and Seller shall
share equally motor vehicle transfer taxes or conveyance fees resulting from the
transfer of the Purchased Assets.

SECTION 1.5. ALLOCATION OF PURCHASE PRICE. The Purchase Price
described in Section 1.4 above shall be allocated among the Purchased Assets as
set forth in SCHEDULE 1.5 hereto and the parties agree to adhere to such
allocation in all reports, returns and other documents filed with any
governmental authority.

SECTION 1.6. RELATED AGREEMENTS. The following agreements shall be
executed by the parties thereto (collectively, the "RELATED AGREEMENTS") in
connection with the transactions contemplated by this Agreement:

(a) NON-COMPETITION AGREEMENT. At the Closing, PSNC, the
Seller, Empire, and the Purchaser shall execute and deliver a non-competition
agreement in the form of EXHIBIT 1.6(a) (the "NON-COMPETITION AGREEMENT").

(b) ASSIGNMENT AND ASSUMPTION AGREEMENT. Empire, the Purchaser,
PSNC, and the Seller shall execute and deliver an assignment and assumption
agreement in the form of EXHIBIT 1.6(b) (the "ASSIGNMENT AGREEMENT").

(c) REAL ESTATE LICENSE AGREEMENTS. PSNC and the Seller shall
execute and deliver real estate license agreements with respect to the PSNC
Facilities (as defined in Section 4.10) in the form of EXHIBIT 1.6(c) (the
"LICENSE AGREEMENTS").

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SECTION 1.7. DETERMINATION OF ADDITIONAL AMOUNT

(a) ADDITIONAL AMOUNT. The Additional Amount shall be equal to
the value of the Inventory as reasonably agreed by Purchaser and Seller, as of
8:00 a.m. on the Closing Date (the "INVENTORY AMOUNT"); PROVIDED, HOWEVER, that
the value of the Inventory shall be its actual cost, but that no value shall be
given for items that are not saleable nor for spare parts that are not useable
in the ordinary course of business.

(b) INVENTORY. The Seller shall have taken or caused to have
been taken an inventory of the Business as of the Closing Date. Such inventory
shall have been taken in accordance with standard industry practices and
procedures and may include, as appropriate, physical taking of inventories or
determination of inventory quantities based upon an examination of shipping,
receiving and other records maintained in the normal course of business. The
Purchaser and its representatives shall have had the right to attend, observe,
and participate in any physical taking of inventories and shall have had the
right to review the shipping, receiving and other records used to determine
other inventory quantities.

SECTION 1.8. ADJUSTMENT TO PURCHASE PRICE FOR DISCREPANCY IN TANKS.

(a) LISTING OF TANKS. Within one-hundred twenty (120) days
after the Closing Date, the Purchaser shall prepare and submit to the Seller a
statement (the "PROPOSED FINAL TANK SCHEDULE") listing according to size:
(i) the tanks that were listed on Schedule 1.1(e), that exist, and as to which
there is no dispute with the customer over ownership; (ii) the tanks that were
listed on Schedule 1.1(e) but that the Purchaser cannot locate; (iii) the tanks
(according to size that were listed on Schedule 1.1(e), that exist, but as to
which there is a dispute with a customer of the Seller over ownership; and
(iv) the tanks that were not listed on Schedule 1.1(e) but should have been, and
as to which there is no dispute with the customer over ownership.

(b) RESPONSIBILITY OF THE SELLER REGARDING CUSTOMER
DISPUTES. If any customer of the Seller claims any ownership interest in the
propane storage tank located at such customer's premises, the Seller shall
negotiate the claim directly with the customer.

(c) DISPUTES OVER PROPOSED FINAL TANK SCHEDULE. If the Seller
disputes the correctness of the Proposed Final Tank Schedule, the Seller shall
have the opportunity to locate missing tanks, rectify disputes with customers
over ownership, and notify the Purchaser of the existence and location

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<PAGE>

of such tanks in writing within 45 days after receipt of the Proposed Final Tank
Schedule. If the Seller fails to deliver such notice within such time, the
Seller shall be deemed to have accepted the Purchaser's schedule. The Purchaser
and the Seller shall endeavor in good faith to resolve any disputed items within
20 days after the Purchaser's receipt the notice referred to in the first
sentence of this paragraph. If they are unable to do so, either party shall
have the right to refer the dispute to the Arbitrator for resolution, and the
determination by the Arbitrator of the adjustments, if any, which are necessary
in order that the Proposed Final Tank Schedule represents fairly the tanks
actually conveyed. Such determination by Arbitrator shall be conclusive and
binding on the parties. The fees of Arbitrator incurred in resolving any such
dispute shall be shared equally by the Seller and the Purchaser.

(d) CALCULATION OF TANK ADJUSTMENT. The Tank Adjustment Amount
for each size tank shall be calculated as the product of (i) the overage
(shortage) of tanks of a given size, times (ii) the tank replacement value for a
tank of similar size as set forth in Schedule 1.8(d). If the sum of the Tank
Adjustment Amounts for all tank sizes is a positive number, then such sum shall
be paid to the Seller by the Purchaser plus interest thereon from the Closing
Date to the date of payment at the Prime Rate. If the sum of the Tank
Adjustment Amounts for all tank sizes is a negative number, then such sum shall
be paid to the Purchaser by the Seller plus interest thereon from the Closing
Date to the date of payment at the Prime Rate. Such payment shall be made in
immediately available funds not later than two business days after determination
of the sum of the Tank Adjustment Amounts by wire transfer to a bank account
designated by the party entitled to receive the payment.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

To induce Empire and the Purchaser to enter into this Agreement and to
consummate the transactions contemplated hereby, each of PSNC and the Seller
represents and warrants to Empire and the Purchaser that the statements
contained in this Article II are true, correct and complete as of the date
hereof. Certain representations and warranties contained herein are made to
PSNC's or the Seller's "knowledge." As to such representations and warranties,
Empire and the Purchaser agree that there will be deemed to be a breach only if
Empire or the Purchaser can reasonably show that the individuals listed on
SCHEDULE 2.0 had actual knowledge as of the date such representation or warranty

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was deemed to be made of facts which rendered such representation or warranty
untrue.

SECTION 2.1. ORGANIZATION AND AUTHORITY. Each of PSNC and the
Seller is a corporation validly existing and in good standing under the laws of
North Carolina, with full corporate power and authority to own and operate its
properties. The Seller is duly qualified and authorized to do business as a
foreign corporation and is in good standing in each jurisdiction in which the
properties owned, leased or operated by it or the nature of its business makes
such qualification necessary. Subject to obtaining the approvals listed on
SCHEDULE 2.3, the execution, delivery and performance of this Agreement and the
Related Agreements by each of PSNC and the Seller have been duly authorized by
all requisite corporate action on the part of such party's respective board of
directors. Subject to obtaining the approvals set forth on SCHEDULE 2.3, this
Agreement constitutes, and the Related Agreements, when executed, will
constitute, the legal, valid and binding obligations or agreements of PSNC and
the Seller, as the case may be, enforceable against it in accordance with their
respective terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, moratorium, reorganization or similar laws affecting creditors'
rights and to equitable principles.

SECTION 2.2. SUBSIDIARIES. The Seller is a wholly-owned subsidiary
of PSNC. The Seller has no subsidiaries.

SECTION 2.3. ABSENCE OF CONFLICTS AND CONSENT REQUIREMENTS. Except
as set forth on SCHEDULE 2.3, neither the execution, delivery or performance of
this Agreement and each of the Related Agreements by each of PSNC and the Seller
nor the consummation of the transactions contemplated hereby or thereby, will
conflict with, violate or result in any material breach or material default
under (a) any provisions of the articles of incorporation or bylaws of PSNC or
the Seller; (b) to the knowledge of PSNC and the Seller, any law, statute, rule
or regulation of any administrative agency or governmental body, or any
judgment, order, writ, stipulation, injunction, award or decree of any court,
arbiter, administrative agency or governmental body to which either is subject;
or (c) any material loan agreement, mortgage, indenture, agreement, instrument
or other material contract to which PSNC or the Seller is a party or by which it
may be bound. Except as set forth in Section 4.6 and on SCHEDULE 2.3, the
execution and delivery of this Agreement and each of the Related Agreements by
PSNC and the Seller and the consummation of the transactions contemplated hereby
or thereby, will not require the consent of, or any prior filing with or notice
to or payment to, any governmental authority or other person or entity.

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SECTION 2.4. TITLE TO, AND CONVEYANCE OF, PROPERTIES AND ASSETS.

(a) Except as set forth in SCHEDULE 2.4(a), the Seller has good
and marketable fee simple title to the real property owned by it and good and
legal title to the personal property owned by it, in each case free and clear of
any and all liens, charges, security interests, reservations, restrictions,
adverse claims, encumbrances and other defects in or limitations on title
(collectively, the "ENCUMBRANCES"), except for (i) recorded easements, covenants
and other restrictions which do not materially impair, individually or in the
aggregate, the current or continued use, occupancy or value, or the
marketability of title, of such property or (ii) liens for property taxes
assessed by state or local taxing authorities but not yet due and payable
(collectively, the Encumbrances listed in Sections 2.4(a)(i) and (ii) are
referred to as the "PERMITTED ENCUMBRANCES").

(b) The Seller has the right to convey the Purchased Assets to
the Purchaser and the Seller shall convey at the Closing, free and clear of all
Encumbrances other than Permitted Encumbrances, good and marketable title to
such assets, including without limitation (i) the Real Property listed on
Schedule 1.1(a), (ii) the vehicles listed on Schedule 1.1(d), (iii) the tanks
listed on Schedule 1.1(e), and (iv) the machinery and equipment listed on
Schedule 1.1(f).

SECTION 2.5. LEASES.

(a) Schedule 1.3(b) is a list, as of November 30, 1993, of all
leases and subleases of real and personal property to which the Seller is a
party (the "LEASES").

(b) SCHEDULE 2.5(b) indicates which Leases are not terminable on
ninety (90) days notice without penalty. To the knowledge of PSNC and the
Seller, each Lease is in full force and effect, and the rights of the Seller
under the Leases are legal, valid, binding, and enforceable by it.

SECTION 2.6. COMPLIANCE WITH LAWS; CONDITION OF EQUIPMENT.

(a) Except as set forth on SCHEDULE 2.6(a), the Seller has not
received notice of, nor has PSNC or the Seller any knowledge of, any material
violations (collectively, "VIOLATIONS," and individually, a "VIOLATION") of any
term or provision of any foreign, federal, state or local law, rule, regulation,
municipal ordinances or regulations, judicial, arbitral or administrative order,
judgment, decree, rules or regulations of any federal, state or local department
or agency, or governmental

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permit, license, approval or authorization (collectively, the "LEGAL
REQUIREMENTS"). The term Legal Requirements shall not include any laws,
regulations and permits relating to matters covered by Section 2.11.

(b) Except as set forth on SCHEDULE 2.6(b), all equipment used
by Seller in the conduct of the Business -- including, but not limited to,
vehicles -- is in full compliance in all material respects with National Fire
Prevention Association, Pamphlet 58. All vehicles are in compliance in all
material respects with applicable Department of Transportation regulations.
Except as set forth on Schedule 2.6(b), PSNC and the Seller have no knowledge of
any material defects in any bulk plants, vehicles, liquid transfer facilities or
other equipment constituting part of the Purchased Assets.

SECTION 2.7. PERMITS. Except as set forth on SCHEDULE 2.7, (i) all
necessary licenses, franchises, approvals, certificates, permits or
authorizations of any federal, state or local governmental or regulatory body or
third party (collectively, "PERMITS") for the lawful ownership, use and
occupancy of the Purchased Assets and for the operation of the Business have
been issued and are currently in full force and effect; and (ii) Schedule 2.7
hereto contains a list of all Permits issued to Seller as of the date hereof.
Except as specifically noted on Schedule 2.7 hereto, there is nothing that will
prevent the transfer of all Permits to Purchaser.

SECTION 2.8. BOOKS AND RECORDS. The books of account and other
corporate records of Seller are being, and for at least the most recent three
years have been, maintained in accordance with good business practices.

SECTION 2.9. TAX MATTERS. Except as set forth on SCHEDULE 2.9, all
taxes with respect to the Seller, including without limitation, income,
property, sales, use, excise, withholding, social security and unemployment
taxes, imposed by any taxing authority which have become due and payable have
been paid in full by the Seller, or are adequately provided for by reserves
shown on its books of account; all deposits required by law to be made by the
Seller with respect to estimated income, franchise and employees' withholding
taxes have been duly made; and all material tax returns required to be filed
with respect to the Seller have been duly filed.

SECTION 2.10. LITIGATION. Except as set forth on SCHEDULE 2.10,
there are no actions, suits or proceedings relating to the Seller filed and
served or, to the knowledge of PSNC and the Seller, commenced or threatened, by
or before any court or any governmental or administrative agency, and there is
no

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order, injunction, award, judgment or decree outstanding against the Seller.

SECTION 2.11. ENVIRONMENTAL MATTERS. Except as set forth on SCHEDULE
2.11, to the knowledge of the Seller:

(a) The Seller is in compliance in all material respects with
all applicable laws, regulations and permits relating to Environmental Matters
or the protection of the Environment (as defined in Section 2.11(b)). Except
for notices or communications relating to the matters listed on SCHEDULE 2.11,
no written notice or other communication from any court or government agency,
official or instrumentality of any alleged material violation of any ordinance,
law, decree, order, code or governmental rule or regulation relating to any
Environmental Matter has been filed or communicated to the Seller, except for
notices or communications that have been complied with in all respects.

(b) For purposes of this Agreement, "ENVIRONMENTAL MATTERS"
shall mean matters or circumstances relating to the handling, storage,
transportation, treatment, disposal, Release (as defined below) or potential
Release into the Environment (as defined below) of any Hazardous Substance (as
defined below). "RELEASE" shall mean any spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping, or
disposing into the Environment (including the abandonment or discarding of
barrels, containers or other closed receptacles containing any Hazardous
Substance or pollutant or contaminate). "HAZARDOUS SUBSTANCE" shall mean
Hazardous Substance as defined under the Comprehensive Environmental Recovery
Compensation and Liability Act (CERCLA), 42 U.S.C. 9601 ET SEQ., as amended, or
any petroleum or petroleum-based substance, including, but not limited to,
gasoline, kerosene and diesel fuel. "ENVIRONMENT" shall mean surface or ground
water, drinking water supply, land, surface or subsurface strata, the ambient
air or the sediment underlying any surface water.

SECTION 2.12. CONTRACTS. Except as set forth on SCHEDULE 2.12, to
the knowledge of PSNC and the Seller (a) each of the Contracts is in full force
and effect and the rights of the Seller are legal, valid, binding and
enforceable by the Seller; (b) the Seller is not in default in any material
respect of any Contract, nor does any circumstance exist which, with notice, or
the passage of time or both, would result in such a default; and (c) the Seller
has not repudiated any provision of any Contract.

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SECTION 2.13. EMPLOYEE BENEFITS. SCHEDULE 2.13 hereto contains a
list as of the date hereof of all employee pension benefit and welfare benefit
plans (as defined in Sections 3(2) and 3(3) of ERISA) maintained by Seller or to
which Seller contributes, and all other programs, arrangements, and practices
relating to the compensation or benefits of any employee maintained by Seller at
any time since January of 1992. Seller has provided to Purchaser true and
complete copies of each such plan, program, policy, arrangement, or practice.

SECTION 2.14. ACCOUNTS RECEIVABLE. On the Closing Date, the Seller
shall deliver to the Purchaser a listing of all Transferred Receivables (the
"RECEIVABLES LISTING"). All accounts receivable of Seller reflected on the
Receivables Listing arose from bona fide transactions in the ordinary course of
business of Seller and are fully collectible without any discounts, less any
applicable reserves for returns or doubtful accounts that are reflected on the
Receivables Listing.

SECTION 2.15. INVENTORY. On the Closing Date, the Seller shall
deliver to the Purchaser a listing of all inventory of the Seller as of the
close of business on the day preceding the Closing Date (the "INVENTORY
LISTING"). The inventory of Seller included on the Inventory Listing is
salable, within periods of time consistent with Seller's past experience, in the
ordinary course of business, subject only to normal write-down consistent with
Seller's established accounting practices.

SECTION 2.16. DISCLOSURE. The representations and warranties
contained in this Agreement or in any written statement, certificate or Related
Agreement furnished or to be furnished to Empire and the Purchaser by PSNC and
the Seller in connection with the Closing pursuant to this Agreement do not
contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements and information contained herein or
therein, in light of the circumstances in which they are made, not misleading.

SECTION 2.17. FINANCIAL INFORMATION. SCHEDULE 2.17 hereto sets forth
the profit and loss statements and balance sheets of the Seller for the fiscal
year ended on September 30, 1993, and the 7-month period ended on April 30, 1994
(such profit and loss financial statements are referred to collectively as
"SELLER'S FINANCIAL STATEMENTS"). Except for their treatment of intercompany
debt and employee benefit costs: (a) the balance sheets in Seller's Financial
Statements fairly present the financial condition of the Business at the dates
thereof; and (b) the income statements in Seller's Financial Statements fairly
present the results of operations for the periods indicated.

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SECTION 2.18. ABSENCE OF MATERIAL ADVERSE CHANGE; CONDUCT OF
BUSINESS. Except as set forth on SCHEDULE 2.18 hereto, since April 30, 1994:

(a) There has been no event, development or change of any kind
directly involving Seller which has materially adversely affected, or might
reasonably be expected to materially adversely affect, any of the Purchased
Assets or the business, prospects, financial condition, or results of operations
of the Business, taken as a whole;

(b) Except as required by law and by employment agreements
disclosed in Schedules hereto, (i) there has been no increase in the
compensation, bonus or benefits (of any type or description, including, without
limitation, non-binding arrangements, policies or understandings) payable, or to
become payable (except for scheduled wage increases for hourly wage employees),
by Seller to any of its officers, directors, employees or agents; (ii) there has
been no pension, retirement or similar benefit arrangement which has become
effective or been made or agreed to by Seller other than pursuant to plans in
existence on January 1, 1987, copies of which have been delivered to Purchaser
pursuant to Section 2.13; and (iii) Seller has not encountered any labor union
organizing activity, had any actual, or to the knowledge of PSNC and the Seller,
threatened employee strike, work stoppage, slow-down or other labor disturbance
or had any material adverse change in its relations with employees;

(c) Except in the ordinary course of business, Seller has not
(i) acquired, retained or disposed of any assets of a type similar to those
included in the Purchased Assets or (ii) created any lien upon, granted any
security interest in or otherwise encumbered any of the Purchased Assets; and

(d) Seller has conducted the Business only in the ordinary
course.

SECTION 2.19. EMPLOYEES. There are no pending or, to the knowledge
of PSNC and the Seller, threatened disputes, labor controversies, strikes or
work stoppages with any employees of Seller. Seller has not, to its knowledge
or the knowledge of PSNC, committed an unfair labor practice as defined in the
National Labor Relations Act of 1947, as amended, and there is not pending or,
to the knowledge of PSNC and the Seller, threatened any charge, complaint, or
grievance against Seller by the National Labor Relations Board, any
representative thereof, or any employee of Seller. There are no labor unions
that represent any employees of the Seller. Seller has not received any notice
of any proposed union certification or recognition election. Seller is not a
party to any collective bargaining

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agreement, nor are any collective agreements currently being negotiated by
Seller with respect to Seller's employees.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF EMPIRE
AND THE PURCHASER

To induce PSNC and the Seller to enter into this Agreement and the
transactions contemplated hereby, each of Empire and the Purchaser hereby
represents and warrants to PSNC and the Seller that the statements contained in
Article III are true, correct and complete as of the date hereof. Certain
representations and warranties contained herein relating to the Purchaser are
made to Empire's or the Purchaser's knowledge. As to such representations and
warranties, PSNC and the Seller agree that there will be deemed to be a breach
only if PSNC or the Seller can reasonably show that the individuals listed on
SCHEDULE 3.0 had actual knowledge as of the date such representation or warranty
was deemed to be made of facts which rendered such representation or warranty
untrue.

SECTION 3.1. CORPORATE ORGANIZATION AND AUTHORITY. Each of Empire
and the Purchaser is a corporation validly existing and in good standing under
the laws of the state of its incorporation, with full corporate power and
authority to own and operate its properties. The Purchaser is duly qualified
and authorized to do business as a foreign corporation and is in good standing
in each jurisdiction in which the properties owned, leased or operated by it or
the nature of its business makes such qualification necessary. Subject to
obtaining the approvals set forth on SCHEDULE 3.2, the execution, delivery and
performance of this Agreement and the Related Agreements by each of Empire and
the Purchaser have been duly authorized by all requisite corporate action on the
part of such party's respective board of directors. Subject to obtaining the
approvals set forth on SCHEDULE 3.2, this Agreement constitutes, and the Related
Agreements, when executed, will constitute the legal, valid, and binding
obligations or agreements of Empire or the Purchaser, as the case may be,
enforceable against it in accordance with their respective terms, subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization or similar laws affecting creditors rights and to equitable
principles.

SECTION 3.2. ABSENCE OF CONFLICTS AND CONSENT REQUIREMENT. Except
as set forth on SCHEDULE 3.2, neither the execution, delivery or performance of
this Agreement and each of the Related Agreements by each of Empire and the
Purchaser nor

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the consummation of the transactions contemplated hereby or thereby, will
conflict with, violate or result in any material breach or material default
under (a) any provision of the articles of incorporation or the bylaws of Empire
or the Purchaser; (b) to the knowledge of Empire and the Purchaser, any law,
statute, rule or regulation of any administrative agency or governmental body,
or any judgment, order, writ, stipulation, injunction, award or decree of any
court, arbiter, administrative agency or governmental body to which either is
subject; or (c) any loan agreement, mortgage, indenture, agreement, instrument
or other material contract to which Empire or the Purchaser is a party or by
which it may be bound. Except as set forth in Section 4.6 or on SCHEDULE 3.2,
the execution and delivery of this Agreement and each of the Related Agreements
by Empire and the Purchaser and the consummation of the transactions
contemplated hereby and thereby will not require the consent of, or any prior
filing with or notice to or payment to, any governmental authority or other
person or entity.

SECTION 3.3. LITIGATION AND OTHER CLAIMS. There are no (a) actions,
suits, or proceedings relating to Empire or the Purchaser filed and served or,
to the knowledge of Empire and the Purchaser, commenced or threatened, by or
before any court or any governmental administrative agency, or (b) orders,
injunctions, awards, judgments, or decrees outstanding against Empire or the
Purchaser, that would preclude Empire and the Purchaser from performing their
respective obligations under this Agreement or to consummating the transactions
contemplated hereby.

SECTION 3.4. DISCLOSURE. The representations and warranties
contained in this Agreement or any written statement, certificate or Related
Agreement furnished or to be furnished to PSNC and the Seller by Empire and the
Purchaser in connection with the Closing pursuant to this Agreement, do not
contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements and information contained herein or
therein, in light of the circumstances in which they are made, not misleading.

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ARTICLE IV.

CERTAIN COVENANTS AND AGREEMENTS

SECTION 4.1. CONDUCT PRIOR TO CLOSING.

(a) PRE-CLOSING ACCESS TO BUSINESS. The Seller shall afford to
authorized representatives of the Purchaser free and full access upon reasonable
notice and during normal business hours to the premises, assets, properties,
books, personnel and records of the Seller so that the Purchaser may have full
opportunity to make such investigations as it shall desire to make of the
Seller; PROVIDED, HOWEVER, that until the Closing, neither Empire nor the
Purchaser shall disclose or use and shall cause its agents, attorneys and
representatives not to disclose or use any confidential data or information
secured from the Seller, and, if the Closing does not occur as herein provided,
the Purchaser will promptly return to the Seller, at the request of the Seller,
any and all copies, summaries or abstracts thereof and shall not use any such
information in any manner.

(b) INTERIM CONDUCT OF BUSINESS. The Seller shall conduct its
business only in the usual and ordinary course, subject to the Purchaser's
approval of certain transactions pursuant to subsection 4.1(c).

(c) PURCHASER'S APPROVAL OF CERTAIN TRANSACTIONS. Except as may
otherwise be permitted under this Agreement, the Seller will not do any of the
following without the prior consent of the Purchaser, which shall not be
unreasonably withheld:

(i) incur or permit the incurrence of any single
obligation or other liability in excess of Ten Thousand Dollars
($10,000) except for purchases in the normal and ordinary course of
business consistent with past practices;

(ii) voluntarily permit to be incurred any lien or
encumbrance on any of its assets other than Permitted Encumbrances and
purchase money security interests on personal property acquired in the
ordinary course of business;

(iii) increase the rate of compensation for any of its
employees, except for increases in the ordinary course and consistent
with past practices, or

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otherwise enter into any material, or alter in any material respect,
any employment, consulting or service agreement with any employee
other than at-will employment agreements entered into in the ordinary
course of business; and

(iv) commence, enter into or alter any profit sharing,
deferred compensation, bonus, stock option, stock purchase, pension,
retirement, or incentive plan or any plan providing for fringe
benefits to its employees.

(d) CONTINUATION OF PROPERTY INSURANCE COVERAGE. The Seller
agrees that prior to the Closing Date it will retain its existing insurance
coverage in such amounts and on substantially the same terms as in effect on the
date hereof.

(e) PRESS RELEASES AND ANNOUNCEMENTS. No press release or other
public announcement pertaining in any way to the transactions contemplated by
this Agreement will be made by any party unless it has first been approved by
the other parties or, in the reasonable opinion of counsel to the disclosing
party, is required by applicable law, rule, regulation or order and the
disclosing party gives prior written notice of its intention to make a
disclosure and provides to the non-disclosing party an opportunity to
participate in preparing any such disclosure. The parties shall reasonably
agree on a joint letter to be sent to all customers of the Business as part of
the first billing cycle following the Closing.

SECTION 4.2. ACCESS TO BOOKS AND RECORDS AFTER CLOSING. The parties
agree that, for the purpose of this section, the "ACCESS PERIOD" is defined as
the longer of (a) a period of three (3) years following the Closing Date or (b)
the period of time beginning on the Closing Date and ending on the date on which
taxes may no longer be assessed under the applicable statutes of limitation,
including the period of waivers or extensions thereof. The Purchaser hereby
covenants and agrees to maintain in a reasonably accessible place, during the
Access Period, the books and records of the Seller delivered to the Purchaser as
a result of the transactions contemplated hereby, and to provide copies of such
books and records to the Seller or its representatives at the Seller's expense.
The Purchaser agrees to notify the Seller prior to disposing of any such books
and records and, upon request made within sixty (60) days after receipt of such
notice, to deliver such books and records to the Seller at the Seller's expense.

SECTION 4.3. RETENTION OF EMPLOYEES. Set forth on SCHEDULE 4.3 is a
list of all employees of the Seller (the

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"Employees"), and a description of any current (and committed future, if any)
rates of compensation, whether in the form of salaries, bonuses, commission or
other supplemental compensation now or hereafter payable, of such Employees,
together with information as to any employment contracts with any Employees, any
arrangements involving the indebtedness of any Employee to Seller, and any
arrangements involving the indebtedness of Seller to any Employee in any amount.
Except as set forth on SCHEDULE 4.3, the Purchaser shall employ on the Closing
Date each of the Employees on terms and conditions substantially equivalent to
the terms and conditions on which the Seller has employed such Employees
(including scheduled wage increases for hourly wage employees for the remainder
of calendar year 1994). The Purchaser shall give full credit to each Employee
for his or her years of service with the Seller for all purposes.

SECTION 4.4. CONTRACTS REQUIRING CONSENT. To the extent the
provisions of any Contract require the consent of any other person in order to
consummate the transactions contemplated hereby, this Agreement shall not
constitute an agreement to assign such Contract if an attempted assignment would
constitute a breach thereof or give rise to any right of acceleration or
termination. The Seller shall use reasonable efforts to procure any required
consents; PROVIDED, HOWEVER, that the Seller's refusal to provide economic
incentives to procure such consents or its failure to commence litigation to
compel such consent shall not be deemed to be a failure by the Seller to use
reasonable efforts to secure such consent. If any such consent is not obtained,
the Seller shall cooperate with the Purchaser in any reasonable arrangement
designed to provide the Purchaser the benefit of any such Contract, including
enforcement of any and all rights of the Seller against the other party thereto
arising out of breach or cancellation thereof by such party or otherwise.

SECTION 4.5. ENVIRONMENTAL MATTERS. Prior to the Closing, the
Purchaser shall be permitted to conduct a review at its expense of the Seller's
practices as they may relate to compliance with Environmental Laws. Such review
may include at the discretion of the Purchaser, acting in consultation with the
Seller, the testing of soil and water at each of the Seller's locations.

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<PAGE>

SECTION 4.6. REGULATORY MATTERS

(a) To the extent required, each of Empire, the Purchaser, PSNC,
and the Seller shall cooperate and use their respective best efforts to file a
Notification and Report Form for Certain Mergers and Acquisitions under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR ACT")
with the Department of Justice and the Federal Trade Commission.

(b) Each of Empire, the Purchaser, PSNC, and the Seller shall
cooperate and use their respective best efforts (i) to prepare all
documentation, to effect all filings and to obtain all permits, consents,
approvals and authorizations of all third parties and other governmental
authorities necessary to consummate the transactions contemplated by this
Agreement, and (ii) to cause the transactions contemplated by this Agreement to
be consummated as expeditiously as is reasonably practicable.

SECTION 4.7. USE OF NAME. Without limiting the provisions of
Section 1.2(b) hereof: (a) Seller hereby licenses Purchaser to use names "PSNC
PROPANE" or "PUBLIC SERVICE PROPANE" for a transition period of 120 days
following the Closing (PROVIDED, HOWEVER, that Purchaser may use stationery
and/or invoices of the Seller during a transition period of 30 days following
the Closing as long as Purchaser places "stickers" on such forms to indicate the
change in ownership of the Business); and (b) except as provided in Section
4.7(a), the Purchaser shall have no right to use such names.

SECTION 4.8. DURHAM AND GASTONIA FACILITIES. The Seller currently
owns and operates two (2) thirty thousand (30,000) gallon propane storage tanks
at the facility of PSNC located at 3700 Franklin Boulevard, Gastonia, North
Carolina, and three (3) thirty thousand (30,000) gallon propane storage tanks at
PSNC's facility located at 211 South Hoover Road, Durham, North Carolina (the
Durham and Gastonia facilities are referred to as "PSNC FACILITIES"). At the
Closing, PSNC will enter into the License Agreements with respect to the PSNC
Facilities. On or before the expiration of the License Agreements, the
Purchaser shall remove, at its expense, the propane storage tanks, from the PSNC
Facilities.

SECTION 4.9. CURRENT YEAR'S PERSONAL AND REAL PROPERTY TAXES.
Except as provided in Section 1.4(d), the Purchaser shall be responsible for the
payment of AD VALOREM personal and real property taxes with respect to the
Purchased Assets for the tax year in which the Closing Date occurs.

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ARTICLE V.

CLOSING

SECTION 5.1. CLOSING DATE

(a) The closing of the transactions contemplated by this
Agreement (the "CLOSING") shall be held at 10:00 o'clock a.m. Charlotte, North
Carolina Time on a date (the "CLOSING DATE") mutually acceptable to the parties
but not later than June 30, 1994. The Closing shall be held at the offices of
Fennebresque, Clark, Swindell & Hay, NationsBank Corporate Center, 100 North
Tryon Street, Floor 29, Charlotte, North Carolina 28202, or such other location
as may be agreed to by the parties hereto.

(b) The Purchaser may terminate this Agreement without liability
or obligation, except the obligations imposed pursuant to Sections 1.4(b),
4.1(a) and 4.1(e), and without waiving any of its rights at law or in equity by
giving notice to the Seller at any time prior to the Closing:

(i) In the event the Seller is in breach of any material
representation, warranty or covenant contained in this Agreement in any material
respect and such breach is not cured within thirty (30) days after the Seller
receives written notice thereof from the Purchaser; or

(ii) If the Closing shall not have occurred on or before
June 30, 1994 by reason of the failure of the Seller to satisfy any condition
under Section 5.2 (unless the failure results primarily from the Purchaser
breaching any of its representations, warranties or covenants contained in this
Agreement); or

(iii) If a recapitalization of Empire to be underwritten by
Morgan Stanley & Co. has not been completed prior to June 30, 1994.

(c) The Seller may terminate this Agreement without liability or
obligation, except the obligations imposed pursuant to Sections 4.1(a) and
4.1(e), and without waiving any of its rights at law or in equity by giving
notice to the Purchaser at any time prior to the Closing:

(i) In the event the Purchaser is in breach of any of its
material representations, warranties or covenants

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contained in this Agreement in any material respect and such breach is not cured
within thirty (30) days after the Purchaser receives written notice thereof from
the Seller; or

(ii) If the Closing shall not have occurred on or before
June 30, 1994 by reason of the failure of the Purchaser to satisfy any condition
under Section 5.3 (unless the failure results primarily from the Seller
breaching any of its representations, warranties or covenants contained in this
Agreement).

SECTION 5.2. CONDITIONS TO OBLIGATIONS OF EMPIRE AND THE PURCHASER.
The obligations of Empire and the Purchaser to consummate the transactions
provided for herein on the Closing Date are subject to the fulfillment on or
before the Closing Date of each of the following conditions, except to the
extent that Empire and the Purchaser may, each in its absolute discretion, waive
one or more thereof in writing in whole or in part:

(a) REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations and warranties of PSNC and the Seller contained herein shall be
true and correct in all material respects on and as of the Closing Date with the
same force and effect as if made on and as of such date and the covenants of the
Seller set forth herein shall have been complied with through the Closing Date
in all material respects, and a certificate to such effect shall be executed and
delivered to the Purchaser by the Seller on and as of the Closing Date.

(b) CONSENTS. The consents described in SCHEDULES 2.3 shall
have been obtained in form reasonably satisfactory to the Purchaser.

(c) HART-SCOTT-RODINO. Each of Empire, the Purchaser, and the
Seller, to the extent required in connection with the transactions contemplated
hereby to file a Notification and Report Form for Certain Mergers and
Acquisitions with the Department of Justice and the Federal Trade Commission,
shall have made such filings, and all waiting periods applicable to this
Agreement and to the consummation of the transactions contemplated hereby under
the HSR Act, shall have expired or been terminated.

(d) CORPORATE APPROVAL. Each of PSNC and the Seller shall
deliver to Empire and the Purchaser copies, certified by its Secretary or
Assistant Secretary, of the approval by its Board of Directors authorizing the
execution, delivery and performance of this Agreement, the Related Agreements
and all other agreements, documents and instruments

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<PAGE>

relating hereto and the consummation of the transactions contemplated hereby.

(e) DEEDS. The Seller shall have delivered to the Purchaser
special warranty deeds to the real property listed on SCHEDULE 1.1 owned by the
Seller, in the form of N.C. Bar Association Form No. 6, with appropriate
transfer stamps attached, conveying to the Purchaser fee simple title in and to
such real property.

(f) TITLE INSURANCE. Marketable fee simple title to the Real
Property, subject only to the Permitted Encumbrances shall be insurable at
regular rates by a nationally-recognized title insurance company reasonably
acceptable to the Purchaser.

(g) DOCUMENTS OF THE SELLER. The Seller shall have caused to be
delivered to the Purchaser the following:

(i) GOOD STANDING CERTIFICATE. Good standing certificate
issued as of a date reasonably proximate to the date of Closing by the
appropriate official of the state of incorporation of the Seller and each state
in which the Seller is qualified to conduct business.

(ii) ORGANIZATION DOCUMENTS. The Articles of
Incorporation, as amended to date, of the Seller, certified by the Secretary of
State of its state of organization, and the Bylaws and minutes of the Seller,
together with a certificate of a duly authorized officer of the Seller, dated as
of the Closing Date, certifying as to the accuracy and completeness of such
documents.

(iii) RESOLUTIONS. Certified copies of resolutions or
written consents to action of the Board of Directors and shareholder of the
Seller authorizing the transactions contemplated hereby and the execution,
delivery and performance of this Agreement and the Related Agreements.

(h) RELATED AGREEMENTS. The Related Agreements shall have been
executed and delivered by the parties thereto.

(i) NO ADVERSE PROCEEDING. No action, suit or proceeding before
any court or any governmental or regulatory authority shall have been commenced,
no investigation by any governmental or regulatory authority shall have been
commenced, and no action, suit or proceeding by any governmental or regulatory
authority shall have been threatened, against any of the parties to this
Agreement wherein an unfavorable judgment, order, decree, stipulation,
injunction or charge would (i) prevent consummation of any of the transactions
contemplated

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by this Agreement or (ii) cause any of the transactions contemplated by this
Agreement to be rescinded following consummation.

(j) LEGAL OPINION. There shall have been delivered to the
Purchaser the written legal opinion of Fennebresque, Clark, Swindell & Hay,
counsel for the Seller, in a form reasonably acceptable to the Purchaser.

(k) UCC SEARCH. Purchaser shall have received at Seller's
expense the report of a UCC search reasonably satisfactory to Purchaser.

(l) OTHER ASSURANCES. The Seller shall have delivered to the
Purchaser such other and further certificates, assurances and documents as the
Purchaser may reasonably request to evidence the accuracy of the representations
and warranties made pursuant to Article II, the performance of covenants and
agreements to be performed pursuant to Article IV at or prior to the Closing,
and the fulfillment of the conditions to the Purchaser's obligations.

SECTION 5.3. CONDITIONS TO OBLIGATIONS OF PSNC AND THE SELLER. The
obligations of PSNC and the Seller to consummate the transactions provided for
herein on the Closing Date are subject to the fulfillment on or before the
Closing Date of each of the following conditions, except to the extent that PSNC
and the Seller may, each in its absolute discretion, waive in writing one or
more thereof in whole or in part:

(a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Empire and the Purchaser contained herein shall be true and
correct in all material respects on and as of the Closing Date with the same
force and effect as if made on and as of such date, and the covenants of the
Purchaser set forth herein shall have been complied with in all material
respects through the Closing Date, and a certificate to such effect shall be
executed and delivered to the Seller by Empire and the Purchaser on and as of
the Closing Date.

(b) CORPORATE APPROVAL. Each of Empire and the Purchaser shall
deliver to PSNC and the Seller copies, certified by its Secretary or Assistant
Secretary, of the approval by its Board of Directors authorizing the
transactions contemplated hereby and the execution, delivery and performance of
this Agreement, the Related Agreements and all other agreements, documents and
instruments relating hereto and the consummation of the transactions
contemplated hereby.

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<PAGE>

(d) CONSENTS. The consents described in SCHEDULE 3.2 shall have
been obtained in form reasonably satisfactory to the Seller.

(e) HART-SCOTT-RODINO. Each of Empire, the Purchaser, and the
Seller, to the extent required in connection with the transactions contemplated
hereby to file a Notification and Report Form for Certain Mergers and
Acquisitions with the Department of Justice and the Federal Trade Commission,
shall have made such filings and all waiting periods applicable to this
Agreement and to the consummation of the transactions contemplated hereby under
the HSR Act, shall have expired or been terminated.

(f) PURCHASER'S DOCUMENTS. The Purchaser shall have caused to
be delivered to the Seller the following:

(i) GOOD STANDING CERTIFICATES. Good standing certificates
issued as of a date reasonably proximate to the date of Closing by the Secretary
of State of the state of organization of the Purchaser.

(ii) CERTIFICATE OF INCORPORATION AND BYLAWS. A
Certificate of Incorporation, as amended to date, certified by the Secretary of
State of the state of organization of the Purchaser and Bylaws of the Purchaser,
together with a certificate of a duly authorized officer of the Purchaser, dated
as of the Closing Date, certifying the accuracy and completeness of such
corporate documents as of such date.

(iii) CORPORATE RESOLUTIONS. Certified copy of resolutions
of the Board of Directors of the Purchaser authorizing the execution, delivery
and performance of this Agreement, each of the Related Agreements and the
transactions contemplated hereby and thereby.

(g) RELATED AGREEMENTS. The Related Agreements shall have been
executed and delivered by the Purchaser.

(h) NO ADVERSE PROCEEDINGS. No action, suit or proceeding
before any court or any governmental or regulatory authority shall have been
commenced, no investigation by any governmental or regulatory authority shall
have been commenced, and no action, suit or proceeding by any governmental or
regulatory authority shall have been threatened, against any of the parties to
this Agreement wherein an unfavorable judgment,

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<PAGE>

order, decree, stipulation, injunction or charge would (i) prevent consummation
of any of the transactions contemplated by this Agreement or (ii) cause any of
the transactions contemplated by this Agreement to be rescinded following
consummation.

(i) LEGAL OPINION. There shall have been delivered to the
Seller the written opinion of the Purchaser's counsel, Wilmer, Cutler &
Pickering, in a form reasonably acceptable to the Seller.

(j) OTHER ASSURANCES. The Purchaser shall have delivered to the
Seller such other and further certificates, assurances and documents as PSNC and
the Seller or their counsel may reasonably request to evidence the accuracy of
the representations and warranties made pursuant to Article III, the performance
of the covenants and agreements to be performed pursuant to Article II at or
prior to the Closing, and the fulfillment of the conditions to the Seller's
obligations.

SECTION 5.4. RISK OF LOSS. The Seller shall bear the risk of all
loss or damage to the Purchased Assets from all causes through the Closing Date.
In the event that Purchased Assets comprising more than five percent of the
value of the Purchased Assets should be damaged or destroyed from any cause
whatsoever prior to the Closing Date, the Seller shall promptly give the
Purchaser written notice of such destruction or damage. Upon the Purchaser's
receipt of such notice, each of the Purchaser and the Seller shall have the
right, without penalty, to either agree to proceed to the Closing (provided, in
such event, all proceeds of insurance for such damage are paid or assigned to
the Purchaser, together with provision by the Seller for any deductible amount
under such policies to be paid to the Purchaser) or to terminate this Agreement.
Upon delivery of a notice of election to so terminate, the parties shall have no
further rights or obligations hereunder, but shall have all rights and
obligations preserved to them under any other agreements previously entered by
the parties or previously delivered by one party to the other.

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ARTICLE VI.

SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

SECTION 6.1. SURVIVAL. The parties hereto agree that their
respective representations, warranties, covenants and agreements contained in
this Agreement shall survive the Closing for a period of one (1) year from the
Closing Date with the exception of any matters pertaining to local, state, and
federal tax liabilities, with respect to which such representations, warranties,
covenants and agreements shall survive until the expiration of the applicable
statute of limitations.

SECTION 6.2. INDEMNIFICATION

(a) INDEMNIFICATION BY PSNC AND THE SELLER. Each of PSNC and
the Seller hereby agrees to indemnify and hold the Purchaser after the Closing
harmless from any and all liabilities, losses, claims, judgments, damages,
expenses and costs (including, without limitation, reasonable counsel fees and
reasonable costs and expenses incurred in connection therewith) (collectively,
the "INDEMNIFIABLE DAMAGES") which it may suffer or incur by reason of:

(i) the breach or inaccuracy of any of the representations
and warranties of PSNC or the Seller contained in this Agreement;

(ii) the breach by the Seller of any of the covenants or
agreements made by it.

(b) INDEMNIFICATION BY EMPIRE AND THE PURCHASER. Each of Empire
and the Purchaser hereby agrees to indemnify and hold the Seller after the
Closing harmless from any and all Indemnifiable Damages which it may suffer or
incur by reason of:

(i) the breach or inaccuracy of any of the representations
or warranties of Empire or the Purchaser contained in this Agreement; or

(ii) the breach by the Purchaser of any of the covenants or
agreements made by it; or

(iii) any claim against the Seller arising by virtue of the
Purchaser's use of the name "PSNC Propane" or

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<PAGE>

"Public Service Propane" during a transition period as provided in Section 4.7.

(i) If any claim or demand is asserted against the
indemnified party by a third party with respect to any matter under the
indemnities set forth in subsections 6.2(a) or (b) (a "THIRD PARTY CLAIM"), the
indemnified party shall promptly give written notice and details thereof,
including copies of all pleadings and the pertinent documents, to the
indemnifying party. Within twenty (20) days of receipt of such notice, the
indemnifying party shall (A) pay the Third Party Claim either in full or upon
compromise agreed to by the indemnifying party, (B) notify the indemnified party
that the indemnifying party disputes the Third Party Claim and intends to defend
against it, or (C) notify the indemnified party that the indemnifying party
disputes that the Third Party Claim is covered by this Agreement. In the event
the indemnifying party disputes the Third Party Claim and intends to defend
against it, it shall so defend and pay any adverse final judgment, award or
settlement amount in regard thereto. Such defense shall be controlled by the
indemnifying party, and the cost of such defense shall be borne by it, except
that the indemnified party shall have the right to participate in such defense
at its own expense. The indemnified party agrees that it will cooperate in all
reasonable respects in the defense of any such claim or demand, including making
personnel, books and records relevant to the claim available to the indemnifying
party, without charge, except for reimbursement of reasonable out-of-pocket
expenses.

(ii) If the indemnifying party fails to take action pursuant
to Section 6.2(c)(i)(A) or (B) within twenty (20) days as set forth above, then
the indemnified party shall have the right, exercisable in good faith, to pay,
compromise or defend any Third Party Claim and to assert the amount of any
payment on the Third Party Claim plus the expense of defense or settlement as an
indemnity claim. The indemnified party shall also have the right, exercisable
in good faith, to take such action as may be necessary to avoid a default prior
to the assumption of the defense of the Third Party Claim by the indemnifying
party and any expenses incurred by so acting shall be paid by the indemnifying
party.

(d) PAYMENT. Payment of Third Party Claims shall be made in
accordance with subsection 6.2(c) above. With respect to all claims other than
Third Party Claims, the indemnifying party shall promptly pay or reimburse the
indemnified party in respect of any claim or liability for Indemnifiable Damages
to which the foregoing indemnities relate after receipt of written

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<PAGE>

notice from the indemnified party outlining with reasonable particularity the
nature and amount of the claim(s). All claims for indemnity hereunder must be
submitted by the indemnified party to the indemnifying party within the
applicable time periods set forth in Section 6.1. In the event the indemnifying
party fails or refuses to make payment for such claims within a period of twenty
(20) days from the date of notice to the indemnifying party, the indemnified
party shall be entitled to exercise all legal means of relief available.

(e) ACCESS AND INFORMATION. With respect to any claim for
indemnification hereunder, the indemnified party will give to the indemnifying
party and its counsel, accountants and other representatives full and free
access, during normal business hours and upon the giving of reasonable prior
notice, to their books and records relating to such claims, and to their
employees, accountants, counsel and other representatives, all without charge to
the indemnifying party, except for reimbursement of reasonable out-of-pocket
expenses. In this regard, the indemnified party agrees to maintain any of its
books and records which may relate to a claim for indemnification hereunder for
such period of time as may be necessary to enable the indemnifying party to
resolve such claim.

(f) LIMITATIONS ON INDEMNIFICATION.

(i) Except as provided in paragraph (ii) or (iii) of this
subsection 6.2(f), PSNC and the Seller shall not be obligated hereunder to
indemnify the Purchaser with respect to any Indemnifiable Damages (other than
Indemnifiable Damages arising by virtue of a breach of the representations
contained in Section 2.4(b)(i) to (iv)) as to which the Purchaser is otherwise
entitled to indemnification under Section 6.2 unless and until the aggregate
amount of such Indemnifiable Damages incurred or sustained by the Purchaser
shall exceed One Hundred Fifty Thousand Dollars ($150,000), and thereafter the
Purchaser shall be entitled to indemnity from the Seller hereunder only with
respect to any amounts in excess of One Hundred Fifty Thousand Dollars
($150,000).

(ii) PSNC and the Seller shall indemnify the Purchaser for
any and all Indemnifiable Damages arising by virtue of a breach of the
representations contained in Section 2.4(b)(i), (ii), and (iv).

(iii) Claims for breach of the representations and
warranties contained in Section 2.4(b)(iii) shall not be subject to
indemnification under this Article, but rather shall be addressed exclusively
through Section 1.8.

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<PAGE>

(iv) Empire and the Purchaser shall not be obligated
hereunder to indemnify the Seller with respect to any Indemnifiable Damages as
to which the Seller is otherwise entitled to indemnification under Section 6.2
unless and until the aggregate amount of such Indemnifiable Damages incurred or
sustained by the Seller shall exceed One Hundred Fifty Thousand Dollars
($150,000), and thereafter the Seller shall be entitled to indemnity from the
Seller hereunder only with respect to any amounts in excess of One Hundred Fifty
Thousand Dollars ($150,000).

ARTICLE VII.

MISCELLANEOUS

Section 7.1. NOTICES. Any notice required or permitted under this
Agreement shall be in writing and, except as specifically provided otherwise
herein, shall be deemed to have been duly given and delivered: (a) when
personally delivered, (b) one (1) business day after being sent by telefax to a
party at the number listed below for such party, (c) one (1) business day after
the day on which the same has been delivered prepaid to a national courier
service guaranteeing next day service, or (d) three (3) days after deposit in
the United States mail, registered or certified, return receipt requested,
postage prepaid, in each case addressed to the party to whom such notice is to
be given at the address listed below for such party, or at the most recent
address specified by written notice given to the other party in the same manner
provided in this section; PROVIDED, HOWEVER, that notice of an address change
shall not be effective until actually received:

NOTICES TO SELLER AND PSNC:

PSNC Propane Corporation
c/o Public Service Company of North
Carolina, Incorporated
400 Cox Road, Post Office Box 1398
Gastonia, North Carolina 28053-1398
Attention: Charles E. Zeigler, Jr.
Telephone: (704) 864-6730
Telefax: (704) 834-6556

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<PAGE>

WITH A COPY TO:

Fennebresque, Clark, Swindell & Hay
NationsBank Corporate Center
100 North Tryon Street, Floor 29
Charlotte, North Carolina 28202
Attention: Jeffrey S. Hay
Telephone: (704) 347-3800
Telefax: (704) 347-3838

NOTICES TO PURCHASER AND EMPIRE:

Empire Gas Corporation
1700 South Jefferson
Lebanon, Missouri 65536
Attention: Paul Lindsey
Telephone: (417) 532-3101
Telefax: (417) 532-3101

WITH A COPY TO:

Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037-1420
Attention: Richard W. Cass
Telephone: (202) 663-6503
Telefax: (202) 663-6363

SECTION 7.2. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

SECTION 7.3. SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

SECTION 7.4. BENEFITS AND BINDING EFFECT. This Agreement shall be
binding upon and shall inure solely to the benefit of the parties hereto and
their respective successors and assigns. This Agreement shall not confer any
rights or benefits upon any person or entity other than the parties hereto and
their respective successors and assigns.

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<PAGE>

SECTION 7.5. CAPTIONS. The captions and headings set forth in this
Agreement are for convenience of reference only and shall not be construed as a
part of this Agreement.

SECTION 7.6. EXHIBITS AND SCHEDULES. All exhibits and schedules
referred to in this Agreement and attached hereto shall be deemed and construed
as part of this Agreement and for all purposes all such exhibits and schedules
are hereby specifically incorporated herein by reference.

SECTION 7.7. MERGER CLAUSE. This Agreement contains the final,
complete and exclusive statement of the agreement among the parties with respect
to the transactions contemplated herein, and all prior or contemporaneous oral
and all prior written agreements with respect to the subject matter hereof are
merged herein.

SECTION 7.8. AMENDMENTS AND WAIVER. No change, amendment,
qualification, cancellation or termination hereof shall be effective unless in
writing and duly executed by each of the parties hereto. No failure of any
party to enforce any provisions hereof or to resort to any remedy or to exercise
any one or more of alternate remedies and no delay in enforcing, resorting to or
exercising any remedy shall constitute a waiver by that party of its right
subsequently to enforce the same or any other provision hereof or to resort to
any one or more of such rights or remedies on account of any such ground then
existing or which may subsequently occur.

SECTION 7.9. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of North Carolina,
other than its rules regarding choice of law.

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<PAGE>

IN WITNESS WHEREOF, the parties have duly executed this Agreement
under seal as of the date first above written.

EMPIRE:

Empire Gas Corporation

By:___________________________________
Name:_________________________________
Title:________________________________

PURCHASER:

EMPIREGAS, Inc. of North Carolina

By:___________________________________
Name:_________________________________
Title:________________________________

PSNC:

Public Service Company of North Carolina, Inc., a North
Carolina corporation

By:____________________________________
Printed Name:__________________________
Title:_________________________________

SELLER:

PSNC Propane Corporation, a North Carolina corporation

By:____________________________________
Printed Name:__________________________
Title:_________________________________

<PAGE>

LIST OF SCHEDULES TO ASSET PURCHASE AGREEMENT

Schedule 1.1(a) Real Property
Schedule 1.1(d) Vehicles
Schedule 1.1(e) Tanks
Schedule 1.1(f) Machinery and Equipment
Schedule 1.2(c) Machinery, Equipment, Furniture and Fixtures,
Motor Vehicles, and Office Equipment Not
Transferred
Schedule 1.3(a) Inventory Orders
Schedule 1.3(b) Assumed Leases
Schedule 1.3(c) Contracts
Schedule 1.4(a)(ii) Valuation of Accounts Receivable
Schedule 1.5 Allocation of Purchase Price
Schedule 1.8(d) Sales Price of Tanks
Schedule 2.0 Knowledge of Seller
Schedule 2.3 Conflicts and Consent Requirements of Selling
Parties
Schedule 2.4(a) Exceptions to Title
Schedule 2.5(b) Leases
Schedule 2.6(a) Violations
Schedule 2.6(b) Condition of Equipment
Schedule 2.7 Permits
Schedule 2.9 Tax Matters
Schedule 2.10 Litigation
Schedule 2.11 Environmental Matters
Schedule 2.12 Exceptions to Material Contracts
Schedule 2.13 Employee Benefit Plans
Schedule 2.17 Financial Information
Schedule 2.18 Absence of Material Adverse Changes
Schedule 3.0 Knowledge of the Purchaser
Schedule 3.2 Conflicts and Consent Requirements of the
Purchaser
Schedule 4.3 Employees of Seller

<PAGE>

LIST OF EXHIBITS TO ASSET PURCHASE AGREEMENT

Exhibit 1.6(a) Form of Non-Competition Agreement
Exhibit 1.6(b) Form of Assignment Agreement
Exhibit 1.6(c) Form of Real Estate License Agreements

<PAGE>

EXHIBIT 1.6(a)

COVENANT NOT TO COMPETE AGREEMENT

STATE OF NORTH CAROLINA

COUNTY OF ___________________________

THIS AGREEMENT made effective June __, 1994, by and among PUBLIC SERVICE
COMPANY OF NORTH CAROLINA, INC., a corporation organized under the laws of the
State of North Carolina (hereinafter referred to as "PSNC"), EMPIRE GAS
CORPORATION, a corporation organized under the laws of the State of Missouri
(hereinafter referred to as "Empire"), and EMPIREGAS, INC. OF NORTH CAROLINA, a
corporation organized under the laws of the State of North Carolina (hereinafter
referred to as the "Purchaser");

W I T N E S S E T H:

WHEREAS, PSNC has previously established and conducted a propane
distribution business located in North Carolina and headquartered in Gastonia,
North Carolina (the "Business");

WHEREAS, the Purchaser is simultaneously with the execution of this
agreement acquiring the assets and business operations (the "Acquisition") of
PSNC Propane Corporation (the "Seller");

WHEREAS, the Purchaser is the wholly-owned subsidiary of Empire, and Empire
has approved and authorized the Purchaser' acquisition of the Business; and

WHEREAS, the Acquisition is specifically conditioned on PSNC and its
Affiliates (defined below) refraining from competing with the Purchaser in the
propane retail customer service business and the propane retail sales business
for a reasonable period of time in a mutually agreed upon reasonable
geographical area, as specifically set forth herein;

NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the parties agree as follows:

1. COVENANT NOT TO COMPETE. In consideration of the sum to be paid in
accordance with Paragraph 2 hereof, PSNC hereby expressly agrees that for a
period of five (5) years from and after the date of this Agreement:

(a) PSNC will not, directly or indirectly, itself or through any
Affiliate, own, manage, operate, control, or participate in the ownership,
management, operation or control of, or be connected as a partner, representa-
tive, shareholder,

<PAGE>

consultant, agent, broker, dealer with, or have any direct or indirect financial
interest in, or directly or indirectly finance, aid or assist in any way, any
individual, outlet, corporation, partnership, or other entity that provides
propane Retail customer service or propane Retail sales within the state of
North Carolina (PROVIDED, HOWEVER, that engaging in activities permitted by
paragraph 1(c)(ii) with respect to a Retail competitor of Purchaser shall not,
in itself, constitute "aiding" or "assisting" for purposes of this paragraph;

(b) PSNC will not, directly or indirectly, at any time reveal, make
known, or use, and will cause its Affiliates not to reveal, make known, or use,
any confidential business information (including without limitation customer
lists and records) relating to the Business of Seller acquired by the Purchaser
for any purpose or benefit that might have an adverse effect upon the business
of the Purchaser;

(c) PSNC will not, either alone or in conjunction with or on behalf
of any other individual or entity, solicit, divert, take away or endeavor to
take away, and will cause its Affiliates not to solicit, direct, take away, or
endeavor to take away, any person, firm, association or corporation listed as a
customer or account of the Business (PROVIDED, HOWEVER, that nothing in this
paragraph shall prohibit, restrict or in any way limit PSNC or its Affiliates,
directly or indirectly, alone or in combination or connection with any
individual, corporation, partnership or any other entity, from: (i) promoting,
marketing, soliciting or providing natural gas service to any existing or
potential customer of the Business; or (ii) engaging in the business of
wholesale storage and/or distribution of propane at PSNC's Cary, North Carolina
facility solely with respect to wholesale customers who were not customers of
PSNC at any time during the twelve month period preceding the execution of this
Agreement); and

(d) PSNC either alone or in conjunction with or on behalf of any
other individual or entity, entice, solicit, take away, hire, employ or endeavor
to employ, and will cause its Affiliates not to entice, solicit, take away,
hire, employ, or endeavor to employ, any person who is, or shall be, in the
service of the Purchaser or any Affiliate of the Purchaser (including without
limitation any employee of the Seller who becomes an employee of the Purchaser
or any of its Affiliates).

For the purpose of this Agreement: "Retail" shall be defined as the sale or
marketing of liquefied petroleum gas from a bobtail delivery truck and the
purchase, storage, distribution, sale or rental of LP Gas appliances;
"Affiliate" of a party shall be defined as and include any partnership, joint
venture, corpora-

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<PAGE>

tion, trust, and unincorporated organization directly or indirectly controlling,
controlled by, or under common control with such party.

2. PAYMENT. the Purchaser shall pay PSNC the sum of Five Hundred
Thousand and no/100 Dollars ($500,000.00) for the covenant contained herein.
Payment of such sum shall be made in five (5) payments, each in the amount of
One Hundred Thousand and no/100 Dollars ($100,000), payable on May 31, 1995, May
31, 1996, May 31, 1997, and May 31, 1998, and May 31, 1999.

3. ENFORCEABILITY. PSNC expressly acknowledges that, because of the
unique nature of the covenants set forth herein, it would be impossible to
measure in money the damages suffered if it were to fail to comply with any of
the obligations imposed by this Agreement and that, in the event of any such
failure, Empire and the Purchaser will be irreparably damages and will not have
an adequate remedy at law. Accordingly, the parties agree that, in addition to
any other remedy to which Empire or the Purchaser may be entitled, they shall be
entitled to injunctive and other equitable relief with respect to a breach of
this Agreement by PSNC and to specifically enforce the provisions hereof,
without the posting of any bond, and if any action should be brought in equity
to enforce this Agreement, PSNC shall not raise the defense that there is an
adequate remedy at law.

4. SEVERABILITY. If, for any reason, any provision of this Agreement is
held invalid, such invalidity shall not affect any other provision of this
Agreement not held invalid, and each such other provision shall to the full
extent consistent with law continue in full force and effect. If any provision
of this Agreement shall be held invalid in part, such invalidity shall in no way
affect the rest of such provision not held invalid, and the rest of such
provision, together with all other provisions of this Agreement, shall to the
full extent consistent with law continue in full force and effect.

5. AMENDMENT. This Agreement may not be modified or amended except by an
instrument in writing signed by the parties hereto.

6. WAIVER. Any term or provision of this Agreement may be waived in
writing at any time by the party which is entitled to the benefit thereof. The
failure of either party at any time or times to require performance of any
provision hereof shall, in no manner, affect such party's right at a later time
to enforce said provision. No waiver by either party of a condition or of the
breach of any term, covenant, representation or warranty contained in this
Agreement, whether by conduct or otherwise in any one or more instances, shall
be deemed to be or construed as

- 3 -
<PAGE>

a further or continuing waiver of any such condition or breach or a waiver of
any other condition or of the breach of any other term, covenant, representation
or warranty of this Agreement.

7. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
supersedes all other prior agreements and undertakings, both written and oral,
between the parties with respect to the subject matter hereof. This Agreement
shall not be assigned or transferred by operation of law or otherwise and shall
be governed in all respects, including validity, interpretation and effect, by
the laws of the State of North Carolina.

8. COUNTERPARTS. This Agreement may be executed in two or more
counterparts which together or separately shall constitute a single agreement.
The section headings as contained in the Agreement are inserted for convenience
only and shall not affect, in any way, the meaning or interpretation of this
Agreement.

9. OFFSET. In connection with any dispute between Empire and/or the
Purchaser, on the one hand, and PSNC and/or the Seller, on the other hand,
including without limitation a dispute arising out of the Asset Purchase
Agreement dated as of June ___, 1994, Empire and the Purchaser shall each have
the right to offset any amounts in dispute against any payments due PSNC
pursuant to paragraph 2, if such amounts in dispute are segregated in an
interest-bearing account pending resolution of such dispute.

10. NOTICES. All payments, notices, requests, demands and other
communications made hereunder shall be addressed as follows (or to such other
address as the party to be given such notice may hereafter have designated by
notice in writing to the other party hereto):

If to PSNC: If to EMPIRE or EMPIREGAS,
INC. OF NORTH CAROLINA:
Public Service Company of
North Carolina, Incorporated Empire Gas Corporation
400 Cox Road 1700 South Jefferson
Post Office Box 1398 Lebanon, Missouri 65536
Gastonia, NC 28053-1398 Att: Paul S. Lindsey, Jr.
Att: Charles E. Zeigler, Jr. Telephone: (417) 532-3101
Telephone: (704) 864-6730 Telefax: (417) 532-3101
Telefax: (704) 834-6556

- 4 -
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

PUBLIC SERVICE COMPANY
OF NORTH CAROLINA, INC.

ATTEST:

________________________ By: _______________________________
______________Secretary Chairman, President and Chief
Executive Officer

EMPIRE GAS CORPORATION
ATTEST:

_______________________ By: _______________________________
_____________Secretary President

EMPIREGAS, INC. OF NORTH CAROLINA
ATTEST:

_______________________ By: _______________________________
_____________Secretary President

STATE OF NORTH CAROLINA
COUNTY OF _______________________

I, _________________________, Notary Public of said county and state
aforesaid, do hereby certify that _________________ personally appeared before
me this date and acknowledged that he/she is ______________________ Secretary of
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INC., a corporation, and that, by
authority duly given and as the act of the corporation, the foregoing instrument
was signed in its name by its President, sealed with its corporate seal, and
attested by himself/herself as its Secretary.

Witness my hand and notarial seal, this the ____ day of
______________________, 1994.

_________________________
Notary

My commission expires: ____________________

- 5 -
<PAGE>

STATE OF NORTH CAROLINA
COUNTY OF _________________

I, _____________________________, Notary Public of said county and state
aforesaid, do hereby certify that ____________ personally appeared before me
this date and acknowledged that he/she is ___________________ Secretary of
EMPIRE GAS CORPORATION, a corporation, and that, by authority duly given and as
the act of the corporation, the foregoing instrument was signed in its name by
its President, sealed with its corporate seal, and attested by himself/herself
as its Secretary.

Witness my hand and notarial seal, this the _____ day of
_______________________ 1994.

______________________________
Notary Public

My commission expires: ______________________

STATE OF NORTH CAROLINA
COUNTY OF _________________

I, _____________________________, Notary Public of said county and state
aforesaid, do hereby certify that ____________ personally appeared before me
this date and acknowledged that he/she is ___________________ Secretary of
EMPIRE GAS, INC. OF NORTH CAROLINA, a corporation, and that, by authority duly
given and as the act of the corporation, the foregoing instrument was signed in
its name by its President, sealed with its corporate seal, and attested by
himself/herself as its Secretary.

Witness my hand and notarial seal, this the _____ day of
_______________________ 1994.

______________________________
Notary Public

My commission expires: ______________________

1112\1112emp.102
Draft Printed June 15, 1994

- 6 -
<PAGE>

EXHIBIT 1.6(b)

BILL OF SALE AND ASSIGNMENT

THIS BILL OF SALE AND ASSIGNMENT (this "Assignment") is made this __ day of
June, 1994, by PSNC PROPANE CORPORATION, a North Carolina corporation with its
principal place of business at 400 Cox Road, Gastonia, North Carolina ("Seller")
to EMPIREgAS, INC. OF NORTH CAROLINA, a North Carolina corporation with its
principal place of business at ___________________, ___________, North Carolina
("Purchaser").

W I T N E S S E T H:

WHEREAS, Seller, Public Service Company of North Carolina, Incorporated,
Purchaser and Empire Gas Corporation have entered into that certain Asset
Purchase Agreement dated May __, 1994 (the "Purchase Agreement") pursuant to
which Seller has agreed to sell, and Purchaser has agreed to purchase,
substantially all of Seller's assets used in the operation of the Seller's
business;

NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Seller, the Seller hereby assigns, transfers and sets over
to the Purchaser all of the Seller's right, title and interest to each of
Purchased Assets (as defined in the Purchase Agreement).

TO HAVE AND TO HOLD the Purchased Assets unto the Purchaser, its successors
and assigns. The Seller hereby covenants with the Purchaser and its successors
and assigns that the Seller is seized of the Purchased Assets, and has the right
to convey the Assets, that the Purchased Assets are free and clear of all liens
and encumbrances whatsoever, and that the Seller will warrant and defend the
title thereto against and indemnify and hold the Purchaser harmless from the
lawful claims of all persons whomsoever.

This Assignment shall be binding upon Seller, and shall inure to the
benefit of, the Purchaser and each of its successors and assigns.

THIS ASSIGNMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER,
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NORTH CAROLINA.

The terms and provisions of this instrument are subject to the terms and
provisions of the Purchase Agreement and in the event of a conflict or
inconsistency between this instrument and the Purchase Agreement, the terms and
provisions of the Purchase Agreement shall govern.

<PAGE>

IN WITNESS WHEREOF, the Seller has caused this Assignment to be executed by
their duly authorized officer, all as of the day and year first above written.

SELLER:

PSNC PROPANE CORPORATION

By:______________________

Name:____________________

Title:____________________

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<PAGE>

EXHIBIT 1.6(C)

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (hereinafter called "License") made as of the _____
day of ___________, 1994 is by and between PUBLIC SERVICE COMPANY OF NORTH
CAROLINA, INCORPORATED, a North Carolina corporation, having an address at 400
Cox Road, Gastonia, North Carolina 28053 (hereinafter called "PSNC"), and
EMPIREGAS, INC. OF NORTH CAROLINA, a North Carolina corporation, having an
address at ___________________________, __________, North Carolina ________
(hereinafter called "Licensee").

W I T N E S S E T H

WHEREAS, PSNC is the owner of certain real property located at 3700
Franklin Boulevard, Gastonia, North Carolina (the "Gastonia Facility") and 211
South Hoover Road, Durham, North Carolina (the "Durham Facility") (the Durham
Facility and the Gastonia Facility are referred to herein together as the "PSNC
Facilities"); and

WHEREAS, on the date hereof, PSNC Propane Corporation, a wholly-owned
subsidiary of PSNC, sold and conveyed to Licensee certain assets, including, but
not limited to, eight (8) thirty thousand (30,000) gallon propane storage tanks
at the Gastonia Facility and three (3) thirty thousand (30,000) gallon propane
storage tanks at the Durham Facility (the "Propane Storage Tanks"), all pursuant
to that certain Asset Purchase Agreement (the "Purchase Agreement") by and
between PSNC Propane Corporation and Licensee dated as of May __, 1994; and

WHEREAS, in connection with the Purchase Agreement, PSNC has agreed to
grant the Licensee permission to use portions of the PSNC Facilities (said
portions being hereinafter called the "Licensed Areas") consisting of the areas
where the Propane Storage Tanks are located currently and the area necessary to
obtain access to and use the Propane Storage Tanks, as more particularly shown
on EXHIBIT A attached hereto and made a part hereof, for the purpose and on the
conditions more particularly set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by both parties hereto, said parties hereby agree as
follows:

1. PSNC grants permission only to Licensee and its employees to use the
Licensed Areas for the purpose of storing, maintaining and using the Propane
Storage Tanks in the ordinary

<PAGE>

course of Licensee's business in a manner consistent with the use of the Propane
Storage Tanks prior to the sale thereof to Licensee, and for no other purpose.

2. This License shall be effective as of the Closing Date (as defined in the
Purchase Agreement), and shall expire on the date which is 150 days after the
Closing Date as to the Gastonia Facility, and on the date which is 120 days
after the Closing Date as to the Durham Facility, unless sooner terminated as
provided hereinafter.

3. Notwithstanding the provisions of Section 2, this License shall terminate
automatically as to the Durham Facility and the Gastonia Facility, respectively,
upon Licensee's removal of all the Propane Storage Tanks located at such
Facility.

4. Licensee hereby agrees, at its sole cost and expense, to abide by and
comply with all applicable laws, orders and regulations of federal, state,
county and municipal authorities and/or other governmental bodies having
jurisdiction over the Licensed areas insofar as such compliance is necessitated
by reason of Licensee's use and occupancy thereof. Licensee further agrees, at
its sole cost and expense to comply with such other rules and regulations and
security procedures as identified by PSNC.

5. Licensee acknowledges that it has had the opportunity to inspect the
Licensed Areas and agrees that the Licensed Areas are suitable for the uses and
purposes hereunder in "AS IS" condition.

6. Licensee shall not do or permit anything to be done on or about the
Licensed Areas which might constitute a private or public nuisance or waste.
Licensee shall keep the Licensed Areas in good order, repair and condition,
reasonable wear and tear only excepted. Licensee shall not make any alterations
or changes to the Licensed Areas.

7. At the expiration or sooner termination of this License, Licensee agrees to
quietly quit and surrender to PSNC the Licensed Areas, in the condition that
existed at the commencement of this License reasonable wear and tear only
excepted. Licensee shall remove, at its expense, all of its personal property,
including, but not limited to, the Propane Storage Tanks, at the expiration or
sooner termination of this License or it shall thereafter be deemed abandoned.
Licensee shall be responsible for all damage done to the Licensed Areas or any
other part of the PSNC Facilities by such removal and shall promptly reimburse
PSNC for the reasonable cost of any repairs undertaken by PSNC required as a
result of damage caused by such removal.

8. PSNC shall have the right to enter the Licensed Areas at any time and from
time to time for any and all purposes it deems necessary, including but not
limited to, inspecting same, posting signs and making repairs. Such entry shall
not unreasonably interfere with the Licensee's business and operations in the
Licensed Areas.

-2-
<PAGE>

9. Licensee hereby agrees that the license granted herein if personal to
Licensee and is not assignable. Licensee hereby agrees that the permission
granted herein does not constitute a lease, easement or grant and shall not give
Licensee, its agents, employees, successors or anyone else any right, title or
interest in or to the Licensed Areas, except as set forth herein.

10. Licensee agrees that it is using the Licensed Areas at its sole risk.
Licensee further agrees to defend, indemnify and hold harmless PSNC, its agents,
contractors, officers, directors, invitees, and employees from any and all
claims, causes of action, damages, expenses and liability, including reasonable
attorneys' fees, sustained or incurred by any persons which are based upon or
arise out of illness or injury, including death of any person, or property
damage to any property at, on or about the Licensed Areas resulting from any
acts, omission or willful misconduct of Licensee, its employees, agents,
contractors, officers, directors, and invitees at, on or about the Licensed
Areas, unless the result of the gross negligence or willful misconduct of PSNC.

11. Licensee, at its sole cost and expense, shall maintain in full force and
effect during the term of this License liability insurance policies with the
minimum indicated:

Commercial General Liability:

$1,000,000 bodily injury and property damage combined

single limit per occurrence

Commercial Automobile Liability:

$1,000,000 bodily injury and property damage combined single limit per
occurrence

and said commercial liability shall contain: (1) a stipulation that Licensee's
insurer will provide thirty (30) days prior written notice of cancellation of
insurance to PSNC, and (2) a contractual liability endorsement insuring
Licensee's indemnity obligations under paragraph 11 herein. Such policies shall
be carried by solvent and responsible insurance companies licensed to do
business in the State of North Carolina. At the commencement of the term
hereof, Licensee shall deliver to PSNC a certificate(s) issued and executed by
Licensee's insurer and evidencing the insurance coverage required hereunder. In
addition, Licensee shall deliver to PSNC renewal policies or certificates
thereof no later than thirty (30) days prior to the expiration of any policies
which Licensee is required to carry hereunder. In the event Licensee fails to
maintain the insurance coverage stated herein, PSNC, may, notwithstanding the
notice provision in Paragraph 4 of this License, immediately terminate this
License.

-3-
<PAGE>

IN WITNESS WHEREOF, this License Agreement has been duly executed as of the
day and year first above written.

LICENSEE

EMPIREgAS, INC. of North Carolina

By:__________________________________

Its:__________________________________

Dated:________________________________

PUBLIC SERVICE COMPANY OF NORTH
CAROLINA, INC.

By:__________________________________

Its:__________________________________

Dated:________________________________

-4-
<PAGE>

EXHIBIT A

Licensed Area - Durham, North Carolina

Portions of the real property and improvements located at 211 South Hoover
Road, Durham, North Carolina, being more particularly described as follows:

1. Portions of the former Public Service Company of North
Carolina Service Center, consisting of approximately 2560
square feet as shown on EXHIBIT A-1;

2. The former Public Service Company of North Carolina
garage, consisting of approximately 1,200 square feet, as
shown on EXHIBIT A-2;

3. A tract of land, approximately 122' x 42', adjacent to
said garage, to be used as a tank/equipment storage
areas, as shown on EXHIBIT A-2;

4. An 8' x 40' tract, to be utilized as a fill station
locations, as shown on EXHIBIT A-2;

5. Parking lot facilities (approximately 2330 square feet)
adjacent to the facilities described in paragraph (1) above,
as shown on EXHIBIT A-2;

6. A tract of land, approximately 96' x 107', formerly
being used as bulk storage facilities by PSNC Propane
Corporation, as shown on EXHIBIT A-2.

Licensed Area - Gastonia, North Carolina

Portions of the real property and improvements located at 3700 East
Franklin Boulevard, Gastonia, North Carolina, being more particularly described
as follows:

1. The portion of the building outlined in EXHIBIT A-3;

2. The portion of area exterior to the building identified
in paragraph (1) above formerly used by PSNC Propane and
delineated by a fence surrounding said area.

-5-

<PAGE>

TAX INDEMNIFICATION AGREEMENT

THIS TAX INDEMNIFICATION AGREEMENT (the "Agreement") is made and
entered into as of this __ day of June, 1994, by and between Empire Gas
Corporation, a Missouri corporation ("the Company"), and Empire Energy
Corporation, a Tennessee corporation ("Energy").

WHEREAS, the Company is undertaking a series of transactions (the
"Transaction") to complete a restructuring, and in connection therewith, certain
shareholders of the Company have agreed to sell their shares of common stock of
the Company to the Company in exchange for the common stock of Energy, a
subsidiary of the Company, pursuant to a Stock Redemption Agreement dated May 7,
1994 among the Company, Energy and certain other parties (the "Stock Redemption
Agreement");

WHEREAS, immediately after consummation of the Transaction, Energy
will own the stock of certain subsidiaries, which subsidiaries (the "Energy
Subsidiaries") will own the operating assets of certain liquified petroleum
("LP") gas and appliance companies formerly owned by the Company and certain
other assets formerly owned by the Company;

WHEREAS, immediately after consummation of the Transaction the
Company will hold stock in certain subsidiaries, which subsidiaries (the
"Remaining Subsidiaries"), own the operating assets of certain liquified
petroleum ("LP") gas and appliance companies of the Company and certain other
assets of the Company;

WHEREAS, Company is the parent company of a consolidated group of
corporations, including Energy and the Energy Subsidiaries (the "Empire Group"),
that file consolidated federal income tax returns;

WHEREAS, immediately after consummation of the Transaction the
Company and the Remaining Subsidiaries (the "Company Group") and Energy and the
Energy Subsidiaries (the "Energy Group") will no longer be members of the same
consolidated group for federal income tax purposes; and

WHEREAS, pursuant to Section 9 of the Stock Redemption Agreement the
obligations of the Company and Energy and other parties under the Stock
Redemption Agreement are subject to the Company and Energy entering into this
Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual
covenants of the parties hereinafter expressed, it is hereby agreed as follows:

<PAGE>
-2-

1. DEFINITIONS. For the purposes of this Agreement, the
following terms shall have the following meanings:

"Closing Date" shall mean the date of the closing of the
Transaction, as defined in Section 3 of the Stock Redemption Agreement.

"Closing Taxable Year" means the Taxable year of any member of the
Empire Group which includes or ends on the Closing Date.

"Code" means the Internal Revenue Code of 1986, as amended.

"Final Determination" shall mean (i) with respect to federal taxes,
a "determination" as defined in Section 1313(a) of the Code or execution of an
Internal Revenue Service Form 870AD and, with respect to Taxes other than
federal taxes, any final determination of liability in respect of a Tax which,
under applicable law, is not subject to further appeal, review or modification
through proceedings or otherwise, including but not limited to the expiration of
a statute of limitations or a period for the filing of claims for refunds,
amended returns or appeals from adverse determinations; and (ii) shall include
the payment of Tax by the Company or Energy, whichever is responsible for
payment of such Tax under applicable law, with respect to any item disallowed or
adjusted by a Taxing Authority, provided that the other party is notified that
the Company or Energy, whichever is responsible, determines that no action
should be taken to recoup such payment, and such other party agrees with such
determination.

"Pre-Closing Tax Period" means any Tax period ending on or before
the close of business on the Closing Date.

"Indemnitee" means a party making a claim for indemnification under
this Agreement.

"Indemnitor" means a party that is required to make a payment under
this Agreement.

"Liability" means the sum of any (x) Tax of the Company, any
Remaining Subsidiary, Energy or any Energy Subsidiary and (y) liabilities,
costs, expenses (including, without limitation, reasonable expenses of
investigation and attorneys' fees and expenses), losses, damages, assessments,
settlements or judgments arising out of or incident to the imposition,
assessment or assertion of any Tax, including those incurred in the contest in
good faith of appropriate proceedings for the imposition, assessment or
assertion of any Tax, in each case attributable to any items arising during the
Tax Indemnification Period.

<PAGE>

-3-

"Tax" (and, with correlative meaning, "Taxes" and "Taxable") means
(A) any net income, alternative or add-on minimum tax, gross income, gross
receipts, sales, use, ad valorem, transfer, franchise, profits, license,
withholding on amounts paid to or by the Company, any Remaining Subsidiary,
Energy or any Energy Subsidiary, payroll, employment, excise, severance, stamp,
occupation, premium, property, environmental or windfall profit tax, custom,
duty or other tax, governmental fee or other like assessment or charge of any
kind whatsoever, together with any interest or any penalty, addition to tax or
additional amount imposed by any governmental authority (a "Taxing Authority")
responsible for the imposition of any such tax (state, local or federal) and (B)
liability of the Company, a Remaining Subsidiary, Energy, or an Energy
Subsidiary for the payment of any amounts of the type described in (A) as a
result of being a member (or of having a predecessor corporation that was a
member) of the Empire Group for any period during the Tax Indemnification
Period.

"Tax Indemnification Period", means (i) any Pre-Closing Tax Period
of the Company, any Remaining Subsidiary, Energy and any Energy Subsidiary, and
(ii) that portion of the Closing Taxable Year up to and including the Closing
Date.

2. TAX INDEMNIFICATION.

2.1 INDEMNIFICATION BY ENERGY FOR PRE-CLOSING TAX PERIODS. Except
as otherwise provided in Section 2.3 hereof, Energy hereby
indemnifies the Company in an amount equal to 47.7% of any Liability
imposed on any member of the Company Group.

2.2 INDEMNIFICATION BY THE COMPANY FOR PRE-CLOSING TAX
PERIODS. Except as otherwise provided in Section 2.4 hereof, the
Company hereby indemnifies Energy in an amount equal to 52.3% of any
Liability imposed on any member of the Energy Group.

2.3 INDEMNIFICATION BY ENERGY FOR CLOSING TAXABLE YEAR. With
respect to the Closing Taxable Year, Energy hereby indemnifies the
Company in an amount equal to 47.7% of any Liability imposed on any
member of the Company Group attributable to any items arising during
the portion of the Closing Taxable Year up to and including the
Closing Date (a "Closing Taxable Year Liability"), PROVIDED THAT
the indemnity obligation under this Section 2.3 shall arise only if
a Closing Taxable Year Liability imposed on members of the Company
Group exceeds the amount of the unfunded tax accruals identified in
Section 2.3(a)(ii) of the Stock Redemption Agreement.

<PAGE>
-4-

2.4 INDEMNIFICATION BY THE COMPANY FOR CLOSING TAXABLE YEAR.
With respect to the Closing Taxable Year, the Company hereby
indemnifies Energy in an amount equal to 52.3% of any Liability
imposed on any member of the Energy Group attributable to any items
arising during the portion of the Closing Taxable Year up to and
including the Closing Date (a "Closing Taxable Year Liability"),
PROVIDED THAT the indemnity obligation under this Section 2.4
shall arise only if a Closing Taxable Year Liability imposed on
members of the Energy Group exceeds the amount of the unfunded tax
accruals identified in Section 2.3(a)(ii) of the Stock Redemption
Agreement.

3. TIME OF MAKING PAYMENTS. Each payment by an Indemnitor pursuant
to Section 2 shall be made within 30 days after receipt of a written demand
therefor accompanied by a written statement describing in reasonable detail the
Liability in question and the amount due in respect thereof; PROVIDED THAT, if
a contest of the Liability is being conducted pursuant to Section 4 hereof,
payment shall be made at the time specified in Section 4.5 hereof.

4. CONTEST PROVISIONS.

4.1 NOTICE OF CLAIM. Indemnitee shall notify an Indemnitor
promptly of the assertion of any claim, or the commencement of any
suit, action or proceeding in respect of which indemnity may be
sought hereunder and of any Indemnitee Liability which Indemnitee
deems to be within the ambit of this Agreement and shall provide to
Indemnitor such information with respect thereto as Indemnitor may
reasonably request. Indemnitee's failure to notify Indemnitor
timely of any such event shall not affect Indemnitor's obligations
hereunder except to the extent that Indemnitor is materially
prejudiced thereby in connection with exercising any contest rights
set forth in this Section 4.

4.2 CONDUCT OF CONTEST. If Indemnitor promptly so requests in
writing, Indemnitee shall contest the proposed adjustment, shall
advise Indemnitor of actions to be taken in implementing such
contests and shall consider in good faith any suggestion made by
Indemnitor as to the method of pursuing such contest. Indemnitee
shall not discriminate against any such proposed adjustment (because
of the indemnified nature of such proposed adjustment) as compared
with other proposed adjustments involving potential tax liability of
Indemnitee and shall not, without the consent of Indemnitor, except
as provided in the last sentence of this Section 4.2 settle such
proposed adjustment on a

<PAGE>
-5-

basis which precludes a trial of the issue on the merits;
PROVIDED, HOWEVER, that Indemnitee shall not be obligated to
contest such adjustment unless independent tax counsel ("Tax
Counsel") mutually satisfactory to Indemnitor and Indemnitee is of
the opinion that there is a reasonable basis for contesting the
matter in question. Notwithstanding Indemnitor's compliance with
the foregoing, Indemnitee may forego any and all administrative
appeals, proceedings, hearings and conferences with the relevant
Taxing Authority in respect of such claim and may, at its sole
option, contest in any permissible forum selected by Indemnitee,
PROVIDED, HOWEVER that Indemnitee shall not be entitled to
forego any administrative appeals, proceedings, hearings or
conferences as long as Indemnitee is contesting other items for the
same taxable year in such administrative proceeding, hearing or
conference. Subject to the obligations of Indemnitee pursuant to
the first sentence of this Section 4.2, Indemnitee shall have full
control over any contest pursuant to this Section 4 and shall, if
requested by Indemnitor in a timely written request, and if Tax
Counsel is of the opinion that there is a reasonable basis for
appealing the matter in question, be obligated to appeal an adverse
determination by any court; PROVIDED, HOWEVER, that Indemnitee
shall not be required to appeal an adverse determination to the
United States Supreme Court. At any time, whether before or after
commencing to take the action set forth in this Section 4.2,
Indemnitee may decline to take any such action with respect to all
or any portion of a proposed adjustment by notifying Indemnitor in
writing that Indemnitor is relieved of its obligation to indemnify
Indemnitee with respect to the adjustment or such portion, as the
case may be.

4.3 CONTEST AFTER PAYMENT OF TAX. If Indemnitee determines to
contest any adjustment by paying the additional tax and suing for a
refund, Indemnitor shall timely lend to Indemnitee on an interest
free basis an amount equal to 47.7% (if Energy is the Indemnitor) or
52.3% (if the Company is the Indemnitor) of any Tax required to be
paid and shall indemnify Indemnitee in an amount equal to 47.7% (if
Energy is the Indemnitor) or 52.3% (if the Company is the
Indemnitor) against any adverse tax consequences resulting from the
imputation of interest with respect to such advance or the inclusion
of such advance in income.

4.4 RECEIPT OF REFUNDS. Upon receipt by Indemnitee of a refund
of any amounts paid by it based on any adjustment with respect to
which Indemnitor shall have

<PAGE>
-6-

advanced an amount, Indemnitee shall pay to Indemnitor the
appropriate percentage of such refund (47.7% in the event Energy is
the Indemnitor and 52.3% in the event the Company is the
indemnitor), which shall be deemed to be in repayment of the loan
advanced by Indemnitor to the extent fairly attributable thereto,
together with the appropriate percentage of any interest received by
it on such refund plus the appropriate percentage of any net
additional Federal, state or local tax benefits realized by
Indemnitee as the result of such payment, PROVIDED, HOWEVER, that
Indemnitee shall not be required to make any payment under this
Section 4.4 with respect to such refund or other benefit in excess
of the advance by Indemnitor less any amounts previously paid by
Indemnitee to Indemnitor pursuant to this Section 4.4 plus the net
amount of any interest received by Indemnitee in connection with
such refund. Upon disallowance of any such refund, Indemnitor shall
forgive the amount of the loan fairly attributable thereto and shall
pay to Indemnitee the amount of any indemnity obligation hereunder
(including such amount as, after deduction of all taxes required to
be paid by Indemnitee in respect of the receipt of such amount under
the laws of any Federal, state or local government or taxing
authority of the United States, shall be equal to the sum on an
after-tax basis, of any tax, interest, penalties or additions to tax
payable with respect to the forgiveness of such loan), after taking
into account the forgiveness of such loan.

4.5 TIME OF MAKING PAYMENTS IN CASE OF CONTEST. If any
adjustment referred to in this Section 4 shall be proposed and
Indemnitor shall have requested an Indemnitee to contest such
adjustment as above provided and shall have duly complied with the
terms of this Section 4, then notwithstanding any provision to the
contrary in Section 4 hereof, Indemnitor's liability with respect to
such adjustment shall become fixed upon a Final Determination of
such adjustment and Indemnitor shall make payment within 30 days
after receipt of a written demand therefor setting forth the amount
due under this Agreement; PROVIDED, HOWEVER, that if the opinion
of Tax Counsel provided pursuant to Section 4.2 is to the effect
that there is not a reasonable basis for a contest or appeal, then
Indemnitor's obligation to pay such indemnity shall become fixed 30
days after receipt of such opinion by Indemnitor.

4.6 TIME OF MAKING PAYMENTS FOR COSTS. Each payment by
Indemnitor of its share of any costs and expenses of a contest
conducted pursuant to the provisions of this

<PAGE>
-7-

Section 4 (including any requests for advances under Section 4.3)
shall be made within 30 days after a submission of a request from an
Indemnitee for payment for such costs and expenses. If Indemnitor
shall fail to pay for more than 60 days after the submission of such
request (unless such costs and expenses are being disputed in good
faith) Indemnitee may discontinue such contest without diminution of
Indemnitor's obligations hereunder.

5. COOPERATION ON TAX MATTERS. The Company and Energy shall
cooperate fully, as and to the extent reasonably requested by the other party,
in connection with any audit, litigation or other proceeding with respect to
Taxes. Such cooperation shall include the retention and (upon the other party's
request) the provision of records and information which are reasonably relevant
to any such audit, litigation or other proceeding and making employees available
on a mutually convenient basis to provide additional information and explanation
of any material provided hereunder. The Company and Energy agree (i) to retain
all books and records with respect to Tax matters pertinent to the Company, the
Remaining Subsidiaries, Energy and the Energy Subsidiaries (and predecessor
entities) relating to any Pre-Closing Taxable Period and the Closing Taxable
Year, and to abide by all record retention agreements entered into with any
Taxing Authority, and (ii) to give the other party reasonable written notice
prior to destroying or discarding any such books and records and, if the other
party so requests, the Company or Energy, as the case may be, shall allow the
other party to take possession of such books and records.

6. GROSS-UP OF INDEMNITY PAYMENTS. In determining the amount of any
indemnity payment from Indemnitor to an Indemnitee pursuant to Section 2 hereof,
Indemnitee shall request an opinion of Tax Counsel as to its tax liability with
respect to such payment. If Tax Counsel opines that it is more likely than not
that all or any portion of the payment is not subject to tax, Indemnitee will
treat the payment accordingly and will initially compute the payment required
under Section 2 hereof in accordance with such treatment, provided that
Indemnitee shall have been indemnified in a manner satisfactory to it against
the risk that such treatment is not ultimately sustained.

7. SURVIVAL OF AGREEMENT. The obligations and liabilities of
Indemnitor arising under this Agreement shall survive for the full period of all
applicable statutes of limitations (giving effect to any waiver, mitigation or
extension thereof). The obligations and liabilities of Indemnitor arising under
this Agreement are expressly made for the benefit of, and shall be enforceable
by any Indemnitee and their respective successors, assigns and agents.

<PAGE>
-8-

8. TERMINATION OF EXISTING TAX SHARING AGREEMENTS. Any and all
existing Tax sharing agreements or arrangements, written or unwritten, binding
the Company, Energy or any of the Remaining Subsidiaries or any of the Energy
Subsidiaries (or predecessor entities) that require or permit the transfer or
assignment of any income, revenues, receipts or gains, shall be terminated as
of the Closing Date. After the Closing Date hereof, none of the Company,
Energy, the Remaining Subsidiaries or the Energy Subsidiaries shall have any
further rights or liabilities thereunder with respect to the Tax Indemnification
Period. This Agreement shall be the sole Tax sharing agreement relating to the
Company, Energy or any of the Remaining Subsidiaries or the Energy Subsidiaries
(or predecessor entities) for all Pre-Closing Tax Periods, and for the Closing
Taxable Year, except that nothing in this Section 8 or this Agreement shall
affect any provision of the Stock Redemption Agreement relating to Taxes.

9. MANNER OF MAKING PAYMENTS. Any payments required to be made by
Indemnitor pursuant to this Agreement shall be made directly by Indemnitor to an
Indemnitee by wire transfer of immediately available funds to such bank and/or
account as specified by Indemnitee.

10. NO SETOFF. No payment required to be made by Indemnitor pursuant
to this Agreement shall be subject to any right of setoff, counterclaim,
defense, abatement, suspension, deferment or reduction, and, except in
accordance with the express terms hereof, neither the Company nor Energy shall
have a right to terminate this Agreement or to be released, relieved or
discharged from any obligation or liability under this Agreement for any reason
whatsoever, unless mutually agreed by the Company and Energy.

11. LATE PAYMENTS, INTEREST. Any late payment by Indemnitor of any of
its obligations under this Agreement shall bear interest to the extent permitted
by applicable law, at a fluctuating rate per annum equal to the rate of interest
announced publicly by Citibank, N.A., in New York, New York from time to time as
the bank's base rate (calculated on the basis of a year of 365 or 366 days, as
the case may be, and the actual number of days elapsed) (the "Prime Rate") plus
one percentage point, from the date due through and including the date of
payment.

12. FURTHER ASSURANCES. Each party agrees to cooperate fully with the
other parties and to execute such further instruments, documents, and agreements
and to give such further written assurances, as may be reasonably requested by
any other party to evidence and reflect the transactions described herein and
contemplated hereby, and to carry into effect the intents and purposes of this
Agreement.

<PAGE>
-9-

13. NOTICES. All notices, demands and requests required by this
Agreement shall be in writing and shall be deemed to have been given for all
purposes (i) upon personal delivery, (ii) two days after being sent, when sent
by professional overnight courier service, (iii) five days after posting when
sent by registered or certified mail, or (iv) on the date of transmission when
sent by telegram, telegraph, telex or facsimile transmission, addressed to
either the Company or Energy, as the case may be, at 1700 South Jefferson
Street, Lebanon, Missouri 65536. Any party hereto may from time to time by
notice in writing served upon the others as provided herein, designate a
different mailing address or a different person to which such notices or demands
are thereafter to be addressed or delivered.

14. CAPTIONS. Captions are provided herein for convenience only and
they are not to serve as a basis for interpretation or construction of this
Agreement, nor as evidence of the intention of the parties hereto.

15. ATTORNEY'S FEES. In any action at law or in equity to enforce any
of the provisions or rights under this Agreement, the unsuccessful party to such
litigation, as determined by the court in a final judgment or decree, shall pay
the successful party all costs, expenses and reasonable attorneys' fees, as set
by the court and not by a jury, incurred by the successful party (including,
without limitation, costs, expenses and fees on any appeal).

16. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the state of Missouri, without reference to
conflicts of laws, and the parties agree that any action, suit, or proceeding
relating to this Agreement shall be instituted and prosecuted in the courts of
the County of Clay, State of Missouri, and each party waives the right to change
of venue.

17. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first written.

<PAGE>
-10-

EMPIRE GAS CORPORATION
a Missouri corporation

By:___________________________
Name:______________________
Title:_____________________

EMPIRE ENERGY CORPORATION
a Tennessee corporation

By:______________________________
Name:_________________________
Title:________________________

<PAGE>

CONSENT OF VALUATION RESEARCH CORPORATION

We hereby consent to the filing as an exhibit to the Registration
Statement on Form S-1 of our opinion dated June 13, 1994, relating to the
solvency of the Company both immediately before and immediately after, and
giving effect to, the consummation of the Transaction (as defined in the
Registration Statement), which appears in such Registration Statement.

Valuation Research Corporation

By: Neil C. Kelly
-------------------------------------
Vice President
As an officer for
Valuation Research Corporation

June 13, 1994

<PAGE>

EXHIBIT 23.9

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Registration Statement on Form S-1
of our reports dated July 30, 1993, relating to the financial statements and
financial statement schedules of EMPIRE GAS CORPORATION (FORMERLY EMPIRE GAS
ACQUISITION CORPORATION) and our report dated May 27, 1994, relating to the
financial statements of PSNC PROPANE CORPORATION, all of which appear in such
Registration Statement. We also consent to the reference to us under the
hearing "Experts" in such Registration Statement.

BAIRD, KURTZ & DOBSON

Springfield, Missouri
June 16, 1994

<PAGE>

Draft Form of Solvency Opinion

June 13, 1994

Empire Gas Corporation (the "Company" or "Empire Gas")
1700 S. Jefferson
P.O. Box 303
Lebanon, Missouri 65536

Ladies & Gentlemen:

This letter is provided by Valuation Research Corporation ("VRC") reporting the
performance of certain procedures described herein pursuant to Section 9.2 of
the Stock Repurchase Agreement.

For the purposes of this opinion (the "Opinion") capitalized terms defined in
the Company's Form S-1 (the "S-1") will be used herein as defined therein unless
defined herein.

Pursuant to the Stock Repurchase Agreement the Company will implement a change
in ownership and management by repurchasing shares of its common stock from its
controlling shareholder and certain other departing officers in exchange for all
of the shares of a subsidiary that owns 133 retail service centers located
primarily in the southeast. The Company's Chief Operating Officer and Vice
Chairman of the Board, will become the Company's controlling shareholder, Chief
Executive Officer, and President. The change in ownership and management will
enable the Company to pursue a growth strategy focusing on acquiring propane
operating companies. Contemporaneously with this transaction, the Company will
acquire the assets of PSNC Propane Corporation, a company located in North
Carolina that has six retail service centers and five additional bulk storage
facilities with annual volume of approximately 9.5 million gallons, for an
aggregate purchase price of approximately $14.0 million. Pursuant to the Stock
Repurchase Agreement, the Company will transfer 100% of the common stock of its
subsidiary, Energy ("Energy Common Stock"), to the current controlling
shareholder and certain departing directors, officers and employees in exchange
for 12,004,430 of their shares of Common Stock. Certain of the departing
officers and employees will receive $7.00 per share for the remaining 346,220 of
shares of Common Stock that they hold. Energy owns the common stock of
approximately 136 subsidiaries, 133 of which are retail service centers located
in ten states, primarily in the Southeast, and certain other assets. Empire Gas
will retain ownership of 158 retail service centers located in 20 states and 8
non-retail subsidiaries that provide services related to the Company's retail
propane business.

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<PAGE>

Financing for the transaction will come from the issuance of Senior Secured
Notes due 2004 (the "Notes"), anticipated to be issued at a substantial discount
from par and expected to result in aggregate offering proceeds of $100,000,000.
In addition the Company intends to enter into a new $15,000,000 secured
revolving line of credit facility (the "New Credit Facility") with Continental
Bank, to provide working capital for general corporate purposes.

The net proceeds to the Company from the issuance and sale of the Notes will be
approximately $95.0 million. The Company intends to use approximately $72.1
million of the net proceeds to retire existing indebtedness. Approximately
$22.3 million will be used to redeem the Company's 12% Senior Subordinated
Debentures due 2002, which currently have an annual sinking fund requirement of
$690,000. Approximately $20.0 million will be used to redeem the Company's 9%
Convertible Subordinated Debentures due 1998, which currently have an annual
sinking fund requirement of $1.25 million. Approximately $16.1 million will be
used to repay the term loan (currently accruing interest at 6.125% per annum)
under the Existing Credit Facility (the "Term Loan"), which matures June 30,
1998 and which currently has a quarterly sinking fund requirement of $650,000.
Approximately $13.7 million will be used to repurchase $13.7 million principal
amount 2007 9% Subordinated Debentures. Approximately $12.0 million of the
remaining net proceeds will be used by the Company to complete the Acquisition,
which has an aggregate purchase price of $14.0 million. Approximately $2.6
million of the net proceed will be used to repurchase, at $7.00 per share,
approximately 346,220 shares of Common Stock held by the departing directors,
officers and employees, and approximately 31,640 shares of Common Stock held by
other shareholders. The Company will use approximately $4.1 million of the net
proceeds to make a payment to Energy in connection with the Stock Purchase,
reduced to the extent Energy may be required to make a payment to the Company
based on the balance, as of the Effective Date, of certain of the Company's
liabilities net of certain of its assets.

Following the Transaction, Empire Gas will consist of 158 retail service centers
with 22 additional bulk storage facilities operating in 20 states (the
"Business").

Pursuant to our understanding of the above, VRC has been asked to provide its
opinion as of June [13], 1994 (the "Closing Date"), with respect to Empire Gas,
that both immediately before and immediately after, and giving effect to, the
consummation of the Transaction, as disclosed to VRC:

(a) The Fair Value of the assets of Empire Gas exceeds and will exceed
its liabilities (including, without limitation, the New Financing,
Stated Liabilities, and Identified Contingent Liabilities);

(b) The Present Fair Saleable Value of the assets of Empire Gas exceeds
and will exceed the probable liabilities on its debts (including,
without limitation, the New Financing, Stated Liabilities, and
Identified Contingent Liabilities) as such debts become absolute and
matured;

2
<PAGE>

(c) Empire Gas is and will be able to pay its debts (including, without
limitation, the New Financing, Stated Liabilities, and Identified
Contingent Liabilities) as such debts mature; and

(d) Empire Gas will not have Unreasonably Small Capital for the Business
in which it is and will be engaged.

The Opinion rendered is with respect to Empire Gas as a going concern, on a pro
forma basis, both immediately before and immediately after, and giving effect
to, the Stock Purchase, the Notes issuance and the funding under the New Credit
Facility. In the course of preparing this Opinion, nothing has come to our
attention that causes us to believe that Empire Gas, both immediately before and
immediately after, and giving effect to, the Transaction and the associated
indebtedness, is not and would not be a going concern. For the purposes of this
Opinion, the following terms are defined:

(a) Fair Value

The amount at which assets of Empire Gas would change hands between
a willing buyer and a willing seller, within a commercially
reasonable period of time, each having reasonable knowledge of the
relevant facts, neither being under any compulsion to act, with
equity to both.

(b) Present Fair Saleable Value

The aggregate amount that may be realized by an independent willing
seller from an independent willing buyer if a company's assets are
sold with reasonable promptness in an arm's-length transaction under
present conditions for the sale of assets of comparable business
enterprises.

"Stated Liabilities" means the existing liabilities as well as any
assumed liabilities related to the Transaction, determined in
accordance with generally accepted accounting principles ("GAAP")
consistently applied as set forth in the pro forma balance sheet
presented in the S-1, all of which information has been provided to
us by an officer of the Company responsible for financial and
accounting matters.

(d) New Financing

The indebtedness being incurred, assumed, or guaranteed by Empire
Gas, through borrowings from Continental Bank under the New Credit
Facility and the issuance of the Notes.

3
<PAGE>

(e) Identified Contingent Liabilities

The maximum reasonably estimated liabilities that may result from
pending litigation, asserted claims and assessments, guaranties,
environmental conditions, uninsured risks, and other contingent
liabilities as identified and explained to VRC in terms of their
nature and estimated dollar magnitude by responsible officers of
Empire Gas and their various advisors. These contingent liabilities
may not meet the criteria for accrual under Statement of Financial
Accounting Standards No. 5 and therefore may not be recorded as
liabilities under GAAP.

(f) Unreasonably Small Capital

This phrase relates to the ability of Empire Gas, after giving
effect to the incurrence of the New Financing and after consummation
of the Transaction, to continue as a going concern and not lack
sufficient capital for the needs and anticipated needs of Empire
Gas, including Identified Contingent Liabilities. In financial
accounting, information that significantly contradicts the going
concern assumption relates to an entity's ability to continue to
meet its obligations as they become due without substantial
unplanned disposition of assets outside the ordinary course of
business, restructuring of debt, externally forced revisions of its
operations, or similar actions. Generally accepted auditing
standards call for affirmative actions to test the going concern
concept. These auditing standards may identify certain information
that contradicts the financial accounting going concern assumption -
for example, recurring operating losses, defaults on loans, and
adverse financial ratios. Our determination of adequate capital is
made from an economic rather than financial accounting perspective.
During the course of our examination and review, we did not discover
any such information.

We believe the foregoing definitions are reasonable and appropriate for purposes
of rendering the Opinion, and we believe that the methodologies we use in our
analysis are appropriate for determining Fair Value and Present Fair Saleable
Value as defined herein. Based on the facts that have come to our attention
during the course of this engagement, we believe it is appropriate for us to
value Empire Gas as a going concern as part of our analysis relating to this
Opinion.

In expressing its Opinion, VRC has relied on information and analyses furnished
by and/or discussions held with officers and employees of the Company, which
information and analyses VRC has reviewed and which has been the subject of
discussion and inquiry. VRC does not assume any responsibility for the
sufficiency and accuracy of the information. Nothing has come to VRC's
attention in the course of this engagement which would lead it to believe that
any such information is incorrect in any material

4
<PAGE>

respect or that it was unreasonable for VRC to utilize and rely upon the
information. Such data has been accepted as reasonably reflecting the
Acquisition, the financial condition of Empire Gas and their past and future
operations. All items generally considered subject to audit pursuant to
generally accepted auditing standards and in conformity with generally accepted
accounting principles have been relied upon without review, check, or
verification, but nothing has come to our attention that would cause us to
believe the information is incorrect in any material respect or that it was
unreasonable for VRC to utilize and rely upon the information. VRC has
performed certain analyses, studies, and investigations more fully described
herein in support of its Opinion. Further, the Opinion expressed herein is
subject to the General Limiting Conditions and Assumptions attached hereto.

VRC was provided with audited financial statements for Empire Gas (pre
Transaction) for the fiscal years ended June 30, 1991 through June 30, 1993 and
the unaudited financial statements for Empire Gas Corporation for the nine-month
period ended March 31, 1994 and unaudited proforma financial statements, giving
effect to the Transaction for the twelve month period ended March 31, 1994.
These unaudited financial statements were prepared by Empire Gas management
("Management") and were represented as being prepared in accordance with GAAP.
As VRC is not a public accounting firm it does not certify financial statements
and has relied in good faith on the financial statements prepared by Management.
VRC has reviewed these financial statements, as well as historical data by
division and other internal financial data from the Company, in addition to
extensive background data and material considered appropriate to the Opinion
expressed. Such areas of investigation have included but are not limited to:

* An industry overview, including an analysis of companies engaged in
similar lines of business, as well as reviewing available data on
recent acquisitions of companies engaged in similar lines of
business.

* Inquiries of Management as to the impact of future trends on Empire
Gas and the industry; estimated future levels of current assets and
liabilities and capital expenditures; competitive conditions and
advantages; and key actions to be taken in the near term, among
other factors.

* Review of the draft Note Indenture agreement between Empire Gas and
Shawmut Bank Connecticut ("Shawmut Bank") filed with Amendment No. 2
of the Company's Form S-1 on June 10, 1994 ("Amendment No. 2").

* Review of Empire Gas's Projected Financial Statements for an eleven
year period ending June 30, 2004.

* Review of the Rating Agency presentation prepared by the Company and
dated March, 1994.

5
<PAGE>

* Review of Company's Form S-1 filed with the Securities and Exchange
Commission (the "SEC") on April 29, 1994, as amended by Amendment
No. 2.

* Review of the Basic Agreements.

* Review of a draft of the Warrant Agreement between Empire Gas and
Shawmut Bank dated June 1, 1994.

* Review of a draft of the Underwriting Agreement between Empire Gas
and the Underwriter dated June 1, 1994.

* Review of a draft of the Asset Purchase Agreement by and among
Empire Gas, Empiregas, Inc. of North Carolina, Public Service
Company of North Carolina, Incorporated and PSNC Propane
Corporation, dated June 13, 1994.

* Review of the Option Agreement dated April 9, 1994 by and between
Steve's Propane Service, Inc. ("Steve's Propane").

* Review of financial and operational data for Steve's Propane.

* Review of the Option Agreement dated February 11, 1994 by and
between Ginco Propane Inc. ("Ginco") and Empire Gas.

* Review of financial and operational data for Ginco.

* Review of the Acquisition Information Brochure on Ginco presented to
Empire Gas Board of Directors on December 2, 1993.

* Review of the March 31, 1994 Form 10-Q filed by Empire Gas with the
SEC.

* Review of the audited financial statements of PSNC as of March 31,
1994.

* Interviews with the management of Empire Gas.

* Review of the Schedule of Identified Liabilities provided to VRC in
writing, by a senior officer of Empire Gas which was represented by
this officer to include a listing of all appropriate items. Because
the Identified Contingent Liabilities are estimates of Management,
we express no opinion as to the completeness or propriety of such
items. However, after discussion with Management with respect
thereto, and our general familiarity with such liabilities, nothing
has come to our attention in the

6
<PAGE>

course of this engagement which would suggest that any such
information is incorrect in any material respect or unreasonable for
VRC to utilize.

* Inquiries of certain officers of Empire Gas who have responsibility
for legal, financial, and accounting matters as to the existence,
nature, and magnitude of Identified Contingent Liabilities.

For purposes of this Opinion, VRC has assumed that there will be no material
change in any documents in VRC's possession on June 13, 1994.

VRC has, to the extent necessary, discussed financial and operating matters of
Empire Gas with Management and/or its financial and legal advisors. VRC has
reviewed the forecasts of earnings, income, cash flows, and balance sheets of
Empire Gas prepared by Management referred to above and discussed such forecasts
with Management. This review included, but was not limited to, discussions of
basic assumptions made in the preparation of the forecasts relating to the type
of business; key markets; economic conditions; capital facilities and working
capital requirements; taxes; financing plans; and strategic positioning. We
consider such forecasts to be reasonable and attainable in light of current and
near term economic expectations and nothing has come to our attention that would
cause us to believe the basic assumptions used in the forecasts are
unreasonable. We believe that the review we have conducted and the analyses and
procedures undertaken are those generally considered appropriate for expressing
the Opinion herein.

On the basis of the review, procedures, and analyses performed, we express the
following opinions as of June [13], 1994 that both immediately before and
immediately after and giving effect to the Merger, all predicated on the General
Limiting Conditions and Assumptions:

(a) The Fair Value of the assets of Empire Gas exceeds and will exceed
its liabilities (including, without limitation, the New Financing,
Stated Liabilities, and Identified Contingent Liabilities);

(c) Empire Gas is and will be able to pay its debts (including, without
limitation, the New Financing, Stated Liabilities, and Identified
Contingent Liabilities) as such debts mature; and

(d) Empire Gas will not have Unreasonably Small Capital for the Business
in which it is and will be engaged.

7
<PAGE>

Exhibit A of this report sets forth the Present Fair Saleable Value and Fair
Value of the aggregate assets of Empire Gas, as well as its Stated and
Identified Contingent Liabilities, and the New Financing incurred, assumed or
guaranteed by Empire Gas.

This letter is solely for information and assistance to the parties to whom it
is addressed for matters in connection with the proposed Merger and New
Financing, except as set forth in the General Limiting Conditions and
Assumptions. Any other use is expressly prohibited and neither this letter nor
any of its parts may be circulated, quoted, or otherwise referred to for any
other purpose without the prior review and written consent of VRC, the exercise
of which will be at the sole discretion of VRC not unreasonably withheld.

The above limitations do not apply to related parties who you believe have a
legitimate business interest in receiving such copies, including counsel, future
participating lenders, courts, administrative agencies, and other appropriate
parties. However, in such instances, this Opinion must be provided to such
parties in its entirety. The term "related parties" shall not exclude
participants and assignees, regulators, additional lenders, successors, or
appropriate parties involved in litigation or court proceedings involving this
transaction or under other similar circumstances.

Valuation has no responsibility to update the opinion stated herein for events
and circumstances occurring after the date of this letter.

Respectfully submitted,

VALUATION RESEARCH CORPORATION

Engagement Number: 04-2313-00

8
<PAGE>

EXHIBIT A

EMPIRE GAS CORPORATION

EXCESS OF PRESENT FAIR SALEABLE VALUE
AND FAIR VALUE OF ASSETS OVER LIABILITIES

As of June 13, 1994

(dollars in millions)

<TABLE>

<S> <C>
PRESENT FAIR SALEABLE VALUE AND
FAIR VALUE OF ASSETS $142.8

LIABILITIES:
Stated Liabilities (1)(2) 12.2

New Financing:
Notes 106.9
New Credit Facility 0
Identified Contingent Liabilities 14.0

TOTAL LIABILITIES 133.1
-----
EXCESS OF PRESENT FAIR SALEABLE VALUE
AND FAIR VALUE OF ASSETS OVER LIABILITIES $ 9.7
-----
-----

SEE GENERAL LIMITING CONDITIONS AND ASSUMPTIONS
<FN>
Notes:

(1) Based on pro-forma March 31, 1994 balance sheet provided by Empire,
assuming no material changes to the financial statements in the interim
period.

(2) Stated Liabilities consist of $11.1 million in current liabilities and $1.1
million in accrued self insurance liabilities.
</TABLE>

9
<PAGE>

GENERAL LIMITING CONDITIONS AND ASSUMPTIONS

In accordance with recognized professional standards as generally practiced in
the valuation industry, the fee for these services is not contingent upon the
conclusions of value contained herein. VRC has determined to the best of its
knowledge and in good faith that neither it nor any of its agents or employees
have a material financial interest in the Company.

Neither VRC, nor its agents or employees, assume any responsibility for matters
legal in nature, nor do they render any opinion as to any title to, or legal
status of, property which may be involved, both real and personal, tangible and
intangible.

VRC assumes that all laws, statutes, ordinances, other regulations, or
regulations of any governmental authority relevant to and in connection with
this engagement are complied with unless express written noncompliance is
brought to the attention of VRC and is stated and defined by those relied on by
VRC, including the Company and its management.

VRC has relied on certain information furnished by others, including, but not
limited to, the Company, without verification, other than the procedures
specified in VRC's letter attached hereto. VRC believes such information to be
reliable as to accuracy and completeness but offers no warranty or
representation to that effect; however, nothing has come to our attention in the
course of this engagement that would cause us to believe that any furnished
information is inaccurate in any material respect or it is unreasonable to
utilize and rely upon such information. Such information generally includes,
but is not limited to, financial analyses and forecasts; historical, pro forma,
audited and unaudited financial statements; and management analyses and
forecasts.

Where there may be real property involved, and unless specifically stated, VRC
has not made a land survey of the property and has assumed that Empire Gas has
clear title to the property represented by the Company as owned by Empire Gas.
It is assumed that there are no hidden or unapparent conditions of the property,
subsoil, or structures thereon that render it more or less valuable except as
disclosed in the Environmental Assessment. No responsibility is assumed for
such unapparent conditions or for arranging for engineering studies that may be
required to discover such unapparent conditions or any such unapparent
conditions which may exist.

In some instances, public information and statistical information have been
obtained from sources VRC has accepted as being reliable; however, VRC makes no
representation as to the accuracy or completeness of such information and has
accepted the information without further verification.

10
<PAGE>

The opinion of VRC does not represent an assurance, guarantee, or warranty that
Empire Gas will not default on any debt obligations associated with the
Acquisition related transactions.

VRC makes no assurance, guarantee, or warranty that the covenants for the New
Financing will not be broken in the future.

No representation is made herein as to the legal sufficiency of the above
definitions (term definitions contained in the body of the Opinion) for any
purpose; such definitions are used solely for setting forth the scope of this
Opinion and VRC believes such definitions to be reasonable for the purposes of
rendering this Opinion.

The opinions of value expressed by VRC result from the development and analysis
of several valuation indications arrived at through the use of generally
accepted valuation procedures. These procedures included the Income and Market
Approaches, which we believe to be procedures appropriate to express the
opinions herein.

The Income Approach utilized cash flow projections discounted to a present
value. The discount rate selected was based on risk and return requirements
deemed appropriate by VRC, given the facts and circumstances surrounding the
transactions under consideration. In arriving at an appropriate discount rate,
VRC considered the Company's weighted average cost of capital, the weighted
average cost of capital for other companies in the industry, and the rate of
return on alternative investments. In addition, the risk inherent in the
business was also considered.

In addition to discounting the projected cash flows of the Company, VRC
performed sensitivity analysis which included varying the discount rates and
sales growth rates of the projections in estimating a range of values.

The Market (Guideline) Approach compared the subject company with
publicly-traded companies engaged in businesses which VRC deemed reasonably
similar to the subject's. The companies selected were either competitors of the
Company or engaged in distribution and marketing of products similar or related
to that of the Company. Ratios such as invested capital to earnings before
interest and taxes; invested capital to earnings before interest, depreciation,
amortization and taxes; invested capital to sales; and invested capital to debt
free after tax earnings were employed. Recent acquisitions of companies in
related industries were also reviewed.

Our opinion is necessarily based on economic, market, financial and other
conditions as they exist on the date of this letter. While various judgments
and estimates which we consider reasonable and appropriate under the
circumstances were made by us in the determination of value, no assurance can be
given by us that the sale price which might ultimately be realized in any actual
transaction, if and when effected, will be at the Fair Value or Present Fair
Saleable Value indicated.

11
<PAGE>

Material changes in the industry or in market conditions which might affect the
Company's business from and after the effective date of the proposed
transactions and which are not reasonably foreseeable are not taken into
account.

It has been represented to VRC that there will be no borrowings outstanding at
closing under the New Credit Facility.

Based on the projections provided in the Rating Agency Presentation which were
the subject of our investigation and analysis, VRC has assumed that the Company
will make no acquisitions exceeding $6,000,000 in total during any given year
during the projection period.

With respect to the Company's ability to repay debts as they mature, VRC has
assumed that 100% of the Company's excess cash flow is accumulated and
restricted to be applied to the repayment of any outstanding obligations
incurred under the Note Indenture and the New Credit Facility.

It has been represented to VRC that Empire Gas has accrued or reserved for all
Identified Contingent Liabilities on the proforma balance sheet provided to VRC.
All amounts are fully accounted for under Stated Liabilities on Exhibit A in
this report.