8-K

                       SECURITIES and EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                    FORM 8-K



              Current Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                Date of Report (Date of Earliest Event Reported):
                                 August 16, 2000
                                 ---------------


                                 Tengasco, Inc.
                                 --------------
             (Exact Name of Registrant as specified in its charter)

                         Commission File Number 0-20975



        Tennessee                                          87-0267438
        ---------                                          ----------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.


             603 Main Avenue, Suite 500, Knoxville, Tennessee 37902
             ------------------------------------------------------
                     (Address of Principal Executive Office


                                 (865) 523-1124
                                 --------------
                         (Registrant's Telephone number)







Item 1. Business

            On August 16, 2000, Tengasco Pipeline Corporation ("TPC"), a
wholly-owned subsidiary of Tengasco, Inc. (the "Company"), entered into loan
agreements (the Loan Agreements") with five lenders (the "Lenders") for a loan
(the "Loan") to finance the completion of the Company's 58 mile Swan Creek
natural gas pipeline system. Under the terms of the Loan Agreements, the Lenders
agreed to loan TPC a total of $5.6 million for the construction and startup
costs associated with the 28-mile Phase II of the Company's pipeline system.
Repayment of the Loan is to be secured only by a first lien upon the pipeline
assets of TPC.

            The Loan is to be repaid over a five-year term, accruing interest at
10.75% per annum from the date of funding, with no penalty for prepayment, and
the first payment due in six months from closing. As additional consideration
for making the Loan, each Lender is to share on a pro-rata basis, a total
throughput fee for all of the Lenders of $.10 per MMBTU of natural gas delivered
through the completed pipeline system. The throughput agreement will cease to
exist when the Loan is paid in full.

            The Lenders include Morita Properties, Inc., an affiliate of Shigemi
Morita, a Director of the Company which is loaning TPC a total of $500,000, with
an initial advance of $250,000 having been made to TPC at closing of the Loan on
August 16, 2000 (the "Closing") and the remainder to be funded by August 31,
2000; Edward W.T. Gray III, a Director of the Company who is loaning TPC a total
of $1,000,000, with an initial advance of $300,000 made at Closing and the
remainder to be funded by September 30, 2000; and, Malcolm E. Ratliff, Chairman
of the Board of Directors and Chief Executive Officer of the Company who is
loaning TPC $2,000,000, with an initial advance of $250,000 made at Closing, an
additional advance of $250,000 to be funded by August 31, 2000 and the remainder
to be funded by November 15, 2000.

            The balance of the Loan in the amount of $2,100,000 is being made by
two individuals, both of whom are shareholders of the Company, who made an
aggregate initial advance of $400,000 at Closing with the remaining $1,700,000
to be funded by September 7, 2000.



Item 7 Financial Statements and Exhibits

            The following exhibits are filed herewith:

            10.15 Loan Agreement between Tengasco Pipeline
Corporation and Morita Properties, Inc. dated August 16, 2000.

            10.15(a) Promissory note made by Tengasco Pipeline
Corporation to Morita



                                       2



Properties, Inc. dated August 16, 2000.

            10.15(b) Throughput Agreement between Tengasco Pipeline
Corporation and Morita Properties, Inc. dated August 16, 2000.

            10.16 Loan Agreement between Tengasco Pipeline
Corporation and Edward W.T. Gray III dated August 16, 2000.

            10.16(a) Promissory note made by Tengasco Pipeline Corporation to
Edward W.T. Gray III dated August 16, 2000.

            10.16(b) Throughput Agreement between Tengasco Pipeline
Corporation and Edward W.T. Gray III dated August 16, 2000.

            10.17 Loan Agreement between Tengasco Pipeline
Corporation and Malcolm E. Ratliff dated August 16, 2000.

            10.17(a) Promissory note made by Tengasco Pipeline Corporation to
Malcolm E. Ratliff dated August 16, 2000.

            10.17(b) Throughput Agreement between Tengasco Pipeline
Corporation and Malcolm E. Ratliff dated August 16, 2000.

            10.18 Loan Agreement between Tengasco Pipeline
Corporation and Charles F. Smithers, Jr. dated August 16, 2000.

            10.18(a) Promissory note made by Tengasco Pipeline
Corporation to Charles F. Smithers, Jr.

            10.18(b) Throughput Agreement between Tengasco Pipeline
Corporation and Charles F. Smithers dated August 16, 2000.

            10.19 Loan Agreement between Tengasco Pipeline
Corporation and Nick Nishiwaki dated August 16, 2000.

            10.19(a) Promissory note made by Tengasco Pipeline Corporation to
Nick Nishiwaki dated August 16, 2000.

            10.19(b) Throughput Agreement between Tengasco Pipeline
Corporation and Nick Nishiwaki dated August 16, 2000.






                                       3




                                   SIGNATURES

      Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused and authorized this report to be signed on its
behalf by the undersigned.

Dated: August 21, 2000

                                          Tengasco, Inc.


                                          By:s/Robert M. Carter
                                             ------------------
                                             Robert M. Carter,
                                             President



                                       4

EX-10.15

                                 EXHIBIT 10.15








                                 LOAN AGREEMENT

      LOAN AGREEMENT, dated August 16, 2000 between Tengasco Pipeline
Corporation, a Tennessee corporation, ("Borrower"), and Morita Properties, Inc.
("Lender").

                                  WITNESSETH:

      WHEREAS, the Borrower has requested that the Lender make the loan (as
hereinafter defined) and the Lender has agreed to make the Loan on and subject
to the terms and conditions hereof;

      NOW, THEREFORE, each of the parties hereto, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
hereby agree as follows:

                                   AGREEMENT:

1.    Subject to the terms and conditions hereof, the Lender hereby agrees to
      make a loan (the "Loan") to the Borrower in the amount of $500,000 to be
      made available as follows: $250,000 on August 16, 2000 and the remainder
      to be made available as follows: $250,000 on August 31, 2000.

2.    The Borrower hereby unconditionally promises to pay to the Lender the full
      outstanding principal amount of the Loan, together with all unpaid
      interest thereon and all other outstanding unpaid amounts owing to the
      Lender under or in connection with the Loan Documents, on or before August
      16, 2005. The Borrower hereby agrees to pay interest on the unpaid
      principal amount of the Loan at the rate of 10.75% payable monthly with
      the first payment due on March 16, 2001. The Loan shall be evidenced by a
      Note in the form attached hereto.

3.    As part consideration for making the Loan, Borrower will pay Lender a
      throughput fee in accordance with the form of Throughput Agreement
      attached hereto, while the Loan is outstanding.

4.    The principal of the Note may be prepaid, in whole or in part, at any
      time.

5.    If all or a portion of any interest payment shall not be paid when due,
      such overdue amount shall, to the fullest extent permitted by law, bear
      interest at a rate of 10.75% per annum.







6.    All payments to be made by the Borrower to the Lender at the following
      address:

                         35 Park Avenue, #8F
                         New York, NY 10016

       or such other address as the Lender may from time to time designate.

7.    The Loan is secured by a first lien upon all the pipeline properties,
      rights of way, and facilities owned by Borrower and to be constructed with
      the proceeds of the Loan.

8.    In the event the Borrower fails to pay any principal of or interest on the
      Loan when due and payment, or application is made by the Borrower for the
      appointment of a receiver, trustee or custodian for any of the Borrower's
      assets; or a petition under any section or chapter of the federal
      Bankruptcy Code or any similar law shall be filed by the Borrower; or the
      Borrower makes an assignment for the benefit of its creditors or any case
      or proceeding is filed by the Borrower for its dissolution, liquidation or
      termination and the Borrower shall fail to sure such default within ten
      (10) days of the receipt of written notice from the Lender, the balance
      due under the Note may, at the option of the Lender be declared, and
      immediately shall become, due and payable.

9.    The Borrower agrees unconditionally upon demand to pay or reimburse the
      Lender for all reasonable out-of-pocket costs, expenses and disbursements,
      including but not limited to fees and expenses of counsel, incurred by
      Lender in connection with the enforcement of this Agreement.

10.   No course of dealing and no delay or failure of the Lender in exercising
      any right, power, remedy or privilege under this Agreement shall affect
      any other or future exercise thereof or operate as a waiver thereof.

11.   This Agreement and the other Loan Documents shall be binding upon and
      inure to the benefit of the successors and assigns of the Borrower and the
      Lender.

12.   Except as otherwise expressly provided for in this Agreement, the Borrower
      waives presentment, demand and protest and notice of presentment, protest,
      default, nonpayment, maturity, release, compromise, settlement, extension
      or renewal of any and all commercial paper, accounts, contract rights,
      documents, instruments, chattel paper and guarantees at any time held by
      the Lender on which the Borrower may in any way be liable and hereby
      ratifies and confirms whatever the Lender may do in this regard; and (ii)
      the benefit of all valuation, appraisement and exemption laws.

13.   Except as otherwise provided herein, any notice or other written
      communication required hereunder shall be in writing, and shall be deemed
      to have been validly served, given or delivered (i) upon deposit in the
      United States mail, with proper


                                        2





       postage prepaid, (ii) by hand delivery, (iii) by overnight express mail
       courier, or (iv) by telecopier, and addressed to the party to be notified
       at the address set forth below or to such other address as each party may
       designate for itself in writing by like notice.

             To the Lender:

                    35 Park Avenue, #8F
                    New York, NY 10016

             To the Borrower:

                    Tengasco Pipeline Corporation
                    603 Main Avenue, Suite 500
                    Knoxville, TN 37902
                    Facsimile: (865) 523-9894

14.   This Agreement represents the entire agreement between the parties and may
      not be amended, modified or changed, except by a writing executed by both
      parties.

15.   This Agreement may be executed in counterparts.

      IN WITNESS WHEREOF, and intending to be legally bound hereby, this
Agreement has been duly signed, sealed and delivered by the undersigned as of
the day and year specified at the beginning hereof.

 ATTEST:                              BORROWER
                                      TENGASCO PIPELINE CORPORATION
  /s/ Elizabeth A. Wendelken          By: /s/ Robert M. Carter
- -----------------------------------      ------------------------------------
 Elizabeth A. Wendelken, Secretary           Robert M. Carter, President

                                      LENDER MORITA PROPERTIES, INC.

                                      By: /s/ Shigemi Morita
                                         ------------------------------------
                                            Shigemi Morita, President




                                       3

EX-10.15(A)

                                EXHIBIT 10.15(a)








                                      NOTE

$500,000.00                                                 Knoxville, Tennessee
                                                            August 16, 2000


       FOR VALUE RECEIVED, Tengasco Pipeline Corporation, a Tennessee
corporation ("Borrower"), hereby promises to pay to the order of Morita
Properties, Inc. with an address at 35 Park Avenue, New York, NY 10016, (the
"Lender"), the principal sum of $500,000 payable in accordance with the
provisions of that certain Loan Agreement dated August 16, 2000 between the
Borrower and the Lender and the other Lenders party thereto (as it may hereafter
be amended, restated, modified or supplemented from time to time, the "Loan
Agreement"). All capitalized terms used herein shall, unless otherwise defined
herein, have the same meanings given to such terms in the Loan Agreement.

       The Borrower shall pay interest on the unpaid principal balance hereof at
the rate of 10.75% per annum. Interest shall accrue on date of funding by Lender
as to each of the respective scheduled payments in the Loan Agreement. The
Maturity Date shall be August 15, 2005. All sums due hereunder shall be paid by
the Maturity Date. Borrower shall pay the indebtedness due hereunder in monthly
installments beginning March 15, 2001 and continuing monthly thereafter in 54
equal monthly installments of principal and interest. Borrower may prepay the
indebtedness due hereunder in whole or in part at any time.

       Upon the occurrence and during the continuation of an Event of Default,
Lender shall have the right to accelerate payment of the entire unpaid principal
and accrued interest due hereunder. Such interest rate will accrue before and
after any judgment has been entered. All payments of both principal and interest
shall be made without setoff, counterclaim or other deduction of any nature to
the Lender as provided in the Loan Agreement, in lawful money of the United
States of America in immediately available funds. Except as otherwise provided
in the Loan Agreement, the Borrower waives presentment, demand, notice, protest
and all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note and the Loan Agreement:

       The entire principal amount due hereunder shall be paid on the Maturity
Date or earlier acceleration or repayment hereof. If any payment or action to be
made or taken hereunder shall be stated to be or become due on a day which is
not a Business Day, such payment or action shall be made or taken on the next
following Business Day and such extension of time shall be included in computing
interest or fees, if any, in connection with such payment or action.

       This Note is a Note referred to in, and is entitled to the benefits of,
the Loan Agreement and other Loan documents, including the representations,
warranties,







covenants, conditions, security interests or liens contained or granted therein.
The Loan Agreement, among other things, contains provisions for prepayment in
full or in part and for acceleration of the maturity hereof upon the happening
of certain stated events prior to maturity upon the terms and conditions therein
specified.

       This Note shall bind the Borrower and its successors and assigns, and the
benefits hereof shall inure to the benefit of the Lender and its successors and
assigns. All references herein to the "Borrower" and the "Lender" shall be
deemed to apply to the Borrower and the Lender, respectively, and their
respective successors and assigns.

       This Note and any other documents delivered in connection herewith and
the rights and obligations of the parties hereto and thereto shall for all
purposes be governed by and construed and enforced in accordance with the
internal laws of the State of Tennessee without giving effect to its conflicts
of law principles.

       IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has executed this Note as of the date first written above.

ATTEST:                                 TENGASCO PIPELINE CORPORATION


/s/ Elizabeth A. Wendelken              By: /s/ Robert M. Carter
- -------------------------------------       -----------------------------------
 Elizabeth A. Wendelken, Secretary        Robert M. Carter, President




                                       2

EX-10.15(B)

                                EXHIBIT 10.15(b)









                              THROUGHPUT AGREEMENT

       This Throughput Agreement is being executed and entered into by Tengasco
Pipeline Corporation ("TPC"), and Morita Properties, Inc. ("Morita") this 17th
day of August, 2000.

       Pursuant to that certain Loan Agreement between TPC and Morita dated as
of August 16, 2000, and related documents as the same may be amended from time
to time ("Loan Agreement"), Morita and other similarly situated persons are
making available to TPC, a wholly owned subsidiary of Tengasco, Inc., a loan in
the aggregate principal amount of 5.6 million dollars, a portion of which is
being loaned by Morita and that portion being referred to herein as the "Loan,"
to provide financing for the construction of TPC's Swan Creek-Kingsport natural
gas pipeline ("Pipeline"). As an additional consideration for Morita's agreement
to make the Loan to TPC, TPC has agreed that Morita shall be entitled to
participate in the revenue associated with the operation of the Pipeline to the
extent described in this Agreement.

       NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged
hereby, TPC agrees as follows:

       Throughput Revenue Participation. Effective as of the commencement of
operations by the Pipeline, and each month thereafter until the Loan is paid in
full, TPC shall be liable for the payment to Morita of Morita's Proportional
Part of a total Throughput Fee of ten cents ($0.10) per MMBtu of natural gas
delivered through the Pipeline. The Proportional Part of the total ten-cent
Throughput Fee that Morita is entitled to receive under this Agreement is that
portion of the ten-cent fee equal to the ratio of the Loan being made by Morita
to the total of all amounts loaned to TPC for this pipeline financing, currently
$5.6 million. The volumes delivered through the Pipeline shall be determined on
a monthly basis and shall equal the sum of all volumes delivered at delivery
points on the pipeline, net of line losses and fuel.

       Default. In the event of any failure by TPC to perform, or cause the
performance of, any of its obligations under this Agreement, in addition to any
and all other remedies available to Morita under this Agreement, the failure
will constitute an Event of Default under the Loan Agreement.

       Enforcement Action. In the event Morita is required to take legal action
against TPC to enforce their right to any payments due under this Agreement or
to enforce the performance by TPC of any other obligations under this Agreement,
Morita shall be entitled to recover from TPC all of the costs and expenses of
such legal action including without limitation attorneys fees and court costs.

       Term. Unless earlier terminated by Morita in its sole discretion, this
 Agreement shall continue in full force and effect for so long as the Loan
 remains unpaid. When at any time the Loan is paid, this Agreement shall
 terminate without any further action by TPC or by Morita and Morita shall
 release all liens upon the Pipeline in accordance with the Loan Agreement.







       Notices and Payments. Unless changed by written notice, all payments,
volume information, notices or other communications to Morita shall be sent to
the following address:

             Morita Properties, Inc.
             35 Park Avenue, #8F
             New York, NY 10016

       Miscellaneous.

       (a) Successors. The provisions of this Agreement shall be binding upon
       and shall inure to the benefit of the parties hereto and their respective
       legal representatives, successors, and assigns. Morita may not assign
       this Agreement without written consent of TPC, which consent may not be
       unreasonably withheld.

       (b) Rights Cumulative; No Waiver. The rights granted Morita under this
       Agreement or the Loan Agreement or allowed by law or equity shall be
       cumulative and may be exercised at any time and from time to time. No
       failure on the part of Morita to exercise, and no delay in exercising,
       any right shall be construed or deemed to be a waiver thereof, nor shall
       any single or partial exercise by Morita of any right preclude any other
       future exercise thereof or the exercise of any other right.

       (c) Severance. If any provision of this Agreement or any application of
       any provision shall have been declared invalid, illegal or unenforceable
       by any court or agency of competent jurisdiction, such declaration shall
       not affect or impair the validity, legality and enforceability of any
       other provisions of this Agreement or of the Loan Agreement or any other
       application of such provisions.

       (d) Amendment. This Agreement may not be amended, modified or changed,
       nor shall any waiver of any provision hereof be effective, except by an
       instrument in writing signed by the party against whom enforcement of the
       amendment, modification, change, or waiver is sought.

       (e) Choice of Law. This Agreement shall be governed by and construed in
       accordance with the laws of the State of Tennessee.

       (f) Interpretation. All terms not otherwise defined in this Agreement
       shall have the meanings ascribed to them in the Loan Agreement.

       (g) Counterparts. This document may be executed in counterparts, all of
       which executed counterparts shall together constitute a single document.
       Signature and acknowledgment pages may be detached from the counterparts
       and attached to a single copy of this document to physically form one
       document.




                                        2






       IN WITNESS WHEREOF, Morita and TPC have executed this agreement as of the
day and year first above written.

                                     TENGASCO PIPELINE CORPORATION

                                     BY: /s/ Robert M. Carter
                                        ----------------------------------------
                                         Robert M. Carter, President

                                     MORITA PROPERTIES, INC.

                                     BY: /s/ Shigemi Morita
                                        ----------------------------------------
                                         Shigemi Morita, President




                                       3

EX-10.16

                                 EXHIBIT 10.16









                                 LOAN AGREEMENT

       LOAN AGREEMENT, dated August 16, 2000 between Tengasco Pipeline
Corporation, a Tennessee corporation, ("Borrower"), and Edward W. T. Gray, III
("Lender").

                                   WITNESSETH:

       WHEREAS, the Borrower has requested that the Lender make the loan (as
hereinafter defined) and the Lender has agreed to make the Loan on and subject
to the terms and conditions hereof;

       NOW, THEREFORE, each of the parties hereto, for good and valuable
consideration, the receipt and suffciency of which is hereby acknowledged,
hereby agree as follows:

                                   AGREEMENT:

1.     Subject to the terms and conditions hereof, the Lender hereby agrees to
       make a loan (the "Loan") to the Borrower in the amount of $1,000,000 to
       be made available as follows: $300,000 on August 16, 2000 and the
       remainder to be made available as follows: $700,000 to be paid no later
       than September 30, 2000.

2.     The Borrower hereby unconditionally promises to pay to the Lender the
       full outstanding principal amount of the Loan, together with all unpaid
       interest thereon and all other outstanding unpaid amounts owing to the
       Lender under or in connection with the Loan Documents, on or before
       August 16, 2005. The Borrower hereby agrees to pay interest on the unpaid
       principal amount of the Loan at the rate of 10.75% payable monthly with
       the first payment due on March 16, 2001. The Loan shall be evidenced by a
       Note in the form attached hereto.

3.     As part consideration for making the Loan, Borrower will pay Lender a
       throughput fee in accordance with the form of Throughput Agreement
       attached hereto, while the Loan is outstanding.

4.     The principal of the Note may be prepaid, in whole or in part, at any
       time.

5.     If all or a portion of any interest payment shall not be paid when due,
       such overdue amount shall, to the fullest extent permitted by law, bear
       interest at a rate of 10.75% per annum.







6.     All payments to be made by the Borrower to the Lender at the following
       address:

                         3 New Street
                         Remsenburg, NY 11960

       or such other address as the Lender may from time to time designate.

7.     The Loan is secured by a first lien upon all the pipeline properties,
       rights of way, and facilities owned by Borrower and to be constructed
       with the proceeds of the Loan.

8.     In the event the Borrower fails to pay any principal of or interest on
       the Loan when due and payment, or application is made by the Borrower for
       the appointment of a receiver, trustee or custodian for any of the
       Borrower's assets; or a petition under any section or chapter of the
       federal Bankruptcy Code or any similar law shall be filed by the
       Borrower; or the Borrower makes an assignment for the benefit of its
       creditors or any case or proceeding is filed by the Borrower for its
       dissolution, liquidation or termination and the Borrower shall fail to
       sure such default within ten (10) days of the receipt of written notice
       from the Lender, the balance due under the Note may, at the option of the
       Lender be declared, and immediately shall become, due and payable.

9.     The Borrower agrees unconditionally upon demand to pay or reimburse the
       Lender for all reasonable out-of-pocket costs, expenses and
       disbursements, including but not limited to fees and expenses of counsel,
       incurred by Lender in connection with the enforcement of this Agreement.

10.    No course of dealing and no delay or failure of the Lender in exercising
       any right, power, remedy or privilege under this Agreement shall affect
       any other or future exercise thereof or operate as a waiver thereof.

11.    This Agreement and the other Loan Documents shall be binding upon and
       inure to the benefit of the successors and assigns of the Borrower and
       the Lender.

12.    Except as otherwise expressly provided for in this Agreement, the
       Borrower waives presentment, demand and protest and notice of
       presentment, protest, default, non-payment, maturity, release,
       compromise, settlement, extension or renewal of any and all commercial
       paper, accounts, contract rights, documents, instruments, chattel paper
       and guarantees at any time held by the Lender on which the Borrower may
       in any way be liable and hereby ratifies and confirms whatever the Lender
       may do in this regard; and (ii) the benefit of all valuation,
       appraisement and exemption laws.

13.    Except as otherwise provided herein, any notice or other written
       communication required hereunder shall be in writing, and shall be deemed
       to have been validly



                                        2




      served, given or delivered (i) upon deposit in the United States mail,
      with proper postage prepaid, (ii) by hand delivery, (iii) by overnight
      express mail courier, or (iv) by telecopier, and addressed to the party to
      be notified at the address set forth below or to such other address as
      each party may designate for itself in writing by like notice.

            To the Lender:

                   3 New Street
                   Remsenburg, NY 11960

      To the Borrower:

                   Tengasco Pipeline Corporation
                   603 Main Avenue, Suite 500
                   Knoxville, TN 37902
                   Facsimile: (865) 523-9894

14.    This Agreement represents the entire agreement between the parties and
       may not be amended, modified or changed, except by a writing executed by
       both parties.

15.    This Agreement may be executed in counterparts.

       IN WITNESS WHEREOF, and intending to be legally bound hereby, this
Agreement has been duly signed, sealed and delivered by the undersigned as of
the day and year specified at the beginning hereof.

ATTEST:                              BORROWER
                                     TENGASCO PIPELINE CORPORATION


/s/ Elizabeth A. Wendelken           By: /s/ Robert M. Carter
- ---------------------------------       --------------------------------------
Elizabeth A. Wendelken, Secretary          Robert M. Carter, President

                                     LENDER


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



                                       3

EX-10.16(A)

                                EXHIBIT 10.16(a)










                                      NOTE

$1,000,000.00                                               Knoxville, Tennessee
                                                            August 16, 2000


       FOR VALUE RECEIVED, Tengasco Pipeline Corporation, a Tennessee
corporation ("Borrower"), hereby promises to pay to the order of Edward W. T.
Gray, III with an address at 3 New Street, Remsenburg, New York 11960 (the
"Lender"), the principal sum of $1,000,000.00 payable in accordance with the
provisions of that certain Loan Agreement dated August 16, 2000 between the
Borrower and the Lender and the other Lenders party thereto (as it may hereafter
be amended, restated, modified or supplemented from time to time, the "Loan
Agreement"). All capitalized terms used herein shall, unless otherwise defined
herein, have the same meanings given to such terms in the Loan Agreement.

       The Borrower shall pay interest on the unpaid principal balance hereof at
the rate of 10.75% per annum. Interest shall accrue on date of funding by Lender
as to each of the respective scheduled payments in the Loan Agreement. The
Maturity Date shall be August 15, 2005. All sums due hereunder shall be paid by
the Maturity Date. Borrower shall pay the indebtedness due hereunder in monthly
installments beginning March 15, 2001 and continuing monthly thereafter in 54
equal monthly installments of principal and interest. Borrower may prepay the
indebtedness due hereunder in whole or in part at any time.

       Upon the occurrence and during the continuation of an Event of Default,
Lender shall have the right to accelerate payment of the entire unpaid principal
and accrued interest due hereunder. Such interest rate will accrue before and
after any judgment has been entered. All payments of both principal and interest
shall be made without setoff, counterclaim or other deduction of any nature to
the Lender as provided int he Loan Agreement, in lawful money of the United
States of America in immediately available funds. Except as otherwise provided
in the Loan Agreement, the Borrower waives presentment, demand, notice, protest
and all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note and the Loan Agreement.

       The entire principal amount due hereunder shall be paid on the Maturity
Date or earlier acceleration or repayment hereof. If any payment or action to be
made or taken hereunder shall be stated to be or become due on a day which is
not a Business Day, such payment or action shall be made or taken on the next
following Business Day and such extension of time shall be included in computing
interest or fees, if any, in connection with such payment or action.

       This Note is a Note referred to in, and is entitled to the benefits of,
the Loan Agreement and other Loan documents, including the representations,
warranties,






covenants, conditions, security interests or liens contained or granted therein.
The Loan Agreement, among other things, contains provisions for prepayment in
full or in part and for acceleration of the maturity hereof upon the happening
of certain stated events prior to maturity upon the terms and conditions therein
specified.

       This Note shall bind the Borrower and its successors and assigns, and the
benefits hereof shall inure to the benefit of the Lender and its successors and
assigns. All references herein to the "Borrower" and the "Lender" shall be
deemed to apply to the Borrower and the Lender, respectively, and their
respective successors and assigns.

       This Note and any other documents delivered in connection herewith and
the rights and obligations of the parties hereto and thereto shall for all
purposes be governed by and construed and enforced in accordance with the
internal laws of the State of Tennessee without giving effect to its conflicts
of law principles.

       IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has executed this Note as of the date first written above.


ATTEST:                                 TENGASCO PIPELINE CORPORATION


/s/ Elizabeth A. Wendelken              By: /s/ Robert M. Carter
- -------------------------------------       -----------------------------------
 Elizabeth A. Wendelken, Secretary            Robert M. Carter, President


[Corporate Seal]




                                       2

EX-10.16(B)

                                EXHIBIT 10.16(b)








                              THROUGHPUT AGREEMENT

       This Throughput Agreement is being executed and entered into by Tengasco
Pipeline Corporation ("TPC"), and Edward W. T. Gray, III ("Gray") this 16 day of
August, 2000.

       Pursuant to that certain Loan Agreement between TPC and Edward W. T.
Gray, III dated as of August 16, 2000, and related documents as the same may be
amended from time to time ("Loan Agreement"), Gray and other similarly situated
persons are making available to TPC, a wholly owned subsidiary of Tengasco,
Inc., a loan in the aggregate principal amount of 5.6 million dollars, a portion
of which is being loaned by Gray and that portion being referred to herein as
the "Loan," to provide financing for the construction of TPC's Swan
Creek-Kingsport natural gas pipeline ("Pipeline"). As an additional
consideration for Gray's agreement to make the Loan to TPC, TPC has agreed that
Gray shall be entitled to participate in the revenue associated with the
operation of the Pipeline to the extent described in this Agreement.

       NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged
hereby, TPC agrees as follows:

       Throughput Revenue Participation. Effective as of the commencement of
operations by the Pipeline, and each month thereafter until the Loan is paid in
full, TPC shall be liable for the payment to Gray of Gray's Proportional Part of
a total Throughput Fee of ten cents ($0.10) per MMBtu of natural gas delivered
through the Pipeline. The Proportional Part of the total ten-cent Throughput Fee
that Gray entitled to receive under this Agreement is that portion of the
ten-cent fee equal to the ratio of the Loan being made by Gray to the total of
all amounts loaned to TPC for this pipeline financing, currently $5.6.million.
The volumes delivered through the Pipeline shall be determined on a monthly
basis and shall equal the sum of all volumes delivered at delivery points on the
pipeline, net of line losses and fuel.

       Default. In the event of any failure by TPC to perform, or cause the
performance of, any of its obligations under this Agreement, in addition to any
and all other remedies available to Gray under this Agreement, the failure will
constitute an Event of Default under the Loan Agreement.

       Enforcement Action. In the event Gray is required to take legal action
against TPC to enforce their right to any payments due under this Agreement or
to enforce the performance by TPC of any other obligations under this Agreement,
Gray shall be entitled to recover from TPC all of the costs and expenses of such
legal action including without limitation attorneys fees and court costs.

       Term. Unless earlier terminated by Gray in its sole discretion, this
Agreement shall continue in full force and effect for so long as the Loan
remains unpaid. When at any time the Loan is paid, this Agreement shall
terminate without any further action by TPC or by Gray and Gray shall release
all liens upon the Pipeline in accordance with the Loan Agreement.






       Notices and Payments. Unless changed by written notice, all payments,
volume information, notices or other communications to Gray shall be sent to the
following address:

             3 New Street
             Remsenburg, NY 11960

       Miscellaneous.

       (a) Successors. The provisions of this Agreement shall be binding upon
       and shall inure to the benefit of the parties hereto and their respective
       legal representatives, successors, and assigns. Gray may not assign this
       Agreement without written consent of TPC, which consent may not be
       unreasonably withheld.

       (b) Rights Cumulative; No Waiver. The rights granted Gray under this
       Agreement or the Loan Agreement or allowed by law or equity shall be
       cumulative and may be exercised at any time and from time to time. No
       failure on the part of Gray to exercise, and no delay in exercising, any
       right shall be construed or deemed to be a waiver thereof, nor shall any
       single or partial exercise by Gray of any right preclude any other future
       exercise thereof or the exercise of any other right.

       (c) Severance. If any provision of this Agreement or any application of
       any provision shall have been declared invalid, illegal or unenforceable
       by any court or agency of competent jurisdiction, such declaration shall
       not affect or impair the validity, legality and enforceability of any
       other provisions of this Agreement or of the Loan Agreement or any other
       application of such provisions.

       (d) Amendment. This Agreement may not be amended, modified or changed,
       nor shall any waiver of any provision hereof be effective, except by an
       instrument in writing signed by the party against whom enforcement of the
       amendment, modification, change, or waiver is sought.

       (e) Choice of Law. This Agreement shall be governed by and construed in
       accordance with the laws of the State of Tennessee.

       (f) Interpretation. All terms not otherwise defined in this Agreement
       shall have the meanings ascribed to them in the Loan Agreement.

       (g) Counterparts. This document may be executed in counterparts, all of
       which executed counterparts shall together constitute a single document.
       Signature and acknowledgment pages may be detached from the counterparts
       and attached to a single copy of this document to physically form one
       document.



                                       2





       IN WITNESS WHERE0F, Gray and TPC have executed this Agreement as of the
       day and year first above written.

                                         TENGASCO PIPELINE CORPORATION

                                         BY: /s/ Robert M. Carter
                                            ------------------------------------
                                               Robert M. Carter, President


                                        /s/ Edward W. P. Gray
                                        ----------------------------------------
                                        Edward W. P. Gray



                                       3

EX-10.17

                                 EXHIBIT 10.17









                                 LOAN AGREEMENT

       LOAN AGREEMENT, dated August 16, 2000 between Tengasco Pipeline
Corporation, a Tennessee corporation, ("Borrower"), and M. E. Ratliff
("Lender").

                                   WITNESSETH:

       WHEREAS, the Borrower has requested that the Lender make the loan (as
hereinafter defined) and the Lender has agreed to make the Loan on and subject
to the terms and conditions hereof;

       NOW, THEREFORE, each of the parties hereto, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
hereby agree as follows:

                               AGREEMENT:

1.     Subject to the terms and conditions hereof, the Lender hereby agrees to
       make a loan (the "Loan") to the Borrower in the amount of $2,000,000 to
       be made available as follows: $250,000 on August 16, 2000 and the
       remainder to be made available as follows: $250,000 on August 31, 2000
       and $1.5 million on November 15, 2000.

2.     The Borrower hereby unconditionally promises to pay to the Lender the
       full outstanding principal amount of the Loan, together with all unpaid
       interest thereon and all other outstanding unpaid amounts owing to the
       Lender under or in connection with the Loan Documents, on or before
       August 16, 2005. The Borrower hereby agrees to pay interest on the unpaid
       principal amount of the Loan at the rate of 10.75% payable monthly with
       the first payment due on March 16, 2001. The Loan shall be evidenced by a
       Note in the form attached hereto.

3.     As part consideration for making the Loan, Borrower will pay Lender a
       throughput fee in accordance with the form of Throughput Agreement
       attached hereto, while the Loan is outstanding.

4.     The principal of the Note may be prepaid, in whole or in part, at any
       time.

5.     If all or a portion of any interest payment shall not be paid when due,
       such overdue amount shall, to the fullest extent permitted by law, bear
       interest at a rate of 10.75% per annum.







6.     All payments to be made by the Borrower to the Lender at the following
       address:

                          603 Main Avenue, Suite 500
                          Knoxville, TN 37902

       or such other address as the Lender may from time to time designate.

7.     The Loan is secured by a first lien upon all the pipeline properties,
       rights of way, and facilities owned by Borrower and to be constructed
       with the proceeds of the Loan.

8.     In the event the Borrower fails to pay any principal of or interest on
       the Loan when due and payment, or application is made by the Borrower for
       the appointment of a receiver, trustee or custodian for any of the
       Borrower's assets; or a petition under any section or chapter of the
       federal Bankruptcy Code or any similar law shall be filed by the
       Borrower; or the Borrower makes an assignment for the benefit of its
       creditors or any case or proceeding is filed by the Borrower for its
       dissolution, liquidation or termination and the Borrower shall fail to
       sure such default within ten (10) days of the receipt of written notice
       from the Lender, the balance due under the Note may, at the option of the
       Lender be declared, and immediately shall become, due and payable.

9.     The Borrower agrees unconditionally upon demand to pay or reimburse the
       Lender for all reasonable out-of-pocket costs, expenses and
       disbursements, including but not limited to fees and expenses of counsel,
       incurred by Lender in connection with the enforcement of this Agreement.

10.    No course of dealing and no delay or failure of the Lender in exercising
       any right, power, remedy or privilege under this Agreement shall affect
       any other or future exercise thereof or operate as a waiver thereof.

11.    This Agreement and the other Loan Documents shall be binding upon and
       inure to the benefit of the successors and assigns of the Borrower and
       the Lender.

12.    Except as otherwise expressly provided for in this Agreement, the
       Borrower waives presentment, demand and protest and notice of
       presentment, protest, default, nonpayment, maturity, release, compromise,
       settlement, extension or renewal of any and all commercial paper,
       accounts, contract rights, documents, instruments, chattel paper and
       guarantees at any time held by the Lender on which the Borrower may in
       any way be liable and hereby ratifies and confirms whatever the Lender
       may do in this regard; and (ii) the benefit of all valuation,
       appraisement and exemption laws.

13.    Except as otherwise provided herein, any notice or other written
       communication required hereunder shall be in writing, and shall be deemed
       to have been validly served, given or delivered (i) upon deposit in the
       United States mail, with proper



                                        2





       postage prepaid, (ii) by hand delivery, (iii) by overnight express mail
       courier, or (iv) by telecopier, and addressed to the party to be notified
       at the address set forth below or to such other address as each party may
       designate for itself in writing by like notice.

             To the Lender:

                   603 Main Avenue, Suite 500
                   Knoxville, TN 37902

       To the Borrower:

                   Tengasco Pipeline Corporation
                   603 Main Avenue, Suite 500
                   Knoxville, TN 37902
                   Facsimile: (865) 523-9894

14.    This Agreement represents the entire agreement between the parties and
       may not be amended, modified or changed, except by a writing executed by
       both parties.

15.    This Agreement may be executed in counterparts.

       IN WITNESS WHEREOF, and intending to be legally bound hereby, this
Agreement has been duly signed, sealed and delivered by the undersigned as of
the day and year specified at the beginning hereof.

ATTEST:                              BORROWER
                                     TENGASCO PIPELINE CORPORATION


/s/ Elizabeth A. Wendelken           By: /s/ Robert M. Carter
- ---------------------------------       --------------------------------------
Elizabeth A. Wendelken, Secretary         Robert M. Carter, President

                                     LENDER

                                     /s/ M. E. Ratliff
                                     -----------------------------------------
                                           M. E. Ratliff


                                       3

EX-10.17(A)

                                EXHIBIT 10.17(a)





                                      NOTE

$2,000,000.00                                               Knoxville, Tennessee
                                                            August 16, 2000


       FOR VALUE RECEIVED, Tengasco Pipeline Corporation, a Tennessee
corporation ("Borrower"), hereby promises to pay to the order of M. E. Ratliff
with an address at 603 Main Avenue, Suite 500, Knoxville, TN 37902, (the
"Lender"), the principal sum of $2,000,000 payable in accordance with the
provisions of that certain Loan Agreement dated August 16, 2000 between the
Borrower and the Lender and the other Lenders party thereto (as it may hereafter
be amended, restated, modified or supplemented from time to time, the "Loan
Agreement"). All capitalized terms used herein shall, unless otherwise defined
herein, have the same meanings given to such terms in the Loan Agreement.

       The Borrower shall pay interest on the unpaid principal balance hereof at
the rate of 10.75% per annum. Interest shall accrue on date of funding by Lender
as to each of the respective scheduled payments in the Loan Agreement. The
Maturity Date shall be August 15, 2005. All sums due hereunder shall be paid by
the Maturity Date. Borrower shall pay the indebtedness due hereunder in monthly
installments beginning March 15, 2001 and continuing monthly thereafter in 54
equal monthly installments of principal and interest. Borrower may prepay the
indebtedness due hereunder in whole or in part at any time.

       Upon the occurrence and during the continuation of an Event of Default,
Lender shall have the right to accelerate payment of the entire unpaid principal
and accrued interest due hereunder. Such interest rate will accrue before and
after any judgment has been entered. All payments of both principal and interest
shall be made without setoff, counterclaim or other deduction of any nature to
the Lender as provided int he Loan Agreement, in lawful money of the United
States of America in immediately available funds. Except as otherwise provided
in the Loan Agreement, the Borrower waives presentment, demand, notice, protest
and all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note and the Loan Agreement.

       The entire principal amount due hereunder shall be paid on the Maturity
Date or earlier acceleration or repayment hereof. If any payment or action to be
made or taken hereunder shall be stated to be or become due on a day which is
not a Business Day, such payment or action shall be made or taken on the next
following Business Day and such extension of time shall be included in computing
interest or fees, if any, in connection with such payment or action.

       This Note is a Note referred to in, and is entitled to the benefits of,
the Loan Agreement and other Loan documents, including the representations,
warranties,







covenants, conditions, security interests or liens contained or granted therein.
The Loan Agreement, among other things, contains provisions for prepayment in
full or in part and for acceleration of the maturity hereof upon the happening
of certain stated events prior to maturity upon the terms and conditions therein
specified.

       This Note shall bind the Borrower and its successors and assigns, and the
benefits hereof shall inure to the benefit of the Lender and its successors and
assigns. All references herein to the "Borrower" and the "Lender" shall be
deemed to apply to the Borrower and the Lender, respectively, and their
respective successors and assigns.

       This Note and any other documents delivered in connection herewith and
the rights and obligations of the parties hereto and thereto shall for all
purposes be governed by and construed and enforced in accordance with the
internal laws of the State of Tennessee without giving effect to its conflicts
of law principles.

       IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has executed this Note as of the date first written above.

ATTEST:                                   TENGASCO PIPELINE CORPORATION

/s/ Elizabeth A. Wendelken             By: /s/ Robert M. Carter
- ---------------------------------         --------------------------------------
Elizabeth A. Wendelken, Secretary         Robert M. Carter, President


[Corporate Seal]




                                       2

EX-10.17(B)

                                EXHIBIT 10.17(b)









                              THROUGHPUT AGREEMENT

       This Throughput Agreement is being executed and entered into by Tengasco
Pipeline Corporation ("TPC"), and M. E. Ratliff ("Ratliff") this 16th day of
August, 2000.

       Pursuant to that certain Loan Agreement between TPC and Ratliff dated as
of August 16, 2000, and related documents as the same may be amended from time
to time ("Loan Agreement"), Ratliff and other similarly situated persons are
making available to TPC, a wholly owned subsidiary of Tengasco, Inc., a loan in
the aggregate principal amount of 5.6 million dollars, a portion of which is
being loaned by Ratliff and that portion being referred to herein as the "Loan,"
to provide financing for the construction of TPC's Swan Creek-Kingsport natural
gas pipeline ("Pipeline"). As an additional consideration for Ratliff's
agreement to make the Loan to TPC, TPC has agreed that Ratliff shall be entitled
to participate in the revenue associated with the operation of the Pipeline to
the extent described in this Agreement.

       NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged
hereby, TPC agrees as follows:

       Throughput Revenue Participation. Effective as of the commencement of
operations by the Pipeline, and each month thereafter until the Loan is paid in
full, TPC shall be liable for the payment to Ratliff of Ratliff's Proportional
Part of a total Throughput Fee of ten cents ($0.10) per MMBtu of natural gas
delivered through the Pipeline. The Proportional Part of the total ten-cent
Throughput Fee that Ratliff is entitled to receive under this Agreement is that
portion of the ten-cent fee equal to the ratio of the Loan being made by Ratliff
to the total of all amounts loaned to TPC for this pipeline financing, currently
$5.6 million. The volumes delivered through the Pipeline shall be determined on
a monthly basis and shall equal the sum of all volumes delivered at delivery
points on the pipeline, net of line losses and fuel.

       Default. In the event of any failure by TPC to perform, or cause the
performance of, any of its obligations under this Agreement, in addition to any
and all other remedies available to Ratliff under this Agreement, the failure
will constitute an Event of Default under the Loan Agreement.

       Enforcement Action. In the event Ratliff is required to take legal action
against TPC to enforce their right to any payments due under this Agreement or
to enforce the performance by TPC of any other obligations under this Agreement,
Ratliff shall be entitled to recover from TPC all of the costs and expenses of
such legal action including without limitation attorneys fees and court costs.

       Term. Unless earlier terminated by Ratliff in its sole discretion, this
Agreement shall continue in full force and effect for so long as the Loan
remains unpaid. When at any time the Loan is paid, this Agreement shall
terminate without any further action by TPC or by Ratliff and Ratliff shall
release all liens upon the Pipeline in accordance with the Loan Agreement.





       Notices and Payments. Unless changed by written notice, all payments,
 volume information, notices or other communications to Ratliff shall be sent to
 the following address:

             M. E. Ratliff
             603 Main Avenue, Suite 500
             Knoxville, TN 37902

       Miscellaneous.

       (a) Successors. The provisions of this Agreement shall be binding upon
       and shall inure to the benefit of the parties hereto and their respective
       legal representatives, successors, and assigns. Ratliff may not assign
       this Agreement without written consent of TPC, which consent may not be
       unreasonably withheld.

       (b) Rights Cumulative; No Waiver: The rights granted Ratliff under this
       Agreement or the Loan Agreement or allowed by law or equity shall be
       cumulative and may be exercised at any time and from time to time. No
       failure on the part of Ratliff to exercise, and no delay in exercising,
       any right shall be construed or deemed to be a waiver thereof, nor shall
       any single or partial exercise by Ratliff of any right preclude any other
       future exercise thereof or the exercise of any other right.

       (c) Severance. If any provision of this Agreement or any application of
       any provision shall have been declared invalid, illegal or unenforceable
       by any court or agency of competent jurisdiction, such declaration shall
       not affect or impair the validity, legality and enforceability of any
       other provisions of this Agreement or of the Loan Agreement or any other
       application of such provisions.

       (d) Amendment. This Agreement may not be amended, modified or changed,
       nor shall any waiver of any provision hereof be effective, except by an
       instrument in writing signed by the party against whom enforcement of the
       amendment, modification, change, or waiver is sought.

       (e) Choice of Law. This Agreement shall be governed by and construed in
       accordance with the laws of the State of Tennessee.

       (f) Interpretation. All terms not otherwise defined in this Agreement
       shall have the meanings ascribed to them in the Loan Agreement.

       (g) Counterparts. This document may be executed in counterparts, all of
       which executed counterparts shall together constitute a single document.
       Signature and acknowledgment pages may be detached from the counterparts
       and attached to a single copy of this document to physically form one
       document.



                                        2






       IN WITNESS WHEREOF, Ratliff and TPC have executed this agreement as of
the day and year first above written.

                                     TENGASCO PIPELINE CORPORATION


                                     BY: /s/ Robert M. Carter
                                        --------------------------------------
                                           Robert M. Carter, President

                                      /s/  M. E. Ratliff
                                     -----------------------------------------
                                           M. E. Ratliff



                                       3

EX-10.18

                                 EXHIBIT 10.18








                                 LOAN AGREEMENT

       LOAN AGREEMENT, dated August 16, 2000 between Tengasco Pipeline
Corporation, a Tennessee corporation, ("Borrower"), and Charles F. Smithers, Jr.
("Lender").

                                   WITNESSETH:

       WHEREAS, the Borrower has requested that the Lender make the loan (as
 hereinafter defined) and the Lender has agreed to make the Loan on and subject
 to the terms and conditions hereof;

       NOW, THEREFORE, each of the parties hereto, for good and valuable
 consideration, the receipt and sufficiency of which is hereby acknowledged,
 hereby agree as follows:


                                   AGREEMENT:

1.     Subject to the terms and conditions hereof, the Lender hereby agrees to
       make a loan (the "Loan") to the Borrower in the amount of $100,000 to be
       made available as follows: $100,000 on August 16, 2000.

2.     The Borrower hereby unconditionally promises to pay to the Lender the
       full outstanding principal amount of the Loan, together with all unpaid
       interest thereon and all other outstanding unpaid amounts owing to the
       Lender under or in connection with the Loan Documents, on or before
       August 16, 2005. The Borrower hereby agrees to pay interest on the unpaid
       principal amount of the Loan at the rate of 10.75% payable monthly with
       the first payment due on March 16, 2001. The Loan shall be evidenced by a
       Note in the form attached hereto.

3.     As part consideration for making the Loan, Borrower will pay Lender a
       throughput fee in accordance with the form of Throughput Agreement
       attached hereto, while the Loan is outstanding.

4.     The principal of the Note may be prepaid, in whole or in part, at any
       time.

5.     If all or a portion of any interest payment shall not be paid when due,
       such overdue amount shall, to the fullest extent permitted by law, bear
       interest at a rate of 10.75% per annum.






6.     All payments to be made by the Borrower to the Lender at the following
       address:

                         200 Park Avenue, 11th Floor
                         New York, NY 10166-0003

       or such other address as the Lender may from time to time designate.

7.     The Loan is secured by a first lien upon all the pipeline properties,
       rights of way, and facilities owned by Borrower and to be constructed
       with the proceeds of the Loan.

8.     In the event the Borrower fails to pay any principal of or interest on
       the Loan when due and payment, or application is made by the Borrower for
       the appointment of a receiver, trustee or custodian for any of the
       Borrower's assets; or a petition under any section or chapter of the
       federal Bankruptcy Code or any similar law shall be filed by the
       Borrower; or the Borrower makes an assignment for the benefit of its
       creditors or any case or proceeding is filed by the Borrower for its
       dissolution, liquidation or termination and the Borrower shall fail to
       sure such default within ten (10) days of the receipt of written notice
       from the Lender, the balance due under the Note may, at the option of the
       Lender be declared, and immediately shall become, due and payable.

9.     The Borrower agrees unconditionally upon demand to pay or reimburse the
       Lender for all reasonable out-of-pocket costs, expenses and
       disbursements, including but not limited to fees and expenses of counsel,
       incurred by Lender in connection with the enforcement of this Agreement.

10.    No course of dealing and no delay or failure of the Lender in exercising
       any right, power, remedy or privilege under this Agreement shall affect
       any other or future exercise thereof or operate as a waiver thereof.

11.    This Agreement and the other Loan Documents shall be binding upon and
       inure to the benefit of the successors and assigns of the Borrower and
       the Lender.

12.    Except as otherwise expressly provided for in this Agreement, the
       Borrower waives presentment, demand and protest and notice of
       presentment, protest, default, nonpayment, maturity, release, compromise,
       settlement, extension or renewal of any and all commercial paper,
       accounts, contract rights, documents, instruments, chattel paper and
       guarantees at any time held by the Lender on which the Borrower may in
       any way be liable and hereby ratifies and confirms whatever the Lender
       may do in this regard; and (ii) the benefit of all valuation,
       appraisement and exemption laws.

13.    Except as otherwise provided herein, any notice or other written
       communication required hereunder shall be in writing, and shall be deemed
       to have been validly served, given or delivered (i) upon deposit in the
       United States mail, with proper

                                       2






      postage prepaid, (ii) by hand delivery, (iii) by overnight express mail
      courier, or (iv) by telecopier, and addressed to the party to be notified
      at the address set forth below or to such other address as each party may
      designate for itself in writing by like notice.

             To the Lender:

                   200 Park Avenue, 11th Floor
                   New York, NY 10166-0003

      To the Borrower:

                   Tengasco Pipeline Corporation
                   603 Main Avenue, Suite 500
                   Knoxville, TN 37902
                   Facsimile: (865) 523-9894

14.    This Agreement represents the entire agreement between the parties and
       may not be amended, modified or changed, except by a writing executed by
       both parties.

15.    This Agreement may be executed in counterparts.

       IN WITNESS WHEREOF, and intending to be legally bound hereby, this
Agreement has been duly signed, sealed and delivered by the undersigned as of
the day and year specified at the beginning hereof.

ATTEST:                              BORROWER
                                     TENGASCO PIPELINE CORPORATION


/s/ Elizabeth A. Wendelken           By: /s/ Robert M. Carter
- ---------------------------------       --------------------------------------
Elizabeth A. Wendelken, Secretary          Robert M. Carter, President


                                     LENDER

                                       /s/ Charles F. Smithers, Jr.
                                     -----------------------------------------



                                       3

EX-10.18(A)

                                EXHIBIT 10.18(a)









                                     NOTE

 $100,000.00                                               Knoxville, Tennessee
                                                           August 16, 2000

       FOR VALUE RECEIVED, Tengasco Pipeline Corporation, a Tennessee
corporation ("Borrower"), hereby promises to pay to the order of Charles F.
Smithers, Jr., with an address at 200 Park Avenue, 11th Floor, New York, NY
10166 (the "Lender"), the principal sum of $100,000 payable in accordance with
the provisions of that certain Loan Agreement dated August 16, 2000 between the
Borrower and the Lender and the other Lenders party thereto (as it may hereafter
be amended, restated, modified or supplemented from time to time, the "Loan
Agreement"). All capitalized terms used herein shall, unless otherwise defined
herein, have the same meanings given to such terms in the Loan Agreement.

       The Borrower shall pay interest on the unpaid principal balance hereof at
the rate of 10.75% per annum. Interest shall accrue on date of funding by Lender
as to each of the respective scheduled payments in the Loan Agreement. The
Maturity Date shall be August 15, 2005. All sums due hereunder shall be paid by
the Maturity Date. Borrower shall pay the indebtedness due hereunder in monthly
installments beginning March 15, 2001 and continuing monthly thereafter in 54
equal monthly installments of principal and interest. Borrower may prepay the
indebtedness due hereunder in whole or in part at any time.

       Upon the occurrence and during the continuation of an Event of Default,
Lender shall have the right to accelerate payment of the entire unpaid principal
and accrued interest due hereunder. Such interest rate will accrue before and
after any judgment has been entered. All payments of both principal and interest
shall be made without setoff, counterclaim or other deduction of any nature to
the Lender as provided in the Loan Agreement, in lawful money of the United
States of America in immediately available funds. Except as otherwise provided
in the Loan Agreement, the Borrower waives presentment, demand, notice, protest
and all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note and the Loan Agreement.

       The entire principal amount due hereunder shall be paid on the Maturity
Date or earlier acceleration or repayment hereof. If any payment or action to be
made or taken hereunder shall be stated to be or become due on a day which is
not a Business Day, such payment or action shall be made or taken on the next
following Business Day and such extension of time shall be included in computing
interest or fees, if any, in connection with such payment or action.

       This Note is a Note referred to in, and is entitled to the benefits of,
the Loan Agreement and other Loan documents, including the representations,
warranties,







covenants, conditions, security interests or liens contained or granted therein.
The Loan Agreement, among other things, contains provisions for prepayment in
full or in part and for acceleration of the maturity hereof upon the happening
of certain stated events prior to maturity upon the terms and conditions therein
specified.

       This Note shall bind the Borrower and its successors and assigns, and the
benefits hereof shall inure to the benefit of the Lender and its successors and
assigns. All references herein to the "Borrowed" and the "Lender" shall be
deemed to apply to the Borrower and the Lender, respectively, and their
respective successors and assigns.

       This Note and any other documents delivered in connection herewith and
the rights and obligations of the parties hereto and thereto shall for all
purposes be governed by and construed and enforced in accordance with the
internal laws of the State of Tennessee without giving effect to its conflicts
of law principles.

       IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has executed this Note as of the date first written above.


ATTEST:                                   TENGASCO PIPELINE CORPORATION

/s/ Elizabeth A. Wendelken            By: /s/ Robert M. Carter
- ---------------------------------         --------------------------------------
Elizabeth A. Wendelken, Secretary         Robert M. Carter, President


[Corporate Seal]


                                       2

EX-10.18(B)

                                EXHIBIT 10.18(b)





                              THROUGHPUT AGREEMENT

       This Throughput Agreement is being executed and entered into by Tengasco
Pipeline Corporation ("TPC"), and Charles F. Smithers, Jr. ("Smithers") this
16 day of August, 2000.

       Pursuant to that certain Loan Agreement between TPC and Smithers dated as
of August 16, 2000, and related documents as the same may be amended from time
to time ("Loan Agreement"), Smithers and other similarly situated persons are
making available to TPC, a wholly owned subsidiary of Tengasco, Inc., a loan in
the aggregate principal amount of 5.6 million dollars, a portion of which is
being loaned by Smithers and that portion being referred to herein as the
"Loan," to provide financing for the construction of TPC's Swan Creek-Kingsport
natural gas pipeline ("Pipeline"). As an additional consideration for Smithers's
agreement to make the Loan to TPC, TPC has agreed that Smithers shall be
entitled to participate in the revenue associated with the operation of the
Pipeline to the extent described in this Agreement.

       NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged
hereby, TPC agrees as follows:

       Throughput Revenue Participation. Effective as of the commencement of
operations by the Pipeline, and each month thereafter until the Loan is paid in
full, TPC shall be liable for the payment to Smithers of Smithers's Proportional
Part of a total Throughput Fee of ten cents ($0.10) per MMBtu of natural gas
delivered through the Pipeline. The Proportional Part of the total ten-cent
Throughput Fee that Smithers is entitled to receive under this Agreement is that
portion of the ten-cent fee equal to the ratio of the Loan being made by
Smithers to the total of all amounts loaned to TPC for this pipeline financing,
currently $5.6 million. The volumes delivered through the Pipeline shall be
determined on a monthly basis and shall equal the sum of all volumes delivered
at delivery points on the pipeline, net of line losses and fuel.

       Default. In the event of any failure by TPC to perform, or cause the
performance of, any of its obligations under this Agreement, in addition to any
and all other remedies available to Smithers under this Agreement, the failure
will constitute an Event of Default under the Loan Agreement.

       Enforcement Action. In the event Smithers is required to take legal
action against TPC to enforce their right to any payments due under this
Agreement or to enforce the performance by TPC of any other obligations under
this Agreement, Smithers shall be entitled to recover from TPC all of the costs
and expenses of such legal action including without limitation attorneys fees
and court costs.

       Term. Unless earlier terminated by Smithers in its sole discretion, this
Agreement shall continue in full force and effect for so long as the Loan
remains unpaid. When at any time the Loan is paid, this Agreement shall
terminate without any further action by TPC or by Smithers and Smithers shall
release all liens upon the Pipeline in accordance with the Loan Agreement.





       Notices and Payments. Unless changed by written notice, all payments,
volume information, notices or other communications to Smithers shall be sent to
the following address:

             Charles F. Smithers, Jr.
             200 Park Avenue, 11th Floor
             New York, NY 10166-0003

             Miscellaneous.

       (a) Successors. The provisions of this Agreement shall be binding upon
       and shall inure to the benefit of the parties hereto and their respective
       legal representatives, successors, and assigns. Smithers may not assign
       this Agreement without written consent of TPC, which consent may not be
       unreasonably withheld.

       (b) Rights Cumulative; No Waiver. The rights granted Smithers under this
       Agreement or the Loan Agreement or allowed by law or equity shall be
       cumulative and may be exercised at any time and from time to time. No
       failure on the part of Smithers to exercise, and no delay in exercising,
       any right shall be construed or deemed to be a waiver thereof, nor shall
       any single or partial exercise by Smithers of any right preclude any
       other future exercise thereof or the exercise of any other right.

       (c) Severance. If any provision of this Agreement or any application of
       any provision shall have been declared invalid, illegal or unenforceable
       by any court or agency of competent jurisdiction, such declaration shall
       not affect or impair the validity, legality and enforceability of any
       other provisions of this Agreement or of the Loan Agreement or any other
       application of such provisions.

       (d) Amendment. This Agreement may not be amended, modified or changed,
       nor shall any waiver of any provision hereof be effective, except by an
       instrument in writing signed by the party against whom enforcement of the
       amendment, modification, change, or waiver is sought.

       (e) Choice of Law. This Agreement shall be governed by and construed in
       accordance with the laws of the State of Tennessee.

       (f) Interpretation. All terms not otherwise defined in this Agreement
       shall have the meanings ascribed to them in the Loan Agreement.

       (g) Counterparts. This document may be executed in counterparts, all of
       which executed counterparts shall together constitute a single document.
       Signature and acknowledgment pages may be detached from the counterparts
       and attached to a single copy of this document to physically form one
       document.



                                       2




      IN WITNESS WHEREOF, Smithers and TPC have executed this agreement as of
the day and year first above written.

                                     TENGASCO PIPELINE CORPORATION


                                     BY: /s/ Robert M. Carter
                                        --------------------------------------
                                           Robert M. Carter, President


                                         /s/ Charles F. Smithers, Jr.
                                        --------------------------------------
                                           Charles F. Smithers, Jr.




                                       3

EX-10.19

                                 EXHIBIT 10.19







                                 LOAN AGREEMENT

       LOAN AGREEMENT, dated August 16, 2000 between Tengasco Pipeline
Corporation, a Tennessee corporation, ("Borrower"), and Nick Nishiwaki
("Lender").

                                   WITNESSETH:

       WHEREAS, the Borrower has requested that the Lender make the loan (as
hereinafter defined) and the Lender has agreed to make the Loan on and subject
to the terms and conditions hereof;

       NOW, THEREFORE, each of the parties hereto, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
hereby agree as follows:

                                   AGREEMENT:

1.     Subject to the terms and conditions hereof, the Lender hereby agrees to
       make a loan (the "Loan") to the Borrower in the amount of $2,000,000 to
       be made available as follows: $300,000 on August 16, 2000 and the
       remainder to be made available as follows: $1.7 million on September 7,
       2000.

2.     The Borrower hereby unconditionally promises to pay to the Lender the
       full outstanding principal amount of the Loan, together with all unpaid
       interest thereon and all other outstanding unpaid amounts owing to the
       Lender under or in connection with the Loan Documents, on or before
       August 16, 2005. The Borrower hereby agrees to pay interest on the unpaid
       principal amount of the Loan at the rate of 10.75% payable monthly with
       the first payment due on March 16, 2001. The Loan shall be evidenced by a
       Note in the form attached hereto.

3.     As part consideration for making the Loan, Borrower will pay Lender a
       throughput fee in accordance with the form of Throughput Agreement
       attached hereto, while the Loan is outstanding.

4.     The principal of the Note may be prepaid, in whole or in part, at any
       time.

5.     If all or a portion of any interest payment shall not be paid when due,
       such overdue amount shall, to the fullest extent permitted by law, bear
       interest at a rate of 10.75% per annum.





6.     All payments to be made by the Borrower to the Lender at the following
       address:

                         50 E. Hartsdale Avenue, #8F
                         Hartsdale, NY 10530

       or such other address as the Lender may from time to time designate.

7.     The Loan is secured by a first lien upon all the pipeline properties,
       rights of way, and facilities owned by Borrower and to be constructed
       with the proceeds of the Loan.

8.     In the event the Borrower fails to pay any principal of or interest on
       the Loan when due and payment, or application is made by the Borrower for
       the appointment of a receiver, trustee or custodian for any of the
       Borrower's assets; or a petition under any section or chapter of the
       federal Bankruptcy Code or any similar law shall be filed by the
       Borrower; or the Borrower makes an assignment for the benefit of its
       creditors or any case or proceeding is filed by the Borrower for its
       dissolution, liquidation or termination and the Borrower shall fail to
       sure such default within ten (10) days of the receipt of written notice
       from the Lender, the balance due under the Note may, at the option of the
       Lender be declared, and immediately shall become, due and payable.

9.     The Borrower agrees unconditionally upon demand to pay or reimburse the
       Lender for ail reasonable out-of-pocket costs, expenses and
       disbursements, including but not limited to fees and expenses of counsel,
       incurred by Lender in connection with the enforcement of this Agreement.

10.    No course of dealing and no delay or failure of the Lender in exercising
       any right, power, remedy or privilege under this Agreement shall affect
       any other or future exercise thereof or operate as a waiver thereof.

11.    This Agreement and the other Loan Documents shall be binding upon and
       inure to the benefit of the successors and assigns of the Borrower and
       the Lender.

12.    Except as otherwise expressly provided for in this Agreement, the
       Borrower waives presentment, demand and protest and notice of
       presentment, protest, default, nonpayment, maturity, release, compromise,
       settlement, extension or renewal of any and all commercial paper,
       accounts, contract rights, documents, instruments, chattel paper and
       guarantees at any time held by the Lender on which the Borrower may in
       any way be liable and hereby ratifies and confirms whatever the Lender
       may do in this regard; and (ii) the benefit of all valuation,
       appraisement and exemption laws.

13.    Except as otherwise provided herein, any notice or other written
       communication required hereunder shall be in writing, and shall be deemed
       to have been validly served, given or delivered (i) upon deposit in the
       United States mail, with proper




                                        2




       postage prepaid, (ii) by hand delivery, (iii) by overnight express mail
       courier, or (iv) by telecopier, and addressed to the party to be notified
       at the address set forth below or to such other address as each party may
       designate for itself in writing by like notice.

             To the Lender:

                   50 E. Hartsdale Avenue, #8F
                   Hartsdale, NY 10530

       To the Borrower:

                   Tengasco Pipeline Corporation
                   603 Main Avenue, Suite 500
                   Knoxville, TN 37902
                   Facsimile: (865) 523-9894

14.    This Agreement represents the entire agreement between the parties and
       may not be amended, modified or changed, except by a writing executed by
       both parties.

15.    This Agreement may be executed in counterparts.

       IN WITNESS WHEREOF, and intending to be legally bound hereby, this
 Agreement has been duly signed, sealed and delivered by the undersigned as of
 the day and year specified at the beginning hereof.

ATTEST:                              BORROWER
                                     TENGASCO PIPELINE CORPORATION


/s/ Elizabeth A. Wendelken           By: /s/ Robert M. Carter
- ---------------------------------       --------------------------------------
Elizabeth A. Wendelken, Secretary          Robert M. Carter, President


                                     LENDER

                                     /s/ Nick Nishiwaki
                                     -----------------------------------------
                                     Nick Nishiwaki




                                       3

EX-10.19(A)

                                EXHIBIT 10.19(a)








                                     NOTE

$2,000,000.00                                               Knoxville, Tennessee
                                                            August 16, 2000


       FOR VALUE RECEIVED, Tengasco Pipeline Corporation, a Tennessee
corporation ("Borrower"), hereby promises to pay to the order of Nick Nishiwaki
with an address at 50 E. Hartsdale Avenue, #8F, Hartsdale, New York 10530, (the
"Lender"), the principal sum of $2,000,000 payable in accordance with the
provisions of that certain Loan Agreement dated August 16, 2000 between the
Borrower and the Lender and the other Lenders party thereto (as it may hereafter
be amended, restated, modified or supplemented from time to time, the "Loan
Agreement"). All capitalized terms used herein shall, unless otherwise defined
herein, have the same meanings given to such terms in the Loan Agreement.

       The Borrower shall pay interest on the unpaid principal balance hereof at
the rate of 10.75% per annum. Interest shall accrue on date of funding by Lender
as to each of the respective scheduled payments in the Loan Agreement. The
Maturity Date shall be August 15, 2005. All sums due hereunder shall be paid by
the Maturity Date. Borrower shall pay the indebtedness due hereunder in monthly
installments beginning March 15, 2001 and continuing monthly thereafter in 54
equal monthly installments of principal and interest. Borrower may prepay the
indebtedness due hereunder in whole or in part at any time.

       Upon the occurrence and during the continuation of an Event of Default,
Lender shall have the right to accelerate payment of the entire unpaid principal
and accrued interest due hereunder. Such interest rate will accrue before and
after any judgment has been entered. All payments of both principal and interest
shall be made without setoff, counterclaim or other deduction of any nature to
the Lender as provided int he Loan Agreement, in lawful money of the United
States of America in immediately available funds. Except as otherwise provided
in the Loan Agreement, the Borrower waives presentment, demand, notice, protest
and all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note and the Loan Agreement.

       The entire principal amount due hereunder shall be paid on the Maturity
 Date or earlier acceleration or repayment hereof. If any payment or action to
 be made or taken hereunder shall be stated to be or become due on a day which
 is not a Business Day, such payment or action shall be made or taken on the
 next following Business Day and such extension of time shall be included in
 computing interest or fees, if any, in connection with such payment or action.

       This Note is a Note referred to in, and is entitled to the benefits of,
 the Loan Agreement and other Loan documents, including the representations,
 warranties,





covenants, conditions, security interests or liens contained or granted therein.
The Loan Agreement, among other things, contains provisions for prepayment in
full or in part and for acceleration of the maturity hereof upon the happening
of certain stated events prior to maturity upon the terms and conditions therein
specified.

       This Note shall bind the Borrower and its successors and assigns, and the
benefits hereof shall inure to the benefit of the Lender and its successors and
assigns. All references herein to the "Borrower" and the "Lender" shall be
deemed to apply to the Borrower and the Lender, respectively, and their
respective successors and assigns.

       This Note and any other documents delivered in connection herewith and
the rights and obligations of the parties hereto and thereto shall for all
purposes be governed by and construed and enforced in accordance with the
internal laws of the State of Tennessee without giving effect to its conflicts
of law principles.

       IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has executed this Note as of the date first written above.

ATTEST:                              TENGASCO PIPELINE CORPORATION



/s/ Elizabeth A. Wendelken           By: /s/ Robert M. Carter
- ---------------------------------       --------------------------------------
Elizabeth A. Wendelken, Secretary          Robert M. Carter, President


[Corporate Seal]




                                       2

EX-10.19(B)

                                EXHIBIT 10.19(b)









                              THROUGHPUT AGREEMENT

       This Throughput Agreement is being executed and entered into by Tengasco
Pipeline Corporation ("TPC"), and Nick Nishiwaki ("Nishiwaki") this 16 day of
August, 2000.

       Pursuant to that certain Loan Agreement between TPC and Nishiwaki dated
as of August 16, 2000, and related documents as the same may be amended from
time to time ("Loan Agreement"), Nishiwaki and other similarly situated persons
are making available to TPC, a wholly owned subsidiary of Tengasco, Inc., a loan
in the aggregate principal amount of 5.6 million dollars, a portion of which is
being loaned by Nishiwaki and that portion being referred to herein as the
"Loan," to provide financing for the construction of TPC's Swan Creek-Kingsport
natural gas pipeline ("Pipeline"). As an additional consideration for
Nishiwaki's agreement to make the Loan to TPC, TPC has agreed that Nishiwaki
shall be entitled to participate in the revenue associated with the operation of
the Pipeline to the extent described in this Agreement.

       NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged
hereby, TPC agrees as follows:

       Throughput Revenue Participation. Effective as of the commencement of
operations by the Pipeline, and each month thereafter until the Loan is paid in
full, TPC shall be liable for the payment to Nishiwaki of Nishiwaki's
Proportional Part of a total Throughput Fee of ten cents ($0.10) per MMBtu of
natural gas delivered through the Pipeline. The Proportional Part of the total
ten-cent Throughput Fee that Nishiwaki is entitled to receive under this
Agreement is that portion of the ten-cent fee equal to the ratio of the Loan
being made by Nishiwaki to the total of all amounts loaned to TPC for this
pipeline financing, currently $5.6 million. The volumes delivered through the
Pipeline shall be determined on a monthly basis and shall equal the sum of all
volumes delivered at delivery points on the pipeline, net of line losses and
fuel.

       Default. In the event of any failure by TPC to perform, or cause the
performance of, any of its obligations under this Agreement, in addition to any
and all other remedies available to Nishiwaki under this Agreement, the failure
will constitute an Event of Default under the Loan Agreement.

       Enforcement Action. In the event Nishiwaki is required to take legal
action against TPC to enforce their right to any payments due under this
Agreement or to enforce the performance by TPC of any other obligations under
this Agreement, Nishiwaki shall be entitled to recover from TPC all of the costs
and expenses of such legal action including without limitation attorneys fees
and court costs.

       Term. Unless earlier terminated by Nishiwaki in its sole discretion, this
Agreement shall continue in full force and effect for so long as the Loan
remains unpaid. When at any time the Loan is paid, this Agreement shall
terminate without any further action by TPC or by Nishiwaki and Nishiwaki shall
release all liens upon the Pipeline in accordance with the Loan Agreement.







       Notices and Payments. Unless changed by written notice, all payments,
volume information, notices or other communications to Nishiwaki shall be sent
to the following address:

             Nick Nishiwaki
             SO E. Hartsdale Avenue, #8F
             Hartsdale, NY 10530

             Miscellaneous.

       (a) Successors. The provisions of this Agreement shall be binding upon
       and shall inure to the benefit of the parties hereto and their respective
       legal representatives, successors, and assigns. Nishiwaki may not assign
       this Agreement without written consent of TPC, which consent may not be
       unreasonably withheld.

       (b) Rights Cumulative; No Waiver. The rights granted Nishiwaki under this
       Agreement or the Loan Agreement or allowed by law or equity shall be
       cumulative and may be exercised at any time and from time to time. No
       failure on the part of Nishiwaki to exercise, and no delay in exercising,
       any right shall be construed or deemed to be a waiver thereof, nor shall
       any single or partial exercise by Nishiwaki of any right preclude any
       other future exercise thereof or the exercise of any other right.

       (c) Severance. If any provision of this Agreement or any application of
       any provision shall have been declared invalid, illegal or unenforceable
       by any court or agency of competent jurisdiction, such declaration shall
       not affect or impair the validity, legality and enforceability of any
       other provisions of this Agreement or of the Loan Agreement or any other
       application of such provisions.

       (d) Amendment. This Agreement may not be amended, modified or changed,
       nor shall any waiver of any provision hereof be effective, except by an
       instrument in writing signed by the party against whom enforcement of the
       amendment, modification, change, or waiver is sought.

       (e) Choice of Law. This Agreement shall be governed by and construed in
       accordance with the laws of the State of Tennessee.

       (f) Interpretation. All terms not otherwise defined in this Agreement
       shall have the meanings ascribed to them in the Loan Agreement.

       (g) Counterparts. This document may be executed in counterparts, all of
       which executed counterparts shall together constitute a single document.
       Signature and acknowledgment pages may be detached from the counterparts
       and attached to a single copy of this document to physically form one
       document.




                                       2





       IN WITNESS WHEREOF, Nishiwaki and TPC have executed this agreement as of
the day and year first above written.

                                     TENGASCO PIPELINE CORPORATION


                                     BY: /s/ Robert M. Carter
                                        --------------------------------------
                                           Robert M. Carter, President


                                         /s/ Nick Nishiwaki
                                     -----------------------------------------
                                           Nick Nishiwaki


                                       3