
                                                                     EXHIBIT J-2


                                    FORM OF
                        NON-UTILITY MONEY POOL AGREEMENT


     This  Non-Utility  Money  Pool  Agreement  (the  "Agreement"),  dated as of
___________,  2000,  is made and  entered  into by and among  SCANA  Corporation
("SCANA"),  a South Carolina  corporation and a registered holding company under
the Public Utility  Holding  Company Act of 1935, as amended (the "Act"),  SCANA
Service Company ("SCANA  Service")  (solely in the role as  administrator of the
money pool), a subsidiary  service company of SCANA, and each of the non-utility
subsidiaries  of SCANA whose name appears on the signature  pages hereof (each a
"Party" and collectively, the "Parties").

                                   WITNESSETH:

     WHEREAS,  the Parties  desire to  establish a Money Pool (the  "Non-Utility
Money Pool") to coordinate and provide for certain of their  short-term cash and
working capital requirements; and

     WHEREAS,  the  non-utility   subsidiaries  that  will  participate  in  the
Non-Utility   Money   Pool   (each  a   "Subsidiary"   and   collectively,   the
"Subsidiaries") will from time to time have need to borrow funds on a short-term
basis, and certain of the Parties will from time to time have funds available to
loan on a short-term basis;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements,
covenants and provisions contained herein, the Parties hereto agree as follows:

                                    ARTICLE I
                          CONTRIBUTIONS AND BORROWINGS

     Section 1.01 Contributions to Non-Utility Money Pool.

     Each Party will determine  each day, on the basis of cash flow  projections
and other relevant factors, in such Party's sole discretion, the amount of funds
it has  available  for  contribution  to the  Non-Utility  Money Pool,  and will
contribute  such funds to the  Non-Utility  Money  Pool.  The  determination  of
whether a Party at any time has surplus funds to lend to the  Non-Utility  Money
Pool or  shall  lend  funds to the  Non-Utility  Money  Pool  will be made by an
appropriate  officer of such Party,  or by a designee  thereof,  on the basis of
cash  flow  projections  and  other  relevant  factors,  in  such  Party's  sole
discretion.  Each Party may withdraw any of its funds at any time upon notice to
SCANA Service as administrative agent of the Non-Utility Money Pool.

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     Section 1.02 Rights to Borrow.

     Subject  to the  provisions  of  Section  1.04(c)  of this  Agreement,  all
short-term borrowing needs of the Parties,  with the exception of SCANA, will be
met by  funds  in the  Non-Utility  Money  Pool to the  extent  such  funds  are
available. Each Party (other than SCANA) shall have the right to make short-term
borrowings  from the  Non-Utility  Money Pool from time to time,  subject to the
availability of funds and the limitations and conditions set forth herein and in
the  applicable  orders of the Securities  and Exchange  Commission.  Each Party
(other than SCANA) may request loans from the  Non-Utility  Money Pool from time
to time  during  the  period  from the  date  hereof  until  this  Agreement  is
terminated  by written  agreement of the Parties;  provided,  however,  that the
aggregate  amount of all loans requested by any Party hereunder shall not exceed
the applicable borrowing limits set forth in applicable orders of the Securities
and Exchange  Commission and other regulatory  authorities,  resolutions of such
Party's Board of Directors or similar  governing  body,  such Party's  governing
corporate  documents,  and agreements  binding upon such Party. No loans through
the Non-  Utility  Money Pool will be made to,  and no  borrowings  through  the
Non-Utility Money Pool will be made by, SCANA.

     Section 1.03 Source of Funds.

     (a) Funds will be  available  through the  Non-Utility  Money Pool from the
following sources for use by the Parties from time to time: (i) surplus funds in
the  treasuries of Parties other than SCANA,  (ii) surplus funds in the treasury
of SCANA,  and (iii)  proceeds  from bank  borrowings by Parties and the sale by
SCANA of commercial  paper  ("External  Sources").  Funds will be made available
from such  sources  in such  order as SCANA  Service,  as  administrator  of the
Non-Utility  Money Pool,  may determine will result in a lower cost of borrowing
to companies  borrowing from the  Non-Utility  Money Pool,  consistent  with the
individual borrowing needs and financial standing of the Parties providing funds
to the Non- Utility Money Pool.

     (b)  Borrowing  Parties will borrow pro rata from each lending Party in the
proportion that the total amount loaned by such lending Party bears to the total
amount then loaned through the Non-Utility Money Pool. On any day when more than
one fund source (e.g.,  surplus  treasury  funds of SCANA and other  Non-Utility
Money Pool participants  ("Internal  Sources") and funds from External Sources),
with different rates of interest,  is used to fund loans through the Non-Utility
Money Pool, each borrowing Party will borrow pro rata from each such fund source
in the  Non-Utility  Money Pool in the same  proportion that the amount of funds
provided  by that fund  source  bears to the total  amount of  short-term  funds
available to the Non-Utility Money Pool.

     Section 1.04 Authorization.

     (a) Each loan shall be  authorized by the lending  Party's chief  financial
officer or treasurer, or by a designee thereof.


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     (b) SCANA Service,  as  administrator  of the Non-Utility  Money Pool, will
provide  each Party with  periodic  activity  and cash  accounting  reports that
include,  among other  things,  reports of cash  activity,  the daily balance of
loans outstanding and the calculation of interest charged.

     (c) All borrowings from the  Non-Utility  Money Pool shall be authorized by
the borrowing  Party's chief  financial  officer or treasurer,  or by a designee
thereof.  No  Party  shall  be  required  to  effect  a  borrowing-through   the
Non-Utility  Money Pool if such Party  determines that it can (and is authorized
to) effect such  borrowing at lower cost directly from banks or through the sale
of its own commercial paper.

     Section 1.05 Interest.

     The daily  outstanding  balance of all loans to any Subsidiary shall accrue
interest as follows:

     (a) If only Internal  Funds comprise the daily  outstanding  balance of all
loans outstanding  during a calendar month, the interest rate applicable to such
daily  balances shall be the rates for high-grade  unsecured  30-day  commercial
paper of major  corporations  sold through  dealers as quoted in The Wall Street
Journal (the "Average Composite").

     (b) If only External  Funds comprise the daily  outstanding  balance of all
loans outstanding  during a calendar month, the interest rate applicable to such
daily  outstanding  balances  shall be the lender's cost for such External Funds
or, if more than one Party had made available  External Funds at any time during
the month, the applicable  interest rate shall be a composite rate, equal to the
weighted  average  of the costs  incurred  by the  respective  Parties  for such
External Funds.

     (c) In cases where the daily outstanding  balances of all loans outstanding
at any time during the month include both Internal Funds and External Funds, the
interest rate applicable to the daily  outstanding  balances for the month shall
be  equal  to the  weighted  average  of (i)  the  cost  of all  Internal  Funds
contributed  by  Parties,  as  determined  pursuant  to Section  1.05(a) of this
Agreement,  and (ii) the cost of all such External Funds, as determined pursuant
to Section 1.05(b) of this Agreement.

     (d) The  interest  rate  applicable  to Loans made by a  Subsidiary  to the
Non-Utility Money Pool under Section 1.01 of this Agreement shall be the Average
Composite as determined pursuant to Section 1.05(a) of this Agreement.

     Section 1.06 Certain Costs.

     The cost of compensating balances and fees paid to banks to maintain credit
lines by Parties  lending  External  Funds to the  Non-Utility  Money Pool shall
initially  be paid by the Party  maintaining  such line. A portion of such costs
shall be retroactively  allocated every month to the Subsidiaries borrowing such
External Funds through the Non-Utility

                                       -3-


<PAGE>



Money Pool in proportion to their  respective  daily  outstanding  borrowings of
such External Funds.

     Section 1.07 Repayment.

     Each Subsidiary  receiving a loan from the Non-Utility Money Pool hereunder
shall  repay the  principal  amount of such  loan,  together  with all  interest
accrued thereon, on demand and in any event within 365 days of the date on which
such loan was made.  All loans made  through the  Non-Utility  Money Pool may be
prepaid by the borrower without premium or penalty.

     Section 1.08 Form of Loans to Subsidiaries.

     Loans to the Subsidiaries  from the Non-Utility Money Pool shall be made as
open-account  advances,  pursuant  to the terms of this  Agreement.  A  separate
promissory note will not be required for each individual transaction. Instead, a
promissory grid note evidencing the terms of the transactions shall be signed by
the Parties to the transaction. Any such note shall: (a) be in substantially the
form filed as Exhibit  J-4 to the Form U-1  Application-Declaration  in File No.
70-9533 of the Commission; (b) be dated as of the date of the initial borrowing;
(c) mature on demand or on a date agreed by the Parties to the transaction,  but
in any event not later than one year after the date of the applicable borrowing;
and (d) be repayable in whole at any time or in part from time to time,  without
premium or penalty.

                                   ARTICLE II
                       OPERATION OF NON-UTILITY MONEY POOL

     Section 2.01 Operation.

     Operation  of the  Non-Utility  Money Pool,  including  record  keeping and
coordination  of loans,  will be handled by SCANA Service under the authority of
the appropriate officers of the Parties.  SCANA Service shall be responsible for
the determination of all applicable  interest rates and charges to be applied to
advances  outstanding  at any time  hereunder,  shall  maintain  records  of all
advances,  interest charges and accruals and interest and principal payments for
purposes  hereof,  and shall prepare  periodic  reports thereof for the Parties.
SCANA Service will administer the Non-Utility  Money Pool on either an "at cost"
basis or, in its sole discretion,  on a different basis.  Separate records shall
be kept by SCANA  Service for the  Non-Utility  Money Pool  established  by this
Agreement and any other money pool administered by SCANA Service.

     Section 2.02 Investment of Surplus Funds in the Non-Utility Money Pool.

     Funds not required for the Non-Utility Money Pool loans (with the exception
of  funds   required  to  satisfy  the   Non-Utility   Money  Pool's   liquidity
requirements) will ordinarily be invested in one or more short-term investments,
including (i) interest-bearing accounts with

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banks; (ii) obligations  issued or guaranteed by the U.S.  government and/or its
agencies  and   instrumentalities,   including   obligations   under  repurchase
agreements;  (iii)  obligations  issued or  guaranteed by any state or political
subdivision thereof, provided that such obligations are rated not less than A by
a nationally recognized rating agency; (iv) commercial paper rated not less than
A-1 by S&P or P-1 by Moody's,  or their  equivalent  by a nationally  recognized
rating agency; (v) money market funds; (vi) bank certificates of deposit;  (vii)
Eurodollar  funds; and (viii) such other investments as are permitted by Section
9(c) of the Act and Rule 40 thereunder.

     Section 2.03 Allocation of Investment Earnings.

     The interest income and other  investment  income earned by the Non-Utility
Money Pool on loans and on investment  of surplus funds will be allocated  among
the Parties in accordance with the proportion each Party's contribution of funds
in the  Non-Utility  Money  Pool  bears  to the  total  amount  of  funds in the
Non-Utility  Money Pool and the cost of any  External  Sources  provided  to the
Non-Utility  Money Pool by such Party.  Interest and other  investment  earnings
will be computed on a daily basis and settled once per month.

     Section 2.04 Event of Default.

     If any  Subsidiary  shall  generally not pay its debts as such debts become
due, or shall  admit in writing its  inability  to pay its debts  generally,  or
shall make a general assignment for the benefit of creditors,  or any proceeding
shall be instituted by or against any Party seeking to adjudicate it bankrupt or
insolvent,  then SCANA Service, on behalf of the Non-Utility Money Pool, may, by
notice to the Subsidiary,  terminate the Non-Utility  Money Pool's commitment to
the Subsidiary  and/or declare the principal amount then outstanding of, and the
accrued  interest on, the loans and all other amounts payable to the Non-Utility
Money  Pool  by the  Subsidiary  hereunder  to be  forthwith  due  and  payable,
whereupon such amounts shall be immediately due and payable without presentment,
demand,  protest  or other  formalities  of any kind,  all of which  are  hereby
expressly waived by each Subsidiary.

                                   ARTICLE III
                                  MISCELLANEOUS

     Section 3.01 Amendments.

     No  amendment  to this  Agreement  shall be  adopted  except  in a  writing
executed by a duly authorized officer of each Party.

     Section 3.02 Legal Responsibility.

     Nothing herein  contained shall render any Party liable for the obligations
of any other Party hereunder and the rights,  obligations and liabilities of the
Parties are several in accordance  with their  respective  obligations,  and not
joint.

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     Section 3.03 Rules for Implementation.

     The Parties may develop a set of guidelines for implementing the provisions
of this  Agreement,  provided that the guidelines are consistent with all of the
provisions of this Agreement.

     Section 3.04 Governing Law.

     This Agreement shall be governed by, and construed in accordance  with, the
laws of the State of South Carolina.

     IN WITNESS WHEREOF,  this Agreement has been duly executed and delivered by
the duly  authorized  officer  of each Party  hereto as of the date first  above
written.

SCANA CORPORATION


By:-----------------------------------
   Name:
   Title:


SCANA SERVICE COMPANY


By:-----------------------------------
   Name:
   Title:


SOUTH CAROLINA PIPELINE CORPORATION


By:-----------------------------------
   Name:
   Title:




                                       -6-


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SCANA ENERGY MARKETING INC.


By:-----------------------------------
   Name:
   Title:


SCANA COMMUNICATIONS, INC.


By:-----------------------------------
   Name:
   Title:


SERVICECARE INC.


By:-----------------------------------
   Name:
   Title:


PRIMESOUTH, INC.


By:-----------------------------------
   Name:
   Title:


SCANA RESOURCES, INC.


By:-----------------------------------
   Name:
   Title:

SCANA DEVELOPMENT CORPORATION


By:-----------------------------------
   Name:
   Title:


                                       -7-

<PAGE>



SCANA PETROLEUM RESOURCES, INC.


By:-----------------------------------
   Name:
   Title:


SCANA ENERGY TRADING, LLC


By:-----------------------------------
   Name:
   Title:

PALMARK, INC.


By:-----------------------------------
   Name:
   Title:

PALMETTO LIME, LLC


By:-----------------------------------
   Name:
   Title:


SONAT PUBLIC SERVICE COMPANY LLC


By:-----------------------------------
   Name:
   Title:


CLEAN ENERGY ENTERPRISES


By:-----------------------------------
   Name:
   Title:


                                       -8-


<PAGE>




CARDINAL PIPELINE COMPANY, LLC


By:-----------------------------------
   Name:
   Title:


PINE NEEDLE LNG COMPANY, LLC


By:-----------------------------------
   Name:
   Title:


PSNC BLUE RIDGE CORPORATION


By:-----------------------------------
   Name:
   Title:

PSNC CARDINAL PIPELINE COMPANY


By:-----------------------------------
   Name:
   Title:


PSNC PRODUCTION CORPORATION


By:-----------------------------------
   Name:
   Title:





Date: _________, 2000



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