CONSULTING AGREEMENT


     Agreement dated as of December l, 1997 between ENERGYNORTH,
INC. of 1260 Elm Street, Manchester, New Hampshire ("ENI") and
ALBERT J. HANLON of Concord, New Hampshire ("Consultant").

     In consideration of the mutual promises and obligations
contained in this Agreement, the Consultant and ENI agree as
follows:

1.   General Description and Scope of Services

          1.1. ENI agrees to retain the services of the
          Consultant, acting in the capacity of an independent
          contractor, to perform services in the areas of
          environmental investigation and remediation and related
          matters as designated by ENI, to which the Consultant
          shall apply his substantial knowledge, experience and
          resources.

          1.2. The Consultant agrees to devote such time, not to
          exceed an average of eight hours per week, and best
          efforts as may be necessary to perform his duties and
          responsibilities pursuant to the terms and conditions
          of this Agreement. Duties and responsibilities
          hereunder may be performed by the Consultant through
          the use of mail services, telephone,electronic mail,
          facsimile or other means of telecommunication.

          1.3. Unless otherwise agreed to in writing, the
          Consultant agrees not to hire, solicit the employment,
          or retain the services of any personnel of ENI while
          the Consultant is performing services for ENI under
          this Agreement.

          1.4. The Consultant is not, and shall not be construed
          to be an employee, executive, officer or director of
          ENI or any of its subsidiaries under this Agreement.
          Consultant may perform services for other clients which
          do not conflict with his obligations under this
          Agreement.

2.   Terms of Consulting Services

               The Consultant is retained by ENI for the two-year
          period beginning January 1, 1998 through December 31,
          1999, unless earlier terminated as provided in Section
          6 of this Agreement.

3.   Compensation

          3.1. The Consultant shall be paid by ENI at the rate of
          $2,500.00 per month for the services provided under
          this Agreement.  The Consultant's services shall be

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          billed by the Consultant at the end of each month and
          shall be immediately due and payable.

          3.2. ENI shall pay or reimburse or cause to be
          reimbursed to the Consultant, in addition to the
          payment for services described in Section 3.1, all
          reasonable expenses incurred by the Consultant in
          performing his services pursuant to this Agreement,
          including telephone toll charges, travel expenses
          (excluding travel to and from ENI offices), and
          disbursements made on behalf on ENI or its
          subsidiaries.

4.   Facilities and Access to Records and Premises

          4.1. ENI shall provide access to its facilities and
          such workspace as is reasonably required by Consultant
          to perform services pursuant to this Agreement.
          Consultant shall maintain his own office facilities,
          and ENI shall provide electronic connection between its
          facilities and Consultant's facilities.

          4.2. ENI agrees to disclose to and permit access of the
          Consultant all information as may be reasonably
          necessary to the performance of his obligations under
          the terms of this Agreement.

          4.3. Unless otherwise agreed to by the parties, the
          Consultant, while working on the premises of ENI or its
          subsidiaries, shall observe the working hours, working
          rules and holiday schedules of ENI applicable to such
          company's premises.

5.   Non-Disclosure Covenant

          5.1. Non-Disclosure.  Except as may be required in the
          performance of his duties under the terms of this
          Agreement, unless this Agreement is terminated by ENI
          without cause or is terminated by the Consultant by
          reason of a breach of this Agreement by ENI, during the
          term of this Agreement and for a period of three (3)
          years thereafter, the Consultant will not, without
          prior written consent of ENI, disclose, use, or permit
          the use at any time either during or subsequent to his
          retention under this Agreement any trade secret or
          confidential information of ENI of which the Consultant
          may become informed during his association with ENI.
          For the purposes of this Section 5.1, "trade secret or
          confidential information of ENI" means information
          conspicuously treated as a secret and not generally
          known about ENI's or any of its subsidiaries' or
          affiliates' financial information, market information,
          or business information such as products, processes,

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          research, development, manufacturing techniques, or
          customers and marketing plans. This non-disclosure
          covenant does not release the Consultant from or
          supersede any non-disclosure obligations that exist
          under any other agreements between him and ENI.

          5.2. The Consultant acknowledges that breach of the
          covenants contained in Section 5.1 of this Agreement
          cannot be adequately remedied by the award of monetary
          damages and agrees that his obligations under Section
          5.1 shall be specifically enforceable.

6.   Termination

          6.1. In the event of any material breach of this
          Agreement by either party, the other party may
          terminate this Agreement upon seven (7) days' written
          notice, unless during such period the breach has been
          remedied or cured, which termination shall not preclude
          the terminating party from any other remedies it may
          have at law or in equity.

          6.2. ENI may terminate this Agreement, upon seven (7)
          days' written notice, for good cause, which termination
          shall not preclude ENI from any other remedies it may
          have at law or in equity.  "Good cause" shall be
          limited to conviction of a felony or a crime involving
          an act of moral turpitude, dishonesty, misfeasance
          which substantially interferes with the orderly
          business of ENI or any of its subsidiaries, action that
          directly or indirectly causes ENI or any of its
          subsidiaries to suffer substantial loss or damage,
          refusal to follow or materially neglecting the
          reasonable requests of ENI made pursuant to this
          Agreement, and conduct that substantially interferes
          with or damages the standing or reputation of ENI or
          any of its subsidiaries.

          6.3. The Consultant may terminate this Agreement, upon
          thirty (30) days' written notice, at his election.

          6.4. This Agreement shall be terminated in the event of
          the death or total disability of the Consultant.

          6.3. If this Agreement is terminated as provided herein
          for any reason other than by Consultant's breach of the
          Agreement as provided in Section 6.1, good cause as
          provided in Section 6.2, Consultant's termination of
          the Agreement as provided in Section 6.3, or
          Consultant's death or total disability as provided in
          Section 6.4, the monthly payments specified in Section
          3.1 shall continue until the expiration of this
          Agreement on December 31, 1999.

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7.   Termination on Change of Control

               This Agreement shall continue upon the change of
          control or ownership of ENI.  In the event ENI or its
          successors terminate this Agreement for any reason
          (including those designated in Sections 6.1 and 6.2) or
          materially breach this Agreement, ENI or its successor
          shall continue to make the same monthly payments
          specified in Section 3.1 until the expiration of this
          Agreement on December 31, 1999.  A "change of control
          or ownership of ENI" for purposes of this paragraph
          means that at least forty percent (40%) of the
          outstanding stock of ENI, or such lesser amount as the
          Board shall deem necessary to obtain effective control
          of ENI, has been obtained by a corporation, person or
          entity through a merger, consolidation or tender or
          exchange offer not initiated, supported or endorsed by
          the Board of ENI.

8.   Other Agreements

               This Agreement contains the entire understanding
          between the parties and supersedes all prior agreements
          between them except to the extent specified in Section
          5 of this Agreement and neither party shall have any
          rights against the other pursuant to or in connection
          with such prior agreements or their previous
          relationship as employer and employee; provided,
          however, that this Agreement shall not affect any
          benefits that may have accrued or vested to the
          Consultant under the Deferred Compensation Agreement
          dated November 30, 1993 (as amended) between ENI and
          the Consultant, ENI's qualified Pension Plan, the ENI
          Supplemental Executive Retirement Plan, or the ENI Key
          Employee Performance and Equity Incentive Plan.  In
          addition, this Agreement shall not affect any health or
          insurance benefits available to Consultant by virtue of
          his status as a retired employee of ENI.

9.   Arbitration

               Any dispute or controversy between the parties
          relating to this Agreement shall be settled by binding
          arbitration in the City of Manchester, State of New
          Hampshire, pursuant to the governing rules of the
          American Arbitration Association and shall be subject
          to the provisions of New Hampshire Revised Statutes
          Annotated Ch. 542.  Judgment upon the award may be
          entered in any court of competent jurisdiction.

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10.  General Provisions

           10.1. Nonassignability.  Neither this Agreement nor
           any right or interest hereunder shall be assigned by
           the Consultant, his beneficiaries, or legal representative,
           without ENI's prior written consent; provided, however
           that Consultant may assign his right to continued payments
           in the event of his termination as provided under
           Section 6.5 and 7.

           10.2. Indemnification.  ENI shall indemnify and hold
           Consultant harmless from all claims and expenses for loss
           or damages, including costs of defense and attorneys fees,
           related to his performance of services pursuant to this
           Agreement.

           10.3. No Attachment.  Except as required by law, no
           right to receive payments under this Agreement
           shall be subject to anticipation, commutation,
           alienation, sale, assignment, encumbrance, charge,
           pledge, or hypothecation or to execution,
           attachment, levy, or similar process of assignment
           by operation of law, and any attempt, voluntary or
           involuntary, to effect any such action shall be
           null, and of no effect.

           10.4. Waiver of Breach.  The waiver by either party
           of a breach or any provision of this agreement
           shall not operate as a waiver of a subsequent
           breach of the same or any other provision.

           10.5. Notices.  Any notice required to be given
           under this Agreement shall be deemed sufficient if
           in writing and sent by mail to the parties at the
           addresses shown above, or such other address as
           either party may designate from time to time.
           Notices shall be effective in the order they are
           received or, if received the same day, as of the
           time of postmark.

           10.6. Binding Effect.  This Agreement shall be
           binding upon and inure to the benefit of the
           Consultant and his successors and assigns, heirs,
           executors, administrators and legal
           representatives, and shall be binding upon and
           inure to the benefit of ENI, its successors and
           assigns, including, without limitation, any
           person, partnership, company or corporation which
           may acquire substantially all of ENI's assets or
           business or with or into which ENI may be
           liquidated, consolidated, merged or otherwise
           combined.

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           10.7. Amendment of Agreement.  This Agreement may
           not be modified or amended except by an instrument
           in writing signed by the parties.

           10.8  Headings.  The headings in this Agreement
           herein are included solely for convenience of
           reference and shall not control the meaning or
           interpretation of any of the provisions of this
           Agreement.

           10.9  Governing Law.  This Agreement has been
           executed and delivered in the State of New
           Hampshire and its validity, interpretation,
           performance and enforcement shall be governed by
           the laws of the State of New Hampshire.

     IN WITNESS WHEREOF, ENI has caused this Agreement to be
executed, and the Consultant has signed this Agreement, all as of
the day and year first above written.

                                   ENERGYNORTH, INC.

/s/ Patricia L. Sowa            By:/s/ Robert R. Giordano
Witness                            Robert R. Giordano, President
                                   and Chief Executive Officer


/s/ Patricia L. Sowa            By:/s/ Albert J. Hanlon
Witness                            Albert J. Hanlon