Exhibit 10.37


CONFIDENTIAL



                        SHARE SALE AND PURCHASE AGREEMENT

                               DATED FEBRUARY 2005


                           BG ENERGY HOLDINGS LIMITED
                                 KEYSPAN C I LTD
                              KEYSPAN (UK) LIMITED

                                       AND

              PREMIER TRANSMISSION FINANCING PUBLIC LIMITED COMPANY







                    Relating to the Sale and Purchase of the
                         Entire Issued Share Capital of
                          Premier Transmission Limited






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<TABLE>
<CAPTION>
                                    CONTENTS

Clause                                                                                                    Page
<S>     <C>                                                                                                 <C>
1.       Interpretation.......................................................................................1
2.       Sale and Purchase of the Shares......................................................................8
3.       Conditions Precedent.................................................................................8
4.       Completion...........................................................................................9
5.       Adjustment to Consideration.........................................................................10
6.       Independent Accountants.............................................................................10
7.       Loans and Guarantees................................................................................12
8.       Warranties..........................................................................................12
9.       Further Assurances and Indemnity....................................................................14
10.      Confidentiality.....................................................................................15
11.      Notices.............................................................................................16
12.      Assignment..........................................................................................17
13.      Whole Agreement.....................................................................................18
14.      Governing Law.......................................................................................19
15.      General.............................................................................................19

Schedule

1.       Particulars of the Company..........................................................................20
2.       Properties..........................................................................................21
3.       Warranties..........................................................................................25
4.       Limits on Warranty Claims...........................................................................39
5.       Pre-Completion......................................................................................43
6.       Completion..........................................................................................45
7.       Initial Sum and Final Sum...........................................................................50
8.       Completion Accounts.................................................................................51
</TABLE>

Signatories

Documents to accompany this agreement:

1.       Disclosure Letter

2.       Agreed Forms of:
         (a)      Comfort Letter;
         (b)      Powers of Attorney;
         (c)      Secondment Agreement;
         (d)      Services Agreement;
         (e)      Site Services Agreement;
         (f)      Tax Deed; and
         (g)      Tax Loss Amount Receipt.

3.       Accounts


<PAGE>


                     THIS AGREEMENT is made on February 25, 2005

     BETWEEN:

(1)  BG  ENERGY  HOLDINGS  LIMITED  (registered  number  03763515),   a  company
     incorporated  under the laws of England and Wales,  whose registered office
     is at 100 Thames  Valley Park Drive,  Reading,  Berkshire  RG6 1PT,  United
     Kingdom (BGEH);

(2)  KEYSPAN C I LTD (registered number 71191), a company incorporated under the
     laws of the Cayman Islands,  whose registered office is at Ugland House, PO
     Box 309GT, South Church Street,  George Town, Grand Cayman,  Cayman Islands
     (KCIL);

(3)  KEYSPAN (UK) LIMITED (registered number 03488649),  a company  incorporated
     under the laws of England and Wales,  whose registered office is at Jordans
     Limited,  21 St Thomas Street,  Bristol,  BS1 6JS, United Kingdom (K(UK)L);
     and

(4)  PREMIER  TRANSMISSION  FINANCING PUBLIC LIMITED COMPANY  (registered number
     NI053751), a company incorporated under the laws of Northern Ireland, whose
     registered office is care of Arthur Cox Northern Ireland,  Capital House, 3
     Upper Queens Street, Belfast, BT1 6PU, United Kingdom (the Purchaser).

     BACKGROUND:

(A) BGEH is the owner of 50% of the  issued  share  capital of the  Company  (as
defined below) (the BGEH Shares).

(B) KCIL is the owner of 24.5% per cent.  of the  issued  share  capital  of the
Company (as defined below) (the KCIL Shares) and K(UK)L is the owner of 25.5% of
the issued share capital of the Company (as defined below) (the K(UK)L Shares).

(C) BGEH wishes to sell and the  Purchaser  wishes to purchase  the BGEH Shares,
KCIL wishes to sell and the  Purchaser  wishes to purchase the KCIL Shares,  and
K(UK)L wishes to sell and the Purchaser wishes to purchase the K(UK)L Shares, in
each case on the terms and subject to the conditions set out in this agreement.

     IT IS AGREED as follows:

1.   INTERPRETATION 1.1 In this agreement:

     a means  the  number  of days  from and  including  1  January  2005 to but
     excluding the date of Completion;

     Accounts  means the audited  balance  sheet as at the Accounts Date and the
     audited  profit  and  loss  statement  for the  year  ended  on  that  date
     (including the notes and directors'  report  relating to the same), in each
     case of the Company;

     Accounts Date means 31 December 2004;

     Actual  Required  Revenue  shall have the meaning given to that term in the
     Licence in force at the relevant time or, if no such term is defined in the
     Licence in force at the relevant time, the meaning of any replacement  term
     that has equivalent  effect to the meaning of that term at the date of this
     agreement, as the case may be;


                                       1
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     Adjusted Payment Date has the meaning given in subclause 5.4;

     Affiliate  means,  in relation to a Party,  a Subsidiary of that Party or a
     Holding  Company  of that  Party or any other  Subsidiary  of that  Holding
     Company;

     Appropriate Queen's Counsel means a Queen's Counsel of at least five years'
     standing and experience in the field of commercial law;

     Approved Sellers' Fees means the fees of the Sellers incurred in connection
     with the sale and  purchase  of the BGEH  Shares,  the KCIL  Shares and the
     K(UK)L Shares, as approved in writing to the Seller by the Northern Ireland
     Authority for Energy Regulation for payment by the Purchaser;

     Approved  Sellers' Fees Estimate  means the Sellers' good faith estimate of
     the Approved Sellers' Fees, being (pound)500,000;

     Bank  Facility  means the credit  agreement  known as the "Premier  Transco
     (pound)63,000,000  Credit  Agreement"  and made between the Company,  Royal
     Bank  of  Canada  Europe  Ltd,  the  Royal  Bank  of  Scotland  plc and the
     Industrial Bank of Japan Ltd (now Mizuho Corporate Bank Ltd);

     BGE(UK)  means BGE (UK) Limited of 10 Upper Bank Street,  London,  E14 5JJ,
     United Kingdom;

     BG means BG Group plc;

     BG Group means BG and its Affiliates;

     BGE(UK)  Guarantee  means the guarantee  dated 30 May 1997 given by BG plc,
     the  obligations  of BG plc as  surety  having  been  novated  to  BGEH  by
     agreement  dated 8 and 9  December  1999,  to BGE(UK)  in  relation  to the
     transportation  of gas  by  BGE(UK)  through  a  pipeline  from  Moffat  to
     Twynholm, Scotland;

     BGEH Shares has the meaning given in recital (A);

     BGI  means BG  International  Limited,  whose  registered  office is at 100
     Thames Valley Park Drive, Reading, Berkshire RG6 1PT, United Kingdom;

     Business  Day means a day (other  than a Saturday or Sunday) on which banks
     are generally open in London for normal business;

     Comfort  Letter  means the comfort  letter in the Agreed Form from  Keyspan
     Energy Development Corporation to the Purchaser;

     Company means Premier  Transmission  Limited  (further details of which are
     set out in schedule 1);

     Completion  means  completion  of the sale and  purchase  of the  Shares in
     accordance with this agreement;


                                       2
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     Completion  Accounts  means  the  completion  accounts  to be  prepared  in
     accordance with schedule 8;

     Completion Longstop Date has the meaning given in subclause 3.2;

     Conditions  means the conditions  precedent to the sale and purchase of the
     Shares set out in clause 3;

     Consideration has the meaning given in clause 2;

     Daily Price Adjustment Amount means a multiplied by (pound)13,466.67;

     Damages Payment has the meaning given in paragraph 7 of schedule 4;

     Data Room means the documents  set out in the index of data room  documents
     annexed to the Disclosure Letter;

     Deeds of Servitude means those deeds of servitude  granted in favour of the
     Company  and  its  successors  as  proprietors  of the  Scottish  Benefited
     Property in respect of the Scotland Northern Ireland Pipeline as listed the
     section of the Data Room  entitled  "Deeds of Servitude  (and various other
     Scottish property  documents)" in the Disclosure Letter,  together with any
     deed granted or agreement  entered into to vary or supplement the same, and
     Deed of Servitude shall be construed accordingly;

     Disclosure  Letter  means the letter  described as such of the same date as
     this agreement from the Sellers to the Purchaser and duly  acknowledged  by
     the Purchaser;

     Encumbrance means any mortgage,  charge (fixed or floating),  pledge, lien,
     option, right to acquire,  assignment by way of security, trust arrangement
     for the purpose of providing security or any other security interest of any
     kind,  including retention  arrangements and any agreement to create any of
     the foregoing;

     Excess Recovery has the meaning given in paragraph 7 of schedule 4;

     Final Sum means the amount described as such in paragraph 2 of Schedule 7;

     Forecast  Balance  Sheet  means  a  forecast  balance  sheet  substantially
     adopting  the form of part 2 of  schedule 8 and issued in  accordance  with
     subclause 4.3;

     Foreshore  Easement Leases means the two lease agreements short particulars
     of which are in part 2 of schedule 2;

     Holding  Company means in relation to a company or  corporation,  any other
     company or corporation of which it is a Subsidiary;

     Indemnitors has the meaning given in subclause 9.4;

     Independent  Accountants means such firm of chartered accountants as may be
     appointed in accordance with clause 6;

     Initial Sum means the amount  described  as such in paragraph 1 of schedule
     7;

     KCIL Shares has the meaning given in recital (B);


                                       3
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     K(UK)L Shares has the meaning given in recital (B);

     Licence  means  any  licence  to  convey  gas  (or  to  participate  in the
     conveyance of gas) granted to the Company under Article  8(1)(a) of the Gas
     (Northern Ireland) Order 1996;

     Material Adverse Change means, in the reasonable  opinion of the Purchaser,
     a material  adverse  change in the  financial  position or prospects of the
     Company since the Accounts Date;

     Net Indebtedness means:

     (a)  (pound)50,000; plus

     (b)  all indebtedness of the Company under the Bank Facility at Completion,
          being the amount paid or procured  to be paid by the  Purchaser  under
          paragraph  2(a) of  part 2 of  schedule  6,  expressed  as a  positive
          number;

     Offering Circular means the offering circular to be issued by the Purchaser
     on or around 28 February  2005 in terms of which the  Purchaser  intends to
     raise funds by the issue of guaranteed secured bonds;

     Parties  means the  parties to this  agreement  and Party  means any one of
     them;

     Powers of  Attorney  means the powers of  attorney  in the Agreed Form from
     each of the Sellers in favour of the Purchaser;

     PPL means Premier Power Limited of Ballylumford Power Station, Islandmagee,
     Larne, County Antrim, BT40 3RS, United Kingdom;

     Properties means the properties of the Company shortly described in parts 1
     and 2 of schedule 2, and Property means any of them and includes every part
     of each of them;

     Property Indemnity has the meaning given in subclause 9.4;

     Property Indemnity  Description means the wording described as such set out
     in part 4 of schedule 2;

     Purchaser's  Accountants  means  Ernst & Young  LLP of  Bedford  House,  16
     Bedford Street, Belfast, BT2 7DT, United Kingdom;

     Purchaser's  Solicitors means McGrigors of 5 Old Bailey,  London, EC4M 7BA,
     United Kingdom;

     Purchaser's   Technical  Advisers  means  Parsons  Brinkerhoff  Limited  of
     Manchester Technology Centre, Oxford Road, Manchester, M1 7ED;

     Rectification Execution has the meaning given in subclause 9.5;

     Scotland  Northern Ireland Pipeline means the  cross-country  and submarine
     pipeline running in a continuous line between:

     (a)  the Company's land in Scotland at or near Twynholm,  near Kircudbright
          and  the  landfall  at or  near  Portnaughan  Bay in the  District  of
          Wigtown; and


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     (b)  the last mentioned land and the Company's land in Northern  Ireland at
          the Islandmagee peninsula in the County of Antrim,

     constructed in accordance  with,  amongst other  documentation,  a Pipeline
     Construction  Authorisation granted by The Secretary of State for Trade and
     Industry in accordance  with the Pipelines Act 1962, a Works  Authorisation
     in  accordance  with the  Petroleum  and  Submarine  Pipelines Act 1975 and
     authority  under the Gas (Northern  Ireland) Order 1977, and any subsequent
     amending  legislation,   together  with  all  or  any  ancillary  apparatus
     associated therewith and all wrapping and protective materials;

     Scottish Benefited Property means that property that has the benefit of the
     Deeds of Servitude  being the dominant  tenement  described in each Deed of
     Servitude  as ALL and WHOLE  that area or piece of ground in the  Parish of
     Anwoth and the former County of Stewartry of Kirkcudbright,  (now Stewartry
     District of the Dumfries & Galloway Region) more particularly described in,
     disponed by and coloured  pink on the plan annexed to  Disposition  by Mark
     Gilliat Rainsford Hannay in favour of Premier Transco Limited dated 21 June
     and recorded in the Division of the General Register of Sasines  applicable
     to the County of the Stewartry of Kircudbright on 3 July, both in 1995;

     Secondment  Agreement  means the  secondment  agreement  in the Agreed Form
     between the Company and BGI;

     Sellers means BGEH, KCIL and K(UK)L  together,  and Seller means any one of
     them;

     Sellers'  Accountants  means  PricewaterhouseCoopers  LLP  of 1  Embankment
     Place, London, WC2N 6RH, United Kingdom;

     Sellers'  Obligations  means any obligations,  covenants,  representations,
     warranties,   indemnities  or  undertakings  in  this  agreement  that  are
     expressed to be made,  undertaken  or given by all of the Sellers (and not,
     for the avoidance of doubt,  any obligations,  covenants,  representations,
     warranties,   indemnities  or  undertakings  in  this  agreement  that  are
     expressed to be made,  undertaken  or given by any two of the Sellers or by
     any Seller individually);

     Sellers' Solicitors means Allen & Overy LLP of One New Change, London, EC4M
     9QQ, United Kingdom;

     Sellers' Warranties has the meaning given in clause 8;

     Services  Agreement means the services agreement in the Agreed Form between
     the Company and BGI;

     Shares  means  the BGEH  Shares,  the KCIL  Shares  and the  K(UK)L  Shares
     together;

     Site Services  Agreement  means the site  services  agreement in the Agreed
     Form between the Company and PPL;

     Subsidiary  means a  subsidiary  within the  meaning of section  736 of the
     Companies Act 1985;

     Supplementary  Disclosure  Letter means the letter described as such, being
     the Disclosure  Letter as supplemented  at Completion,  from the Sellers to
     the Purchaser and duly acknowledged by the Purchaser;


                                       5
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     Swaps means the swap  transactions  that are the subject of and pursuant to
     ISDA agreements  dated 13 November 1998 between the Company and each of The
     Royal Bank of Scotland plc and Royal Bank of Canada respectively;

     Tax and Taxes and Taxation and Taxation  Authority  have the meanings given
     in the Tax Deed;

     Tax Deed means the Tax Deed in the Agreed Form;

     Tax Loss Amount means (pound)2,698,637;

     Tax Loss Amount Receipt means the  acknowledgment and receipt letter in the
     Agreed  Form  from the  Company  to BGEH  acknowledging  the full and final
     settlement of all  obligations  of BG Group in respect of all surrenders of
     tax losses by the Company to BG Group;

     Tax Warranties has the meaning in paragraph 3 of schedule 4;

     Technical  Advisers' Report means the report entitled "Scotland to Northern
     Ireland  Due  Diligence  Report"  prepared  by  the  Purchaser's  Technical
     Advisers for, amongst others, Financial Guaranty Insurance Company;

     Third Party Claim has the meaning given in paragraph 5 of schedule 4;

     Third Party Sum has the meaning given in paragraph 7 of schedule 4;

     UK GAAP means generally accepted accounting principles and practices in the
     United Kingdom;

     Uninfeft Recording has the meaning given in subclause 9.5;

     Warranties means the warranties on the part of the Sellers or of any one of
     them contained in schedule 3;

     Warranty  Claim  means a claim by the  Purchaser  for any breach or alleged
     breach of any of the Warranties;

     Working  Capital  means all of the  working  capital  of the  Company as at
     Completion as shown in the Completion Accounts; and

     Working  Capital  Estimate  means the  Sellers  good faith  estimate of the
     Working Capital.

1.2  In this agreement, any reference to:

(a)  a Party  shall be  construed  so as to  include  its  successors  in title,
     permitted assigns and permitted transferees;

(b)  a recital,  clause,  subclause,  paragraph,  subparagraph  or schedule is a
     reference  to a recital,  clause,  subclause,  paragraph,  subparagraph  or
     schedule of this agreement;

(c)  this agreement includes references to this agreement as amended or novated;

(d)  a person  includes any individual,  firm,  company,  trust,  unincorporated
     association of persons, government, state or agency of a state or any joint
     venture, association,  trust or partnership (whether or not having separate
     legal personality) or any other entity;


                                       6
<PAGE>


(e)  a company shall be construed so as to include any company,  corporation  or
     other  body   corporate  or  other  legal  entity,   wherever  and  however
     incorporated or established;

(f)  including and other cognate  references  shall be construed as not limiting
     any general words or expressions in connection with which they are used;

(g)  an Affiliate of a Seller shall exclude the Company;

(h)  a document  being in the Agreed  Form shall be to the form of the  document
     that has been  initialled for the purposes of  identification  or otherwise
     identified  as agreed  prior to the  execution  of this  agreement by or on
     behalf of the Sellers and the Purchaser;

(i)  (pound) is to the lawful currency from time to time of the United Kingdom;

(j)  an enactment (which includes any legislation in any jurisdiction),  whether
     express or implied, includes references to:

     (i)  that  enactment as amended,  extended or applied by or under any other
          enactment (before or after signature of this agreement);

     (ii) any  enactment  which  that  enactment   re-enacts  (with  or  without
          modification); and

     (iii)any  subordinate  legislation  made (before or after signature of this
          agreement) under that enactment, as re-enacted,  amended,  extended or
          applied as described in paragraph  (i) above,  or under any  enactment
          referred to in paragraph (ii) above,

          except to the extent that any  legislation or subordinate  legislation
          made or  enacted  after  the date of this  agreement  would  create or
          increase the liability of a Seller under this agreement;

(k)  times  of the day are to local  time in the  relevant  jurisdiction  unless
     otherwise stated; and

(l)  any  English  legal  term  for  any  action,  remedy,  method  or  judicial
     proceeding,  legal  document,  legal status,  court,  official,  enactment,
     legislation  or  any  legal  concept  or  thing  shall  in  respect  of any
     jurisdiction  other  than  England be deemed to  include  what most  nearly
     approximates in that jurisdiction to the English legal term.

1.3  Where any statement in schedule 3 or in the Disclosure  Letter is qualified
     by the  expression "so far as the Sellers are aware" or "to the best of the
     Sellers' knowledge, information and belief" or any similar expression, that
     statement shall be deemed to be made on the actual knowledge of the Sellers
     or either of them after having made due and careful enquiry of John Burley,
     Kevin Chapman, David Reilly,  Richard Souchard,  Nick Tyler, Mike Weeks and
     David Wilks in order to establish the truth and accuracy of the statement.

1.4  Where there is any  inconsistency  between the  definitions set out in this
     clause 1 and the  definitions  set out in any clause or schedule,  then for
     the purposes of construing such clause or schedule, the definitions set out
     in  that   clause  or  schedule   shall   prevail  to  the  extent  of  the
     inconsistency.


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<PAGE>


1.5  The schedules  form part of this  agreement and  references  herein to this
     agreement shall be construed accordingly.

1.6  In this agreement words importing the singular shall include the plural and
     vice versa.

1.7  The headings in this agreement do not affect its interpretation.

1.8  Subclauses 1.1 to 1.7 shall apply unless the context otherwise requires.

1.9  Unless  otherwise  provided,  BGEH shall be liable for 50 per cent. of each
     Sellers'  Obligation,  KCIL  shall be  liable  for 24.5 per  cent.  of each
     Sellers'  Obligation  and K(UK)L shall be liable for 25.5 per cent. of each
     Sellers' Obligation.

2.   SALE AND PURCHASE OF THE SHARES

2.1  Subject to the Conditions being satisfied:

     (a)  BGEH shall sell and the Purchaser shall purchase the BGEH Shares;

     (b)  KCIL shall sell and the Purchaser shall purchase the KCIL Shares; and

     (c)  K(UK)L shall sell and the Purchaser shall purchase the K(UK)L Shares,

          in each case with full title  guarantee,  free from  Encumbrances  and
          together with all rights attaching to them.

2.2  The  purchase  price for the sale of the Shares shall be the Final Sum (the
     Consideration).

2.3  The Parties acknowledge and agree that:

     (a)  50 per cent. of the Consideration,  plus (pound)300,000,  shall be for
          the BGEH Shares;

     (b)  24.5 per cent. of the Consideration,  minus  (pound)150,000,  shall be
          for the KCIL Shares; and

     (c)  25.5 per cent. of the Consideration,  minus  (pound)150,000,  shall be
          for the K(UK)L Shares.

3.   CONDITIONS PRECEDENT

3.1  The sale and purchase of the Shares is conditional on:

     (a)  BGEH  obtaining,  on  terms  satisfactory  to  BGEH,  a  complete  and
          unconditional release of BGEH from all of BGEH's obligations under the
          Foreshore Easement Leases;

     (b)  BGEH obtaining,  on terms satisfactory to BGE(UK) and BGEH, a complete
          and unconditional release of BGEH from all of BGEH's obligations under
          the BGE(UK) Guarantee;

     (c)  the Company and BGI having  executed the Services  Agreement;  (d) the
          Company and PPL having executed the Site Services Agreement;

     (e)  the issue by the  Purchaser  of the bonds  referred to in the Offering
          Circular  becoming  unconditional  (save to the extent  that the issue
          thereof is conditional on the completion of this agreement or on other
          matters that are  themselves  conditional  on the  completion  of this
          agreement); and


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<PAGE>


     (f)  no Material Adverse Change having occurred.

3.2  (a) The Sellers by joint  agreement only may waive any of the Conditions at
     paragraphs  3.1(a)  and  (b),  and  the  Purchaser  may  waive  any  of the
     Conditions at paragraphs 3.1(c), (d) and (e).

(b)  Any waiver of a Condition shall be by written notice by each relevant Party
     waiving the Condition to each other Party.

(c)  Where any Condition is waived,  such waiver shall be without  liability to,
     and no Party or Parties  waiving a Condition may bring any claim under this
     agreement  against,  any  Party in  respect  of the  subject  matter of the
     Condition being waived.

3.3  (a) The Purchaser shall use reasonable  endeavours to procure (so far as it
     is so able to procure)  that the  Conditions  are  satisfied on or before 2
     April 2005 (or such other date as the Parties  may agree)  (the  Completion
     Longstop Date).

(b)  The  Condition at paragraph  3.1(f) shall be deemed to have been  satisfied
     for so long as the  Purchaser  has not  notified the Seller of any Material
     Adverse Change having occurred.

3.4  If any of the  Conditions has not been satisfied or waived on or before the
     Completion Longstop Date:

(a)  except for this  subclause  3.4,  clauses 1 and 10, and the  clauses  after
     clause 10, all of the  clauses of this  agreement  shall lapse and cease to
     have effect; but

(b)  the  lapsing of those  provisions  shall not affect any  accrued  rights or
     liabilities of any Party.

4. COMPLETION

4.1  Completion shall take place at the offices of the Purchaser's Solicitors at
     10.00  a.m.  on the third  Business  Day after the date on which all of the
     Conditions are satisfied or waived, or at such other place or at such other
     time and on such other date as the Parties may agree.

4.2  Pending  Completion  (and whether or not the  Conditions  are  satisfied or
     waived), the provisions of schedule 5 shall apply.

4.3  Within five  Business Days of their receipt from the Purchaser of a written
     request, the Sellers shall provide to the Purchaser in writing:

     (a)  a Forecast  Balance Sheet  containing the Working Capital Estimate and
          the Sellers' good faith estimate of the Net Indebtedness; and

     (b)  an  estimate  of  the  costs  to  the  Company   associated  with  the
          termination of the Swaps.

4.4  At and from Completion, as specified in schedule 6:

     (a)  the Sellers or each specified  Seller, as the case may be, shall do or
          procure to be done those things set out in part 1 of schedule 6; and


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<PAGE>


     (b)  the  Purchaser  shall do or procure to be done those things set out in
          part 2 of schedule 6.

4.5  Subject to  Completion  and to BGEH  complying  with its  obligation  under
     paragraph  2 of part 1 of  schedule  6, with  effect  from  Completion  the
     Purchaser  acknowledges  and agrees  (on behalf of itself and the  Company)
     that the payment to the Company at or prior to  Completion  of the Tax Loss
     Amount shall be in full and final settlement of all obligations of BG Group
     in respect of all surrenders of tax losses by the Company to BG Group.

4.7  Subject to Completion, the Purchaser shall procure that it is registered in
     the register of members of the Company as the registered legal owner of the
     BGEH Shares,  the KCIL Shares and the K(UK)L  Shares as soon as  reasonably
     practicable following Completion.

5. ADJUSTMENT TO CONSIDERATION

5.1  The  amount  of the  consideration  for the  sale of the  Shares  shall  be
     adjusted  following  Completion  in  accordance  with this clause 5 and the
     Completion Accounts.

5.2  (a) If the Final Sum is greater than the Initial Sum (such difference being
     a Consideration Shortfall), the Purchaser shall pay to:

     (i)  BGEH  in  cash a sum  equal  to 50  per  cent.  of  the  Consideration
          Shortfall;

     (ii) KCIL in  cash a sum  equal  to 24.5  per  cent.  of the  Consideration
          Shortfall; and

     (iii)K(UK)L  in cash a sum  equal  to 25.5  percent.  of the  Consideration
          Shortfall; or

(b)  if the Initial Sum is greater than the Final Sum (such  difference  being a
     Consideration Excess):

     (i)  BGEH shall pay the  Purchaser  in cash a sum equal to 50 per cent.  of
          the Consideration Excess;

     (ii) KCIL shall pay the  Purchaser in cash a sum equal to 24.5 per cent. of
          the Consideration Excess; and

     (iii)K(UK)L  shall pay the  Purchaser in cash a sum equal to 25.5 per cent.
          of the Consideration Excess.


5.3  Any  payment to be made  pursuant to this clause 5 shall be made on the day
     (the Adjusted Payment Date) that is five Business Days following the day on
     which the Completion  Accounts are agreed or determined in accordance  with
     Schedule  8,  together  with  interest  on  such  payment  (if  applicable)
     calculated at the rate of 6 per cent.  per annum from (and  including)  the
     Adjusted  Payment Date to (but  excluding) the date of actual  payment,  by
     CHAPS or other  electronic  transfer  for  same day  value to the  relevant
     accounts specified in schedule 6.

6. INDEPENDENT ACCOUNTANTS AND QUEEN'S COUNSEL

6.1  If and whenever  any item in dispute  relating to the  Completion  Accounts
     falls to be referred,  in  accordance  with the relevant  provision of this
     agreement, to Independent Accountants, it shall be referred to such firm of
     chartered accountants:


                                       10
<PAGE>


     (a)  as the  Sellers  and the  Purchaser  may agree in writing  within five
          Business  Days  after  expiry of the period  allowed  by the  relevant
          provision of this agreement for the Sellers and the Purchaser to reach
          agreement over the relevant item in dispute; or

     (b)  failing such agreement,  as shall be appointed for this purpose on the
          application of any of the Sellers or the Purchaser by the President of
          the Institute of Chartered Accountants in England and Wales.

6.2  For the purpose of subclause 6.1, the Independent  Accountants shall act on
     the following basis:

     (a)  the  Independent   Accountants   shall  act  as  experts  and  not  as
          arbitrators;

     (b)  the items or items in dispute  shall be  notified  to the  Independent
          Accountants  in writing  by one of the  Sellers  and/or the  Purchaser
          within 10 Business Days of the Independent Accountants' appointment;

     (c)  their terms of reference shall be as set out in the relevant schedule;

     (d)  the Independent  Accountants shall decide the procedure to be followed
          in the determination;

     (e)  each of the Sellers  and the  Purchaser  shall  provide  (and,  to the
          extent they are reasonably  able,  shall procure that their respective
          accountants,  and  the  Purchaser  shall  procure  that  the  Company,
          provide) the  Independent  Accountants  promptly with all  information
          which they reasonably require and the Independent Accountants shall be
          entitled (to the extent they  consider it  appropriate)  to base their
          opinion on such information and on the accounting and other records of
          the Company;

     (f)  the determination of the Independent Accountants shall (in the absence
          of manifest error) be final and binding on the parties; and

     (g)  the costs of the  determination,  including  fees and  expenses of the
          Independent Accountants, shall be borne equally as between the Sellers
          on the one hand and the Purchaser on the other hand.

6.3  In the event that, for the purposes of any Warranty Claim,  the Sellers and
     the Purchaser are unable to agree whether or not, or the extent to which, a
     relevant  liability or obligation is, or would have been,  capable of being
     included  in the Actual  Required  Revenue of the  Company at the  relevant
     time,  any Party may refer the  matter to an  Appropriate  Queen's  Counsel
     appointed  either  by  agreement  between  the  Parties  or,  failing  such
     agreement, on the application of any Party for appointment by the President
     of the Law Society of England and Wales for the time being (whose  decision
     shall be final and binding on the Parties).

6.4  For the purpose of subclause 6.3, the Appropriate Queen's Counsel shall act
     on the following basis:

     (a)  the  Appropriate  Queen's  Counsel  shall  act as  expert  and  not as
          arbitrator;

     (b)  the items or items in dispute  shall be  notified  to the  Appropriate
          Queen's  Counsel in writing by one of the Sellers and/or the Purchaser
          within  10  Business  Days  of  the  Appropriate   Queen's   Counsel's
          appointment;


                                       11
<PAGE>


     (c)  the  Appropriate  Queen's  Counsel  shall  decide the  procedure to be
          followed in the determination;

     (d)  each of the Sellers and the Purchaser shall provide, and the Purchaser
          shall  procure  that the  Company  provide,  the  Appropriate  Queen's
          Counsel  promptly  with all  information  which  he or she  reasonably
          requires and the Appropriate Queen's Counsel shall be entitled (to the
          extent he or she considers it  appropriate) to base his or her opinion
          on such  information  and on the  accounting  and other records of the
          Company;

     (e)  the  determination  of the  Appropriate  Queen's Counsel shall (in the
          absence of manifest error) be final and binding on the Parties; and

     (f)  the costs of the  determination,  including  fees and  expenses of the
          Appropriate Queen's Counsel,  shall be borne as the Appropriate Queens
          Counsel  shall  direct  (provided  that  the  costs of  preparing  and
          presenting its case to the Appropriate  Queen's Counsel shall be borne
          by the relevant Party).

7. LOANS AND GUARANTEES

7.1  Each of the  Sellers  shall  procure  that,  on or before  Completion,  all
     indebtedness of it and its Affiliates to the Company is satisfied in full.

7.2  The Sellers shall procure  that,  on or before  Completion,  the Company is
     released from all guarantees and indemnities  given by it in respect of any
     liability or obligation of a Seller or any of its Affiliates.

7.3  The  Purchaser  shall use  reasonable  endeavours  to  procure  that,  from
     Completion,  each Seller and each of its  Affiliates  is released  from all
     outstanding   guarantees  and  indemnities   given  by  it  in  respect  of
     obligations of the Company (full  particulars of which are contained in the
     Disclosure Letter) and, pending such release, the Purchaser shall indemnify
     the relevant Seller and its Affiliates  against all liabilities  under each
     such guarantee or indemnity arising from Completion.

8. WARRANTIES

8.1  BGEH warrants to the Purchaser that:

     (a)  except as fully and fairly disclosed in the Disclosure Letter, each of
          the statements set out in part 1 of schedule 3 is true and accurate as
          at the date of this agreement; and

     (b)  except as fully and fairly disclosed in the  Supplementary  Disclosure
          Letter, each of the statements set out in part 1 of schedule 3 will be
          true and  accurate  as at  Completion,  and for the  purposes  of this
          paragraph (b) each of the  statements  set out in part 1 of schedule 3
          shall be deemed to be repeated at Completion by reference to the facts
          and circumstances then existing.

8.2  (a) K(UK)L warrants to the Purchaser that:

     (i)  except as fully and fairly disclosed in the Disclosure Letter, each of
          the statements set out in part 2 of schedule 3 is true and accurate as
          at the date of this agreement; and


                                       12
<PAGE>


     (ii) except as fully and fairly disclosed in the  Supplementary  Disclosure
          Letter, each of the statements set out in part 2 of schedule 3 will be
          true and  accurate  as at  Completion,  and for the  purposes  of this
          subparagraph (ii) each of the statements set out in part 2 of schedule
          3 shall be deemed to be repeated at  Completion  by  reference  to the
          facts and circumstances then existing.

(b)  K(UK)L warrants to the Purchaser that:

     (i)  except as fully and fairly disclosed in the Disclosure Letter, each of
          the statements set out in part 3 of schedule 3 is true and accurate as
          at the date of this agreement; and

     (ii) except as fully and fairly disclosed in the  Supplementary  Disclosure
          Letter, each of the statements set out in part 3 of schedule 3 will be
          true and  accurate  as at  Completion,  and for the  purposes  of this
          subparagraph (ii) each of the statements set out in part 3 of schedule
          3 shall be deemed to be repeated at  Completion  by  reference  to the
          facts and circumstances then existing.

8.3  BGEH  and  K(UK)L  (on  behalf  of  itself  and  KCIL)  severally  in equal
     proportions warrant to the Purchaser that:

     (a)  except as fully and fairly disclosed in the Disclosure Letter, each of
          the  statements  set  out  in  part  4 of  schedule  3  (the  Sellers'
          Warranties) is true and accurate as at the date of this agreement; and

     (b)  except as fully and fairly disclosed in the  Supplementary  Disclosure
          Letter,  each of the Sellers'  Warranties will be true and accurate as
          at  Completion,  and  for the  purposes  of this  paragraph  (b)  each
          Sellers'  Warranties  shall be deemed to be repeated at  Completion by
          reference to the facts and circumstances then existing.

8.4  Each Seller  agrees  with the  Purchaser,  the  Company  and the  Company's
     employees (in the absence of fraud,  dishonesty or wilful concealment by or
     on behalf of the  Company or its  employees)  to waive any rights or claims
     which  it may  have in  respect  of any  misrepresentation,  inaccuracy  or
     omission  in or from any  information  or advice  supplied  or given by the
     Company or its  employees in connection  with the giving of the  Warranties
     and the  preparation  of the Disclosure  Letter.  This subclause 8.4 may be
     enforced by the Company or any of its employees under the Contracts (Rights
     of Third  Parties) Act 1999,  although the provisions of this subclause 8.4
     may be varied or  terminated  by agreement  between the Parties  (which may
     also release or  compromise  any liability in whole or in part) without the
     consent of the Company or any of its employees.

8.5  The liability of the Sellers in  connection  with the  Warranties  shall be
     subject to the limitations in subclause 1.9,  together with those contained
     in, and to the other  provisions  of,  schedule 4, and any  Warranty  Claim
     shall be subject to the provisions of subclause 1.9 and schedule 4.

8.6  Any payment made by the Sellers in respect of a breach of the Warranties or
     under  the Tax Deed  shall,  to the  extent  possible,  be  deemed  to be a
     reduction in the Consideration.

8.7  The Purchaser warrants to the Seller that:

     (a)  it is a corporation  validly existing under Northern Irish law and has
          been in continuous existence since incorporation;


                                       13
<PAGE>


     (b)  it has the  requisite  power and  authority to enter into and perform,
          and has taken all necessary  corporate  action to authorise  execution
          and performance of, its obligations under this agreement;

     (c)  this agreement constitutes its valid and binding obligations; and

     (d)  the execution and delivery of this agreement by it and the performance
          of its  obligations  hereunder have been duly  authorised and will not
          conflict  with,  contravene  or result in a breach or  default  of any
          organisational documents, resolution, legal requirement,  governmental
          order or decree,  material  agreement,  licence,  permit or consent by
          which the Purchaser is bound.

9. FURTHER ASSURANCES AND PROPERTY INDEMNITY

9.1  In relation to the Company,  the Sellers shall procure the convening of all
     meetings,  the giving of all  waivers and  consents  and the passing of all
     resolutions  as are necessary  under the Companies Act 1985,  the Company's
     articles of association or any agreement or obligation affecting it to give
     effect to this agreement.

9.2  The  Sellers  shall use  reasonable  endeavours  to  procure  that there is
     recorded in the appropriate  division of the General Register of Sasines or
     registered  in the Land  Register of Scotland (as  appropriate)  Notices of
     Title by the uninfeft  proprietors referred to in the Disclosure Letter who
     granted the Deeds of Servitude in favour of Premier  Transco  Limited (each
     such recording being an Uninfeft Recording).

9.3  The Sellers shall use reasonable  endeavours to procure that the registered
     owner for the time being of the lands  comprised  in the Land  Registry  of
     Northern  Ireland  Folio  21098  County  Antrim  shall  execute  a deed  of
     rectification in a form reasonably  agreed by the Purchaser  confirming and
     granting the true and actual  extent of the pipeline over the said lands by
     reference to a revised  accurate map and shall have the same  registered at
     the Land  Registry of Northern  Ireland  against the  aforementioned  Folio
     (such execution being the Rectification Execution).

9.4  Subject to the limitations and other  provisions of subclause 9.5, BGEH and
     K(UK)L (the Indemnitors) hereby undertake severally in equal proportions to
     indemnify  and keep the  Purchasers  indemnified  from and  against  and in
     respect of all losses that may be suffered or incurred after  Completion by
     the Company or the Purchaser arising by virtue of:

     (a)  there being no Uninfeft Recording; and/or

     (b)  there being no Rectification Execution,

     (the Property Indemnity).

9.5  (a) The Property Indemnity shall apply only:

     (i)  in terms of  subclause  9.2, in respect of the subject  matter of each
          Uninfeft Recording until the Uninfeft Recording (and, for the purposes
          of this subparagraph (i), the Property Indemnity shall no longer apply
          in respect of the  subject  matter of an Uninfeft  Recording  once the
          relevant Uninfeft Recording has been duly made); and

     (ii) in terms of subclause 9.3, until the Rectification Execution.


                                       14
<PAGE>


(b)  The Property  Indemnity  shall not apply to the extent that any act, error,
     omission or conduct of the  Purchasers or the Company  after  Completion or
     the respective  servants,  agents,  contractors or others for whom they are
     each  responsible at law has caused or  contributed to such claims,  costs,
     proceedings  or demands (and,  for the avoidance of doubt,  such conduct of
     the Purchaser or the Company shall include the bringing to the attention of
     any  third  party  the  circumstance,  act,  error,  omission,  conduct  or
     eventuality  giving rise to a claim under the Property  Indemnity  provided
     that the  inclusion  in the  Offering  Circular of the  Property  Indemnity
     Description  shall not result in the  Property  Indemnity  ceasing to apply
     pursuant to this subclause 9.5).

(c)  Neither the  Purchasers  nor the  Company  shall  compromise  or settle any
     claims, costs, proceedings or demands relating to the losses referred to in
     subclause 9.4 without the prior written consent of the  Indemnitors,  which
     shall not be  unreasonably  withheld,  and the Purchasers  shall permit the
     Indemnitors  to  defend  the  same  in the  name of the  Purchasers  or the
     Company, at the Indemnitors expense.

(d)  The Purchaser and the Company shall be bound and obliged to give reasonable
     assistance to the Indemnitors,  the reasonable and properly  incurred costs
     of such  assistance  being  refundable  by the Sellers,  so as to allow the
     Sellers  fully to comply with the terms of  subclauses  9.2 and 9.3,  which
     reasonable assistance shall include, but shall not be limited to, procuring
     the exercise of, and  exercising  and enforcing in full,  all statutory and
     other  legal  rights  that  the  Company  has  against  the  said  uninfeft
     proprietors  or the said  registered  owner for the time being of the lands
     comprised  in the Land  Registry of  Northern  Ireland  Folio 21098  County
     Antrim  or other  third  parties  or in  relation  to the  relevant  lands,
     including the  threatening  of the exercise of such rights as aforesaid and
     the  Purchasers and the Company shall  implement all reasonable  directions
     made by the  Indemnitors  with regard thereto and in so doing,  will act at
     all times as the agents of the Indemnitors with regard to such matters.

10. CONFIDENTIALITY

10.1 Neither the  Purchaser  nor any of the Sellers shall make (or permit any of
     their respective Affiliates to make) any announcement  concerning this sale
     and purchase or any ancillary matter before, on or after Completion.

10.2 The Purchaser shall and shall procure that:

     (a)  it and each of its Affiliates shall keep  confidential all information
          provided  to them by or on behalf of any of the  Sellers or  otherwise
          obtained by or in connection  with this agreement which relates to the
          Company, the Seller or any of the Seller's Affiliates; and


     (b)  if,  after  Completion,  the Company  holds  confidential  information
          relating  to any of the Sellers or any of their  Affiliates,  it shall
          keep that  information  confidential  and,  to the  extent  reasonably
          practicable,  shall return that information to the relevant Sellers or
          destroy it, in each case without retaining copies.

10.3 Each of the Sellers shall and shall procure that:

     (a)  it and each of its Affiliates shall keep  confidential all information
          provided  to  them  by or on  behalf  of the  Purchaser  or  otherwise
          obtained by or in connection  with this agreement which relates to the
          Purchaser or any of its Affiliates; and


                                       15
<PAGE>


     (b)  if, after Completion,  it holds confidential  information  relating to
          the Company,  it shall keep that information  confidential and, to the
          extent  reasonably  practicable,  shall return that information to the
          Purchaser or destroy it, in each case without retaining copies.

10.4 Nothing  in this  clause 10  prevents  any  announcement  being made or any
     confidential information being disclosed:

(a)  with the written  approval of the other Parties,  which, in the case of any
     announcement, shall not be unreasonably withheld or delayed;

(b)  to the extent required by law or any competent regulatory body, but a Party
     required to disclose any confidential information shall promptly notify the
     other Parties,  where  practicable  and lawful to do so, before  disclosure
     occurs  and  co-operate  with the other  Parties  regarding  the timing and
     content  of such  disclosure  or any  action  which the other  Parties  may
     reasonably elect to take to challenge the validity of such requirement; or

(c)  in the Offering  Circular,  provided that the only announcement in relation
     to the Property  Indemnity  and/or the subject  matter  thereof that may be
     made in the Offering Circular shall be the Property Indemnity Description.

10.5 Nothing in this clause 10 prevents  disclosure of confidential  information
     by any Party:

     (a)  to the  extent  that the  information  is in or comes  into the public
          domain other than as a result of a breach of any  undertaking  or duty
          of confidentiality by any person; or

     (b)  to that Party's professional advisers, auditors or bankers, but before
          any  disclosure  to any such person the relevant  Party shall  procure
          that he is made aware of the terms of this clause 10 and shall use its
          best  endeavours to procure that such person adheres to those terms as
          if he were bound by the provisions of this clause 10.

11. NOTICES

11.1 Any notice or other formal  communication given under this agreement or the
     Tax Deed must be in writing (which  includes fax, but not email) and may be
     delivered  or sent by post or fax to the Party to be served at its  address
     appearing in this agreement as follows:

     (a)  to BGEH at: 100 Thames Valley Park Drive

                           Reading
                           Berkshire
                           RG6 1PT
                           United Kingdom

                           Fax: 0118 929 2670
                           Attention: Company Secretary;

     (b)  to KCIL, care of K(UK)L at the same address,  fax number and recipient
          as K(UK)L;


                                       16
<PAGE>


     (c)  to K(UK)L at

                           Jordans Limited
                           21 St Thomas Street
                           Bristol
                           BS1 6JS
                           United Kingdom

                           Fax: +44 (0)117 918 1342
                           Attention: Christine Jaeger; and

     (d)  to the Purchaser at: Arthur Cox Northern Ireland

                           Capital House
                           3 Upper Queens Street
                           Belfast
                           BT1 6PU
                           United Kingdom

                           Fax: 0044 28 9026 2650
                           Attention: Mark Thompson,

     or at such other address or fax number as it may have notified to the other
     Parties in  accordance  with this  clause 11. Any notice or other  document
     sent by post shall be sent by prepaid first class.


11.2 Any  notice  or other  formal  communication  shall be  deemed to have been
     given:

     (a)  if delivered, at the time of delivery;

     (b)  if posted,  at 10.00 a.m. on the second  Business Day after it was put
          into the post; or

     (c)  if sent by fax, on the date of transmission if transmitted before 3.00
          p.m. on any  Business  Day,  and in any other case on the Business Day
          following the date of transmission.

11.3 In proving service of a notice or other formal  communication,  it shall be
     sufficient to prove that delivery was made or that the envelope  containing
     the communication was properly addressed and posted either by prepaid first
     class  recorded  delivery  post or that the fax was properly  addressed and
     transmitted, as the case may be.

12. ASSIGNMENT

12.1 The Purchaser may assign the benefit of this  agreement and the Tax Deed to
     any of its Affiliates and, if it does so:

     (a)  the  assignee may enforce the  obligations  on the part of each of the
          Sellers  (including the Warranties)  under this agreement,  and on the
          part of BGEH and K(UK)L under the Tax Deed, as if it had been named in
          this agreement and in the Tax Deed as the Purchaser;


                                       17
<PAGE>


     (b)  as between  the  Sellers  and the  Purchaser,  each of the Sellers may
          nevertheless  enforce  this  agreement  and the Tax Deed  against  the
          Purchaser as if that assignment had not occurred;

     (c)  the  assignment  shall not in any way  operate  so as to  increase  or
          reduce  the  respective  rights  and  obligations  on the  part of the
          Purchaser or its assignee on the one hand and the Sellers on the other
          hand; and

     (d)  if the  assignee  ceases  to be an  Affiliate  of the  Purchaser,  the
          Purchaser shall procure that the benefit of this agreement and the Tax
          Deed is re-assigned to the Purchaser or another of its Affiliates.

12.2 KCIL may assign the benefit of this agreement to K(UK)L and, if it does so,
     K(UK)L may enforce the obligations on the part of the Purchaser  (including
     the  Warranties)  under  this  agreement  as if it had  been  named in this
     agreement as KCIL.

12.3 The Purchaser may assign,  transfer or create a security interest in favour
     of lenders  to the  Purchaser,  any of the  Purchaser's  Affiliates  or any
     special   purpose  entity   pursuant  to  any  financing   arrangements  or
     transactions  entered into by the Purchaser or any of its  Affiliates  from
     time to time over the Purchaser's rights and interests under this agreement
     and the Tax Deed provided that the Purchaser  remains  primarily  liable to
     the Sellers for all of its  obligations  under this  agreement  and the Tax
     Deed and  provided  further that the  liability  of the Sellers  under this
     agreement and the Tax Deed to the  Purchasers is not as a result  increased
     to a level greater than it would have been in the absence of such security.

12.4 Except as  permitted  by this clause 12, none of the rights or  obligations
     under this agreement or the Tax Deed may be assigned or transferred without
     the prior  consent of all the other  Parties  (which  consent  shall not be
     unreasonably withheld).

13. WHOLE AGREEMENT

13.1 This  agreement  and the Tax Deed contain the whole  agreement  between the
     Sellers, on the one hand, and the Purchaser, on the other hand, relating to
     the transactions contemplated by this agreement and supersedes all previous
     agreements between the Sellers, on the one hand, and the Purchaser,  on the
     other hand, relating to these transactions.

13.2 As between the Sellers,  on the one hand, and the  Purchaser,  on the other
     hand, each Party:

     (a)  acknowledges  that in agreeing to enter into this agreement it has not
          relied on any representation, warranty, collateral contract, financial
          projection or other assurance  (except those set out in this agreement
          and the Tax Deed) made by or on behalf of any other  Party  before the
          signature of this agreement; and

     (b)  waives all rights and remedies  which,  but for this  subclause  13.2,
          might   otherwise   be   available  to  it  in  respect  of  any  such
          representation, warranty, collateral contract, financial projection or
          other assurance.

13.3 For the  avoidance  of doubt,  nothing in or pursuant to schedule 5,- or in
     schedule 8, the Forecast  Balance Sheet or the  Completion  Accounts  shall
     constitute  a  representation,  warranty,  collateral  contract,  financial
     projection or other assurance.


                                       18
<PAGE>


13.4 Notwithstanding any provision in this agreement to the contrary, nothing in
     this  agreement  shall  limit or  exclude  any  liability  for fraud or for
     fraudulent misrepresentation.

14. GOVERNING LAW

14.1 This  agreement is governed by and shall be construed  in  accordance  with
     English law.

14.2 The English courts have  non-exclusive  jurisdiction  to settle any dispute
     arising out of or in connection  with this agreement and the parties submit
     to the non-exclusive jurisdiction of the English courts.

14.3 The parties waive any objection to the English  courts on grounds that they
     are an inconvenient or inappropriate forum to settle any such dispute.

14.4 The Purchaser irrevocably appoints the Purchaser's  Solicitors as its agent
     in England for service of process.

14.5 EACH  PARTY  WAIVES  ANY RIGHT IT MAY HAVE TO A JURY  TRIAL OF ANY CLAIM OR
     CAUSE OF ACTION IN CONNECTION  WITH THIS  AGREEMENT.  THIS AGREEMENT MAY BE
     FILED AS A WRITTEN CONSENT TO TRIAL BY COURT. 15. GENERAL

15.1 Each  of the  obligations,  Warranties  and  undertakings  set  out in this
     agreement (excluding any obligation which is fully performed at Completion)
     shall continue in force after Completion.

15.2 Except as otherwise agreed in writing by the Parties,  each Party shall pay
     the costs and expenses  incurred by it in connection with the entering into
     and completion of this agreement.

15.3 The Purchaser shall be liable for any stamp duty payable in relation to the
     purchase by it of the Shares.

15.4 This agreement may be executed in any number of counterparts.  This has the
     same effect as if the signatures on the counterparts  were on a single copy
     of this agreement.

15.5 The rights of each Party under this agreement:

     (a)  may be exercised as often as necessary; and

     (b)  may be waived only in writing and specifically; and

     a delay in exercising or  non-exercise of any such right is not a waiver of
     that right.

15.6 Except as expressly  stated in this agreement,  a person who is not a Party
     may not  enforce  any of its terms  under the  Contracts  (Rights  of Third
     Parties) Act 1999.

AS  WITNESS  this  agreement  has been  signed by the  parties  (or  their  duly
authorised  representatives)  on the  date  stated  at  the  beginning  of  this
agreement.


                                       19

<PAGE>



                                   SIGNATORIES


Signed by                                          )
for BG ENERGY HOLDINGS LIMITED                     )       ...................





Signed by                                          )
for KEYSPAN C I LTD                                )       ...................





Signed by                                          )
for KEYSPAN (UK) LIMITED                           )       ...................





Signed by                                          )
for PREMIER TRANSMISSION FINANCING PUBLIC          )       ...................
LIMITED COMPANY



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