SECURITY ANALYSIS SERVICES AGREEMENT




                        BETWEEN AND AMONG



                    NEW ENGLAND POWER COMPANY





                            REMVEC II




                               AND




                      REMVEC II PARTICIPANTS

<PAGE>
     AGREEMENT dated as of July 1, 1994 by and among NEW ENGLAND POWER
COMPANY, a Massachusetts corporation, REMVEC II, an organization established
by the REMVEC II Agreement, and REMVEC II PARTICIPANTS.  Each REMVEC II
Participant is (or, as a condition to becoming a REMVEC II Participant under
the REMVEC II Agreement, will become) a signatory to this Agreement and, as
such, agrees to be bound by this Agreement's terms and conditions.  The
signatories hereto shall not become partners by reason of this Agreement or
their activities hereunder, but as to each other and to third persons, they
shall be and remain independent contractors in all matters relating to this
Agreement.  This Agreement shall not be construed to create any liability on
the part of any signatory to anyone not a party to this Agreement.  Each
signatory shall retain its separate identity and, to the extent not limited
hereby, its individual freedom in rendering service to its customers.


ARTICLE I.  Definitions
          -----------

     As used in this Agreement, the following words and terms shall have the
meanings set forth herein:

     "Base Services" shall mean the scope of service defined in the document
entitled "Case 1A Functional Analysis for REMVEC" dated August 24, 1993, a
copy of which is attached to and incorporated into this Agreement as "Appendix
A", and services reasonably deemed by NEP to be incidental and reasonably
related to such scope of service.

     "Contract Year" shall mean an annual period from July 1 through June 30
(i.e. Contract Year 1994-5 shall constitute the annual period from July 1,
1994 through June 30, 1995).

     "Expiring Agreement" shall mean the Amended REMVEC Agreement dated as of
August 12, 1977.

     "NEP" shall mean New England Power Company.

     "NEPEX" shall mean the New England Power Exchange, the central dispatch
and interchange office established pursuant to the NEPOOL Agreement.

     "NEPOOL" shall mean the New England Power Pool.

     "NEPOOL Agreement" shall mean the New England Power Pool Agreement dated
as of September 1, 1971, as it may be amended from time to time.  The NEPOOL
Agreement is incorporated into this Agreement by reference.

     "Participant" shall mean an entity or group of entities (other than NEP)
that is or becomes a REMVEC II Participant in accordance with the terms of the
REMVEC II Agreement.

     "REMVEC" shall mean Rhode Island, Eastern Massachusetts, Vermont Energy
Control, an organization established by the Expiring Agreement and, until the
date on which NEP commences to provide Base Services under this Agreement, a
satellite of NEPEX.

     "REMVEC II" shall mean Rhode Island, Eastern Massachusetts, Vermont
Energy Control II, an organization established by the REMVEC II Agreement and,
as of the date on which NEP commences to provide Base Services under this
Agreement, a satellite of NEPEX.

     "REMVEC II Agreement" shall mean the REMVEC II Agreement dated as of
July 1, 1994, as it may be amended from time to time, by and among various
Entities (as that term is defined in Section 15.4 of the NEPOOL Agreement)
engaged in the electric utility business within the geographic area served as

<PAGE>
of June 30, 1994 under the Expiring Agreement through the REMVEC satellite
dispatching center and that are or become a Participant in NEPOOL in
accordance with the terms of the NEPOOL Agreement.  A copy of the REMVEC II
Agreement  is attached to and incorporated into this Agreement as "Appendix
B".

     "Supplemental Services" shall mean services in addition to Base Services
to be provided by NEP under this Agreement that have been arranged for by
REMVEC II under the provisions of Article IV ("Services"), below.


ARTICLE II.  Basic Understandings
           --------------------

     As a result of the implementation by NEPOOL of recommendations made in
the 1993 Strategic Pool Operations Review Task Force Report, NEPEX will assume
direct control over the generating units in New England on or about July 1,
1997.  REMVEC, which was established to operate as a satellite of NEPEX by the
Expiring Agreement, would be expected to become a transmission security
analysis center and to assist NEPEX in the coordination and control of the
transmission system.  Thus, REMVEC's responsibilities as a NEPEX satellite
organization would be significantly reduced.  It would no longer have
generation control responsibilities (voice communication with and dispatching
of participants' generation real power output).  REMVEC's tasks would be
limited to those directly related to preserving the security of its
participants' bulk power systems.

     Following extensive discussion and deliberation by REMVEC's
Participants, the REMVEC Operating Committee and the REMVEC Executive
Committee, the REMVEC Executive Committee, by unanimous vote taken on April
22, 1994, accepted a proposal made by NEP to provide security analysis
services to participants in a new organization to be established and
maintained by the participants for the purposes of operating as a satellite of
NEPEX and fulfilling its satellite responsibilities by entering into,
overseeing and administering on behalf of its participants a security analysis
services agreement with NEP.  The REMVEC II Agreement establishes REMVEC II as
the contemplated organization, and the terms and conditions under which its
Participants agree to be bound.  This Agreement provides the terms and
conditions under which NEP agrees to provide the contemplated security
analysis services to REMVEC II and the Participants.

     In consideration of their mutual undertakings herein, NEP, REMVEC II and
each Participant hereby agree to the following terms and conditions.


ARTICLE III.  Term
            ----

     Following (i) execution of this Agreement by all entities that were
Participants in REMVEC as of July 1, 1994, and (ii) the receipt of all
necessary regulatory approvals of this Agreement (including, without
limitation, that of the Federal Energy Regulatory Commission), this Agreement
shall become effective as of July 1, 1994 and shall remain in effect for a
term coterminous with the term of the REMVEC II Agreement; provided, however,
that NEP shall have the right to terminate its rights and obligations under
this Agreement as of midnight on June 30, 2005 or of any subsequent year by
providing REMVEC II not less than three (3) years' prior written notice, and
further provided that each Participant shall have the right to terminate its
rights and obligations under this Agreement coincident with the termination of
its participation in REMVEC II in accordance with the provisions of Article
III of the REMVEC II Agreement.  In the event of the termination of the REMVEC
II Agreement, or the termination by a Participant of its participation in
REMVEC II, prior to June 30, 2002, each Participant, or the Participant

<PAGE>
terminating its participation in REMVEC II, as the case may be, agrees to pay
NEP the termination charge specified in "Appendix C", attached to and
incorporated into this Agreement.


ARTICLE IV.  Services
           --------

     NEP is in the process of consolidating its North Andover and Worcester
dispatch centers and procuring a new energy management system ("EMS") for
installation in the space now occupied by REMVEC at the New England Electric
complex in Westborough, Massachusetts.  In conjunction with this effort, NEP
agrees that the EMS that it designs, constructs and installs will be capable
of providing Base Services to Participants under this Agreement. NEP agrees to
keep REMVEC II advised concerning the selection of the EMS vendor and the
design specifications being employed in the EMS that relate to Base Services
to be provided hereunder.  NEP shall take into consideration, but shall not be
bound by, any recommendation made by REMVEC II regarding these matters.
Finally, NEP agrees to provide Base Services to Participants in accordance
with good utility practices using a segregated control room employing five (5)
system operators and three full time equivalent employees performing
engineering and support functions.

     NEP shall use its best efforts to begin providing Base Services to
Participants on July 1, 1997.  It is recognized, however, that circumstances
may exist on that date under which NEPEX is not ready to commence generation
control and connect to and operate with the new security analysis system(s) of
its satellite organizations and/or NEP is not ready to commence providing Base
Services despite its best efforts to be in a position to do so.  If such
circumstances exist, the existing arrangements under the Expiring Agreement
shall be continued until the disability is removed, provided, however, that
NEP shall bear all expenses associated with continuing such existing
arrangements during any period that NEPEX is ready but NEP is not for reasons
not excused under Article VIII ("Force Majeure").

     REMVEC II may, in accordance with the provisions of Article V of the
REMVEC II Agreement, arrange for NEP to provide Supplemental Services under
this Agreement.  It is expressly understood that such Supplemental Services
may include, without limitation, the addition of a full-time manager reporting
directly to the REMVEC II Executive Committee to oversee the provision of
services under this Agreement.  The price for any such Supplemental Services
shall be established by mutual agreement between NEP and REMVEC II but shall
be based on NEP's best estimate of the incremental cost to it of providing
such Supplemental Services.  If any such arrangements are made, each
Participant agrees to be bound by the arrangement, including, without
limitation, its pricing aspects, and this Agreement shall be amended as
necessary to reflect the terms of the arrangement.

     Nothing in this Agreement shall be deemed to preclude any Participant or
NEP from independently arranging for the provision of other services under
separate agreement, provided that the cost or provision of such services shall
not adversely affect the cost or provision of service under this Agreement.


ARTICLE V.  Participant Obligations
          -----------------------

     Each Participant shall have installed and shall maintain (i) all
protective equipment, metering, telemetering, communications, switching,
voltage control and load shedding equipment required to fulfill the
Participant's obligations as a Participant of NEPOOL and/or REMVEC II under
the Criteria, Rules and Standards and Operating Procedures adopted under the
NEPOOL Agreement and/or the REMVEC II Agreement and (ii) such other facilities

<PAGE>
as may be requested by NEP and approved by the REMVEC II Executive Committee
to facilitate NEP's provision of Base Services and Supplemental Services, if
any, under this Agreement.  Each Participant shall also furnish in a timely
manner the operating data and other information necessary to perform Base
Services and Supplemental Services, if any, under this Agreement.  NEP shall
have the responsibility to establish, subject to review and approval by the
REMVEC II Executive Committee, all such operating data and information
requirements.  To the extent that NEP is impeded from performing its
obligations under this Agreement due to a Participant's failure to have
installed or maintained any such equipment or facilities or to furnish any
such data or information, NEP shall be relieved from such obligations.

      NEP agrees to establish, implement and follow procedures for the
confidential treatment (both internally within its own organization and
externally with any third party) of information provided it by Participants
under this Agreement consistent with any requirements regarding the
confidential treatment of such information established by (i) the Federal
Energy Regulatory Commission under the Federal Power Act and (ii) NEPOOL.
Such procedures, and any amendments thereto, shall be subject to the review
and approval of the REMVEC II Executive Committee.

     Each Participant shall be responsible for the accuracy of the operating
data and information it provides NEP.


ARTICLE VI.  Price
           -----

     The price for Base Services to be provided hereunder in Contract Years
1994-5 through 2001-2 shall be fixed for each Participant at the price for the
Contract Year specified for such Participant and for the Contract Year in
"Appendix D", attached to and incorporated into this Agreement by reference.
Thereafter, commencing with Contract Year 2002-3, and continuing with each
subsequent Contract Year until this Agreement terminates, the price in effect
on the last day of the preceding Contract Year shall be escalated as of
midnight on such last day by the percent of annual change that occurred in the
preceding calendar year in the Gross Domestic Product Implicit Price Deflator
(expressed as a decimal fraction representing thousandths), as published by
the Bureau of Economic Analysis in the United States Department of Commerce.
The price for Base Services per Contract Year of any entity or group of
entities that subsequently become or join REMVEC II shall be mutually agreed
upon by NEP and such entity or group of entities.

     The price for Supplemental Services, if any, shall be as agreed upon
between NEP and the REMVEC II Executive Committee under the provisions of
Article IV ("Services"), above.


ARTICLE VII.  Billing
            -------

     As soon as practicable following satisfaction of the conditions
precedent to the effectiveness of this Agreement set forth in Article III
("Term"), above, NEP shall bill each Participant for amounts due under this
Agreement from July 1, 1994 through the date of such billing.

     Thereafter, each month during the term of this Agreement, NEP shall bill
each Participant one twelfth of the price specified in Article VI ("Price"),
above, for the then current Contract Year.  Bills will be rendered during the
first week of each month covering amounts due for the month.

     Any amount remaining unpaid after fifteen days following receipt of the
bill shall bear interest thereon from the date of the bill at an annual rate

<PAGE>
of 2% above the lowest interest rate then being charged by the Bank of Boston,
or its successor, on 90 day commercial loans.

ARTICLE VIII.  Force Majeure
             -------------

     The term "force majeure" as used herein shall mean a cause beyond the
control of NEP, REMVEC II or a Participant, as the case may be, that wholly or
partially prevents performance of its obligations under this Agreement.
Examples (without limitation) of force majeure, but only if beyond the control
of NEP, REMVEC II or the Participant, as the case may be, are the following:
acts of God; acts of the public enemy; insurrection; riots; strikes; labor
disputes (including wildcat strikes, slowdowns, sabotage and the like); fires;
explosions; floods; extraordinary breakdowns of or damage to facilities or
equipment; laws, regulations, orders or acts of regulatory agencies; orders or
acts of civil or military authority; or any other cause of a similar nature
that materially impairs the performance of this Agreement.

     If because of force majeure either NEP, REMVEC II or a Participant is
unable to carry out its obligations under this Agreement, in whole or in part,
and if such party promptly gives the other parties written notice of such
force majeure then the obligations and liabilities of the party giving such
notice and the corresponding obligations of the other parties shall be
suspended to the extent made necessary by and during the continuance of such
force majeure; provided, however, that the party giving notice shall use its
best efforts to eliminate the cause of such force majeure in the shortest
practicable time.  Notwithstanding the foregoing, settlement of labor disputes
shall be entirely at the discretion of the affected party, and force majeure
shall not excuse any party from fulfilling its payment obligations under this
Agreement.


ARTICLE IX.  Waivers
           -------

     The failure of either NEP, REMVEC II or a Participant to insist in any
one or more instance upon strict performance of any of the provisions of this
Agreement or to take advantage of any of its rights under this Agreement shall
not be construed as a general waiver of any such provision or the
relinquishment of any such right, but the same shall continue and remain in
full force and effect, except with respect to the particular instance or
instances.


ARTICLE X.  Limitation of Liability
          -----------------------

     To the fullest extent permissible under law, neither NEP, REMVEC II or
any Participant, nor their agents, officers, directors, employees or
affiliates or their agents, officers, directors or employees shall be liable
to the other parties or their agents, officers, directors or employees for
claims for incidental, indirect, punitive, multiple or consequential damages
(including attorney's fees) connected with or resulting from performance or
non-performance of this Agreement, irrespective of whether such claims are
based upon warranty, tort, strict liability, contract, statute (including
Mass. Gen. Laws ch. 93A), operation of law or otherwise.  NEP shall be liable
to REMVEC II and/or the Participants only for its gross negligence or willful
misconduct in carrying out its contractual obligations under this Agreement.


<PAGE>
ARTICLE XI.  Dispute Resolution
           ------------------

     All disputes between NEP and a Participant or Participants of a
technical or operational nature relating to the provision of service by NEP
under this Agreement shall be referred exclusively to the REMVEC II Operating
Committee and shall be resolved by REMVEC II under the terms of the REMVEC II
Agreement.  All other disputes between the parties arising out of or relating
to this Agreement, regardless of the nature of the cause of action, including
without limitation, disputed claims of force majeure, the exercise of
termination rights, breach of contract, breach of duty of good faith and fair
dealing, actions under Mass. Gen. Laws ch. 93A, tort (including without
limitation negligence and misrepresentation), or any other cause of action
under federal or state statute, common law or in equity shall be submitted to
arbitration by the request of the complaining party.  Copies of any such
request shall be served on NEP, REMVEC II and all Participants and it shall
specify the issue or issues in dispute and summarize the party's claim with
respect thereto.  Within thirty (30) days after receipt of such a request
authorized representatives of NEP, REMVEC II and all Participants shall confer
and attempt to agree upon appointment of a single arbitrator.  If such
agreement is not accomplished, the Chairperson of the REMVEC II Executive
Committee shall request the American Arbitration Association to appoint an
arbitrator in accordance with its Commercial Arbitration Rules, which rules
shall govern the conduct of the arbitration in the absence of contrary
agreement by all parties.  The arbitrator shall conduct a hearing at a place
in Massachusetts of his/her designation, and within thirty (30) days
thereafter, unless such time is extended by agreement of all parties, shall
notify the parties in writing of his/her decision, stating his/her reasons for
such decision and separately listing his/her findings of fact and conclusions
of law.  The arbitrator shall not have power to amend or add to this Agreement
or, if involved, the REMVEC II Agreement.  Subject to such limitation, the
decision of the arbitrator shall be final and binding on all parties except
that any party may petition to a court of competent jurisdiction for review of
any conclusions of law.  The decision of the arbitrator shall determine and
specify how the expenses of the arbitration shall be allocated among the
parties.


ARTICLE XII.  Successors and Assigns
            ----------------------

     This Agreement shall inure to the benefit of and shall be binding upon
the parties hereto and their respective successors and assigns.  No party may
transfer or assign this Agreement in whole or in part, without the prior
written consent of the others; provided, however, NEP may transfer and assign
all or a portion of this Agreement, without such prior written consent, to any
wholly owned subsidiary of New England Electric System.


ARTICLE XIII.  Notices
             -------

     Any notice required or permitted to be given hereunder shall be given in
writing and shall be delivered (i) in person, (ii) by registered mail, or
(iii) by telecopy, addressed to NEP at:

          New England Power Company
          25 Research Drive
          Westborough, Massachusetts 0l582
          Telecopy:  508-389-3129
          Attn: Chief System Dispatcher


<PAGE>
and addressed to the REMVEC II Executive Committee Chairperson and all
Participants at addresses to be maintained on a current basis by the Secretary
of the REMVEC II Executive Committee under the REMVEC II Agreement.  REMVEC II
shall cause the Secretary of its Executive Committee to provide all parties to
this Agreement with a current list of all such addresses upon any party's
request.

     NEP, upon any change of its address as above set forth, shall promptly
notify the other parties in writing and from and after the giving of such
notice the address therein specified shall be deemed to be the address of NEP
for the giving of notices hereunder.


ARTICLE XIV.  Applicable Law
            --------------

     This Agreement is made in and shall be governed by and interpreted in
accordance with the laws of The Commonwealth of Massachusetts.


ARTICLE XV.  Compliance With Law
           -------------------

     The parties hereto shall comply strictly with all applicable statutes,
ordinances, rules, regulations, permits and orders lawfully imposed by any
governmental authority on any activity of the parties hereunder, and this
Agreement is made subject to all such applicable statutes, ordinances, rules,
regulations, orders, and permits in effect now or in the future.


ARTICLE XVI.  Miscellaneous
            -------------

     The headings in this Agreement are provided for convenience of reference
only and are not to be considered a part of this Agreement for any other
purpose.

     All amendments to this Agreement shall be in writing signed by the duly
authorized representative(s) of the parties.  This Agreement constitutes the
entire understanding of the parties and there are no representations,
understandings or agreements, oral or written, that are not included herein.
Should any provision of this Agreement be held invalid, such provision shall
be considered severable and such invalidity shall not affect the remainder of
the provisions herein.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed effective as of the date first above written.


New England Power Company     Rhode Island, Eastern Massachusetts,
                               Vermont Energy Control II

    /s/ Jeffrey D. Tranen          /s/ Roger W. Bacon
By:                                By:
    Its:                           Chairman, REMVEC II
                                      Executive Committee


<PAGE>
ACCEPTED AND AGREED:

BOSTON EDISON COMPANY

     /s/ Robert A. Ruscitto                          2/16/96
By                                                  Date


BLACKSTONE VALLEY ELECTRIC COMPANY
EASTERN EDISON COMPANY
MONTAUP ELECTRIC COMPANY
NEWPORT ELECTRIC CORPORATION
     Subsidiaries of EASTERN UTILITIES ASSOCIATES

     /s/ Kevin A. Kirby                               2/16/96
By                                                   Date


NEW ENGLAND POWER COMPANY
GRANITE STATE ELECTRIC COMPANY
MASSACHUSETTS ELECTRIC COMPANY
THE NARRAGANSETT ELECTRIC COMPANY
     Subsidiaries of NEW ENGLAND ELECTRIC SYSTEM

     /s/ R. P. Sergel                                  5/1/96
         Jeffrey D. Tranen                             4/8/96
By                                                    Date


CAMBRIDGE ELECTRIC LIGHT COMPANY
COMMONWEALTH ELECTRIC COMPANY
CANAL ELECTRIC COMPANY
     Subsidiaries of COMMONWEALTH ENERGY SYSTEM

     /s/ James J. Keane                                2/15/96
By                                                     Date


FITCHBURG GAS AND ELECTRIC LIGHT COMPANY

     /s/ David Foote                                   4/5/96
By                                                      Date


VERMONT ELECTRIC POWER COMPANY, INC.

By:  VERMONT ELECTRIC POWER COMPANY, INC.

     For itself and as agent for the following Vermont electric utilities who
have joined with it as a single participant under the terms of the NEPOOL
Agreement :

     BARTON VILLAGE, INC.
     CITY OF BURLINGTON ELECTRIC DEPARTMENT
     CENTRAL VERMONT PUBLIC SERVICE CORPORATION
     CITIZENS UTILITIES COMPANY
     VILLAGE OF ENOSBURG FALLS WATER AND LIGHT DEPARTMENT
     GREEN MOUNTAIN POWER CORPORATION
     TOWN OF HARDWICK ELECTRIC DEPARTMENT
     VILLAGE OF HYDE PARK, INC.
     VILLAGE OF JACKSONVILLE ELECTRIC COMPANY
     VILLAGE OF JOHNSON ELECTRIC LIGHT DEPARTMENT
     VILLAGE OF LUDLOW ELECTRIC LIGHT DEPARTMENT
     VILLAGE OF LYNDONVILLE ELECTRIC DEPARTMENT
     VILLAGE OF MORRISVILLE WATER AND LIGHT DEPARTMENT
     VILLAGE OF NORTHFIELD ELECTRIC DEPARTMENT

<PAGE>
     VILLAGE OF ORLEANS ELECTRIC DEPARTMENT
     VILLAGE OF READSBORO ELECTRIC LIGHT DEPARTMENT
     ROCHESTER ELECTRIC LIGHT AND POWER COMPANY
     VILLAGE OF STOWE WATER AND LIGHT DEPARTMENT
     VILLAGE OF SWANTON
     VERMONT ELECTRIC GENERATION & TRANSMISSION
                              COORPERATIVE, INC.
     VERMONT MARBLE POWER DIVISION OF OMYA, INC.
     VERMONT PUBLIC POWER SUPPLY AUTHORITY
     WASHINGTON ELECTRIC COOPERATIVE, INC.

     /s/                                           2/23/96
By                                             Date
              Vice President


ASHBURNHAM MUNICIPAL LIGHT DEPARTMENT

     /s/ Thomas E. Lewis                           8/2/96
By                                              Date


TOWN OF BOYLSTON MUNICIPAL LIGHT DEPARTMENT

     /s/ H. Bradford White
By                                               Date


TOWN OF BRAINTREE ELECTRIC LIGHT DEPARTMENT

     /s/ Walter R. McGrath                          3/15/96
By                                                Date


TOWN OF DANVERS ELECTRIC DEPARTMENT

     /s/ Wayne P. Marquis                            5/9/96
By                                                Date


TOWN OF GEORGETOWN MUNICIPAL LIGHT DEPARTMENT

     /s/ Wayne Snow                                  Aug 5, 1996
By                                                Date


TOWN OF GROTON ELECTRIC LIGHT DEPARTMENT

     /s/ Roger H. Beeltje                            3/14/96
By                                                Date


HINGHAM MUNICIPAL LIGHTING PLANT

     /s/ Joseph F. Spadea Jr.                        3/12/96
By                                                 Date

HOLDEN MUNICIPAL LIGHT DEPARTMENT

     /s/ Edla Ann Bloom                            August 7, 1996
By                                            Date



<PAGE>
HUDSON LIGHT AND POWER DEPARTMENT

     /s/ Anthony J. Monteiro                      9/30/96
By                                            Date


TOWN OF HULL MUNICIPAL LIGHTING PLANT

     /s/                                          9/4/96
By                                             Date


TOWN OF IPSWICH MUNICIPAL ELECTRIC DEPARTMENT

     /s/ Donald R. Stone Sr.                      7/31/96
By                                             Date


LITTLETON ELECTRIC LIGHT DEPARTMENT

     /s/ Savas C. Danos                           7/30/96
By                                             Date


TOWN OF MANSFIELD MUNICIPAL ELECTRIC DEPARTMENT

     /s/ John Larch                               9/27/96
By                                             Date


MARBLEHEAD MUNICIPAL LIGHT DEPARTMENT

     /s/ Robert V. Jolly Jr.                      4/2/96
By                                              Date


MIDDLEBOROUGH MUNICIPAL GAS AND ELECTRIC DEPARTMENT

     /s/ John W. Dunfey                           10/4/96
By                                              Date


TOWN OF MIDDLETON MUNICIPAL LIGHT DEPARTMENT

     /s/ William E. Kelley                        Oct 15, 1996
By                                              Date


TOWN OF NORTH ATTLEBOROUGH ELECTRIC DEPARTMENT

     /s/ David I. Sweetland                       3/25/96
By                                              Date


PASCOAG FIRE DISTRICT

     /s/ Albert Palmisciano                       8/5/96
By                                              Date


PAXTON MUNICIPAL LIGHT DEPARTMENT

     /s/ Harold L. Smith          Mgr                   08/01/96
By                                              Date



<PAGE>
PEABODY MUNICIPAL LIGHT PLANT

     /s/ Bruce P. Patten                           3/15/96
By                                              Date


PRINCETON MUNICIPAL LIGHT DEPARTMENT

     /s/ Sharon A. Staz                            3/21/96
By                                              Date


TOWN OF READING MUNICIPAL LIGHT DEPARTMENT

     /s/ Leonard D. Rucker                         August 23, 1996
By                                              Date


ROWLEY MUNICIPAL LIGHT PLANT

     /s/ G. Robert Merry                           April 18, 1996
By                                              Date


SHREWSBURY'S ELECTRIC LIGHT PLANT

     /s/ Thomas R. Josie                           5/21/96
By                                              Date


STERLING MUNICIPAL ELECTRIC LIGHT PLANT

     /s/ John Kilgo Jr.                            6/18/96
By                                              Date


TAUNTON MUNICIPAL LIGHTING PLANT

     /s/ Joseph M. Blain                           3/21/96
By                                             Date


TEMPLETON MUNICIPAL LIGHTING PLANT

     /s/ Gerald Skelton                            11/22/96
By                                             Date


TOWN OF WAKEFIELD MUNICIPAL LIGHT DEPARTMENT

     /s/ William J. Wallace                        7/26/96
By                                             Date


WEST BOYLSTON MUNICIPAL LIGHTING PLANT

     /s/ John Scirpoli                             5/1/96
By                                             Date


<PAGE>
                            APPENDIX A
                                 ----------


<PAGE>
                            APPENDIX B
                                 ----------



<PAGE>
                            APPENDIX C
                                 ----------



<PAGE>
                            APPENDIX D
                                 ----------