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                                                                   Exhibit 10.39

                                                              Execution Original
                                                                           No. 2

                      AMENDED AND RESTATED LEASE AGREEMENT


                     INDUSTRIAL NATIONAL LEASING CORPORATION
                                                    Lessor


                                       and


                               BOSTON GAS COMPANY
                                                    Lessee


                           Dated as of April 30, 1999


There are two fully executed originals of this Amended and Restated Lease
Agreement marked "Execution Original No. 1" and "Execution Original No. 2" in
the top right hand corner hereof, each of which originals is fully enforceable
by the parties hereto and their permitted successors and assigns, provided,
however, that only "Execution Original No. 1" shall be considered "chattel
paper" as defined in Chapter 106, Section 9-105(1)(b) of the Massachusetts
General Laws, as amended from time to time.
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      AMENDED AND RESTATED LEASE AGREEMENT, dated as of April 30, 1999
("Lease"), between INDUSTRIAL NATIONAL LEASING CORPORATION, a Massachusetts
corporation (herein, together with any corporation succeeding thereto by
consolidation, merger or acquisition of its assets substantially as an entirety,
called "Lessor"), having an address c/o Fleet Capital Corporation, 50 Kennedy
Plaza, 5th Floor, Providence, Rhode Island 02903, and BOSTON GAS COMPANY, a
Massachusetts corporation (herein, together with any corporation succeeding
thereto by consolidation, merger or acquisition of its assets substantially as
an entirety, called "Lessee"), having an address at One Beacon Street, Boston,
Massachusetts 02108.

      The parties hereto hereby agree that this Amended and Restated Lease
Agreement amends and restates in its entirety that certain Lease Agreement by
and between the Lessor and Massachusetts LNG Incorporated, a Massachusetts
corporation, and a wholly owned subsidiary of Lessee (herein "MLNG"), dated as
of June 1, 1972, as supplemented or amended from time to time (the "1972 Lease
Agreement"). The parties further agree that they are entering into this Lease to
make certain substantive changes to the 1972 Lease Agreement and enter into a
new lease term of fifteen (15) years from July 1, 1999 through June 30, 2014.

      1. Lease. In consideration of the rents to be paid and the covenants to be
performed by Lessee pursuant hereto, Lessor leases to Lessee, and Lessee leases
from Lessor, the property consisting of (i) the Lessor's interest under the
Easement Agreements in the parcels of Land described in Schedule A hereto
(collectively the "Land Parcels" and individually each a "Land Parcel"), (ii)
the machinery, pipes, tanks, appliances, parts, instruments, valves, meters,
connections and accessories and other equipment constituting the two liquefied
natural gas facilities more particularly described in Schedule B hereto
installed in, on, upon, under or over


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the Land Parcels (such machinery, pipes, tanks, appliances, parts, instruments,
valves, meters, connections and accessories and other equipment herein, together
with all repairs and replacements thereof and modifications thereto, called the
"Equipment"), (iii) all foundations, dikes, pilings and buildings located on or
in the Land Parcels, and (iv) all other easements, rights and appurtenances
relating thereto.

      2. Certain Definitions. (a) The term "Approved Lien" means any lien on or
security interest in the Leasehold Estates in connection with which the Lessee
has consented in writing to an assignment of Lessor's rights under this Lease.

      (b) The term "Commonwealth Licenses" means the licenses issued by the
Commonwealth of Massachusetts permitting the respective owners of the Lynn Land
Parcel and the Salem Land Parcel to fill and build thereupon.

      (c) The term "Easement Agreements" means the Lynn Easement Agreement and
the Salem Easement Agreement, collectively, and the term "Easement Agreement"
means either of the Easement Agreements, individually.

      (d) The term "Ground Owner" means Lessee, as successor-in-interest to Lynn
Gas Company, as grantor, under the Lynn Easement Agreement or MLNG, as grantor,
under the Salem Easement Agreement, as the case may be, together with each such
grantor's successors and assigns.

      (e) The term "Leased Properties" means the Lynn Leased Property and the
Salem Leased Property, collectively, and the term "Leased Property" means either
of the Leased Properties, individually.


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      (f) The term "Leasehold Estates" means the estate, right, title and
interest of the Lessor in the Leased Properties, collectively, and the term
"Leasehold Estate" means either of the Leasehold Estates, individually.

      (g) The term "Lessor's Cost" has the meaning set forth in Schedule C
hereto.

      (h) The term "Lynn Easement Agreement" means the easement agreement dated
as of June 1, 1972 between Lynn Gas Company and Lessor covering the Lynn Land
Parcel, as amended by an Amendment to Declaration of Easement dated of even date
herewith, the rights and obligations of Lynn Gas Company under such easement
having been assumed by Lessee.

      (i) The term "Lynn Land Parcel" means the Land Parcel located in Lynn,
Massachusetts.

      (j) The term "Lynn Leased Property" means the property described in
clauses (i) through (iv) of paragraph 1 located in Lynn, Massachusetts,
excluding the Lynn Liquefaction Equipment, unless the Lynn Liquefaction
Equipment is expressly included for purposes of a particular term or provision
of this Lease.

      (k) The term "Lynn Liquefaction Equipment" means that portion of the
"Equipment" (as such term was defined in the 1972 Lease Agreement) located on
the Lynn Land Parcel designed to convert (at a rate of 7.4 MMcf/day) pipeline
natural gas into liquid suitable for storage in liquefied natural gas storage
tanks, vessels, or carriers, including but not limited to, the liquefied natural
gas storage tank located on the Lynn Land Parcel.

      (l) The term "Salem Easement Agreement" means the easement agreement dated
as of October 17, 1972 between MLNG and Lessor covering the Salem Land Parcel,
as amended by an Amendment to Declaration of Easement dated of even date
herewith.


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      (m) The term "Salem Land Parcel" means the Land Parcel located in Salem,
Massachusetts.

      (n) The term "Salem Leased Property" means the property described in
clauses (i) through (iv) in paragraph 1 located in Salem, Massachusetts.

      (o) The term "Stipulated Loss Value" has the meaning set forth in Schedule
C hereto.

      3. Term. Subject to the provisions of this Lease, Lessee shall have and
hold the Lynn Leased Property for a term beginning on June 1, 1972 and ending at
midnight on June 30, 2014 and the Salem Leased Property for a term beginning on
October 19, 1972 ("Second Closing Date") and ending at midnight on June 30,
2014.

      4. Rent. Lessee covenants to pay to Lessor, at Lessor's address as set
forth above or at such other place or to such other person as Lessor may
designate, as rent ("Rent") for the Leased Properties in immediately available
funds (i) for the period commencing on the beginning date of the term of this
Lease and ending June 30, 1972 with respect to the Lynn Leased Property an
amount equal to 8.65% per annum of the Lessor's Cost of the Lynn Leased
Property, on July 1, 1972, (ii) for the period beginning on July 1, 1972 and
ending on December 31, 1972 with respect to the Lynn Leased Property an amount
equal to 3.72820% (subject to adjustment as may be mutually agreed upon by the
Lessor and the Lessee from time to time, provided, however, in no event shall
such adjustment result in an amount less than $392,000.00) of Lessor's Cost of
the Lynn Leased Property, on July 1, 1972, (iii) for the period commencing on
the Second Closing Date and ending on December 31, 1972 with respect to the
Salem Leased Property (in the event that this Lease shall be supplemented by a
Lease Supplement to include the Salem Leased Property) an amount equal to
3.83355% (subject to adjustment as may be


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mutually agreed upon by the Lessor and the Lessee from time to time, provided,
however, in no event shall such adjustment result in an amount less than
$179,000.00) of Lessor's Cost of the Salem Leased Property less an amount for
the period commencing July 1, 1972 and ending on the Second Closing Date equal
to 8.25% per annum of the Lessor's Cost of the Salem Leased Property, on the
Second Closing Date, (iv) for the period beginning January 1, 1973 and ending
June 30, 1997 with respect to the Lynn Leased Property and (in the event that
this Lease shall be supplemented by a Lease Supplement to include the Salem
Leased Property) the Salem Leased Property an amount equal to 3.76053% (subject
to adjustment as may be mutually agreed upon by the Lessor and the Lessee from
time to time, provided, however, in no event shall any such adjustment result in
the payment of any installment of Rent payable during the term of this Lease of
less than $392,00.00 (in the event that this Lease shall not be supplemented by
a Lease Supplement to include the Salem Leased Property) or $571,000.00 (in the
event that the Lease shall be so supplemented)) of Lessor's Cost of the Lynn
Leased Property, and (in the event that this Lease shall be supplemented by a
Lease Supplement to include the Salem Leased Property) the Salem Leased Property
in advance on January 1, 1973 and on the first day of each July and January
thereafter to and including January 1, 1997, (v) for the period July 1, 1997
through June 30, 1999 the amount of $2,346,216, due and payable on the date
hereof by Lessee (which amount, together with an additional payment of
$1,500,000 from the Lessee is being paid to Lessor contemporaneously with the
execution of this Lease, as additional consideration for Lessor's willingness to
enter into an additional lease term of fifteen (15) years from July 1, 1999
through June 30, 2014 in accordance with the terms hereof, provided, however,
that such amounts shall constitute an irrevocable payment by Lessee on the date
of this Lease, and Lessee


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shall have no claim for any credit for such amounts if this Lease is terminated
prior to June 30, 2014 pursuant to paragraphs 14, 15, 17 or 21 hereof), (vi) for
the period July 1, 1999 through June 30, 2002, six (6) consecutive, equal,
semi-annual installments of Rent in advance in the amount of $586,544 each,
commencing with a semi-annual payment on July 1, 1999, and continuing on the
first day of each July and January thereafter to and including January 1,2002,
and (vii) for the period July 1, 2002 through June 30, 2014, twenty-four (24)
consecutive, equal, semi-annual installments of Rent in advance in the amount of
$792,000 each, commencing with a semi-annual payment on July 1, 2002, and
continuing on the first day of each July and January thereafter to and including
January 1, 2014 (collectively all of the foregoing dates for payment of Rent are
referred to as "Rent Payment Dates"). Lessee agrees to pay, upon demand,
interest of 9.25% per annum on all overdue installments of Rent, from the due
date thereof until paid in full.

      5. Other Charges. Lessee covenants to pay when and as the same shall
become due and payable without a penalty, all amounts which Lessee has herein
assumed or agreed to pay and every fine, penalty, interest and cost which may be
added thereto for non-payment or late payment thereof. Lessee may pay such
amounts directly to the persons entitled thereto and Lessor agrees to give
Lessee prompt notice of the receipt by Lessor of notice of the failure to make
any such payment. In case of any failure by Lessee to pay any such amount,
Lessor shall have all the same rights, powers and remedies provided for herein
or by law as in the case of failure to pay Rent.

      6. Taxes; Compliance with Law. (a) Lessee shall, subject to the provisions
of subparagraphs 6(b) and 20(b), pay, indemnify and hold harmless the Lessor
against all taxes, assessments, fees, utility charges and rents, excises,
levies, license fees, permit fees, inspection


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fees and other governmental and similar charges (herein called "Impositions"),
general or special, ordinary or extraordinary, foreseen or unforeseen, of every
character, which may be levied or assessed against, or imposed on or in respect
of(i) the Leased Properties or the Leasehold Estates or any portion of either
thereof, (ii) Rent or any other amounts payable by Lessee hereunder, (iii) this
Lease or the Leasehold Estates hereby created, (iv) the possession, use or
occupancy, installation, construction, maintenance, repair, renewal or
modification of the Leased Properties or any portion thereof or (v) the gross
receipts received by the Lessee from the Leased Properties or the earnings
arising from the use or occupancy thereof, or which arise in respect of the use
or occupancy of the Leased Properties or any part thereof. If any Imposition may
be paid in installments, Lessee shall have the option to pay such Imposition in
installments except that each installment thereof, and any interest thereon,
must be paid prior to the expiration of the term of this Lease in effect on the
date of such levy or assessment. Lessor shall send to Lessee all bills or other
communications which it may receive with respect to the Impositions. Lessor
agrees that it will assist Lessee, upon at least 10 days' written notice, in
taking such lawful and reasonable steps, as may be proposed by Lessee, at
Lessee's cost and expense, to minimize the Impositions which are payable by
Lessee pursuant to this paragraph 6. All Impositions for the tax year in which
this Lease shall terminate or expire shall be apportioned between Lessor and
Lessee and the obligation of Lessee to pay the portion of the Impositions
allocated to the Lessee shall survive the expiration or earlier termination of
this Lease.

      (b) Nothing in this paragraph 6 shall require the payment by Lessee of (i)
any franchise, corporate, estate, inheritance, succession, transfer, income,
profits or revenue taxes of Lessor, unless such tax is in lieu of or a
substitute for any other tax or assessment upon or with


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respect to the Leased Properties which, if such other tax or assessment were in
effect, would be payable by Lessee hereunder, except that, the net extra
Massachusetts tax cost payable by Lessor in any fiscal year (based upon tax
statutes in effect with respect to such fiscal year) by reason of the fact that
Lessor is a corporation rather than a Massachusetts trust with transferable
shares will be paid by Lessee or (ii) any sales taxes incurred as a result of
any sale of the Leased Properties (except any sale to Lessee), the Leasehold
Estates or any portion of either thereof by Lessor.

      (c) Subject to the provisions of subparagraph 20(b), Lessee shall (i)
cause the Leased Properties to comply with all applicable legal requirements,
including any which require structural or extraordinary changes, and (ii)
procure, maintain and comply with all permits, licenses and other authorizations
required for any use of the Leased Properties or any part thereof then being
made, and for the proper erection, installation, operation and maintenance of
any building, structure or other improvement on the Leased Properties or any
part thereof, and comply with any instruments of record at the time in force
during the term of this Lease affecting the Leased Properties or any part
thereof. Lessor agrees to cooperate at the expense of the Lessee in making all
such filings or in taking such other steps as may be required on the part of
Lessor to comply with all such legal requirements.

      (d) Lessee shall furnish to Lessor, within 30 days after demand by Lessor,
proof of the payment of any Imposition payable by Lessee pursuant to this
paragraph 6.

      7. Net Lease: No Counterclaim or Abatement. (a) This is a net lease, and
the Rent and all other sums payable by Lessee hereunder shall, except as
otherwise expressly provided in this Lease, be paid without counterclaim,
setoff, deduction or defense and without abatement, suspension, deferment,
diminution or reduction, provided that, without in any way limiting the


                                       9
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foregoing, this provision shall not constitute a waiver of any other rights
Lessee may have by law.

      (b) Except as otherwise expressly provided in this Lease, this Lease shall
not terminate, nor shall Lessee have any right to terminate this Lease or to be
released, relieved or discharged from any obligations or liabilities under this
Lease for any reason, including, without limitations: (i) any damage to or
destruction, theft or loss of all or part of either Leased Property; (ii) any
confiscation, condemnation, requisition or other taking of all or part of either
Leased Property; (iii) any limitation, restriction, deprivation (including
eviction) or prevention of, or any interference with, any use or possession of
all or part of either Leased Property; (iv) Lessee's acquisition of ownership of
all or part of either Leased Property or either Leasehold Estate; (v) any
default or other action, omission or breach by Lessor under this Lease or any
other agreement to which Lessor and Lessee may be parties; (vi) any claim as a
result of any other business dealings of Lessor and Lessee; (vii) the breach of
any warranty of any seller or any manufacturer of any Equipment; (viii) the
expiration or termination of or any default under either Easement Agreement;
(ix) the inadequacy, incorrectness or failure of the description of either
Leased Property or any portion thereof to demise and let the property intended
to be so leased hereby; (x) the impossibility of performance by Lessor or Lessee
or both; (xi) any action or threatened or pending action of any court,
administrative agency or other governmental authority; (xii) any defect or
failure in Lessor's title to or ownership of the Leased Properties; (xiii) the
dismantling and disposal of the Lynn Liquefaction Equipment as contemplated by
subparagraph 8(d) hereof; or (xiv) any other cause, whether similar or
dissimilar to the foregoing, any present or future law to the contrary
notwithstanding, it being the intention of the parties


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hereto that the Rent, and all other sums payable by Lessee hereunder shall be
payable in all events and that the obligations of Lessee hereunder shall be
separate and independent covenants and shall continue unaffected unless
otherwise expressly provided in this Lease, provided that, without in any way
limiting the foregoing, this provision shall not constitute a waiver of any
other rights Lessee may have by law.

      (c) Lessee covenants that it will remain obligated under this Lease in
accordance with its terms and will take no action (except in accordance with the
provisions of paragraphs 14, 15, 17 and 18 of this Lease) to terminate, rescind
or avoid this Lease for any reason, notwithstanding the bankruptcy, insolvency,
reorganization, composition, readjustment, liquidation, dissolution, winding up
or other proceeding affecting Lessor or either Ground Owner or any assignee of
any of them or any action which may be taken with respect to this Lease by any
trustee or receiver of Lessor or either Ground Owner or of any assignee of any
of them, or by any court, provided that, without in any way limiting the
foregoing, this provision shall not constitute a waiver of any other rights
Lessee may have by law. Except as expressly provided herein, Lessee waives all
rights which may at any time exist to quit, terminate or surrender this Lease or
all or part of either Leased Property or to any abatement, deferment, diminution
or reduction of the Rent or other sums payable under this Lease, provided that,
without in any way limiting the foregoing, this provision shall not constitute a
waiver of any other rights Lessee may have by law.

      8. Title and Condition of Leased Properties. (a) The properties described
in clauses (i), (iii) and (iv) of paragraph 1 located in Lynn, Massachusetts and
Salem, Massachusetts and constituting part of the Lynn Leased Property and Salem
Leased Property, respectively, are leased subject to (i) the rights of any
parties in possession, and the existing state of the title as of


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the commencement of the term of this Lease, (ii) all applicable legal
requirements hereafter in effect and (iii) all the terms and conditions of the
Easement Agreements, without representation or warranty by Lessor. Lessee has
examined the title to the Land Parcels and has found the same satisfactory. All
rights, powers and privileges granted to Lessee under this Lease are subject to
the provisions of the Easement Agreements, and no such right, power or privilege
may be exercised or enjoyed by Lessee, and no provision or condition of this
Lease shall be operative, if and to the extent that such exercise or enjoyment
would not be permitted by, or would violate any provision of, the Easement
Agreements.

      (b) Lessee acknowledges, as of the date hereof with respect to each Leased
Property, delivery of possession of the Equipment constituting a portion of such
Leased Property to it and its acceptance and possession thereof hereunder.
Lessor makes no warranty or representation, express or implied or otherwise, in
respect of such Equipment. The Equipment is leased "as is" and Lessor does not
warrant that such Equipment is of merchantable quality or that it is fit for any
particular purpose. Lessee acknowledges that as of the date hereof it has
examined such Equipment and Lessor's title thereto and has found that same
satisfactory. So long as this Lease shall be in effect and no Event of Default
shall have occurred and be continuing, Lessor agrees that Lessee shall have the
right to enforce all warranties of the manufacturers of such Equipment and any
claims which Lessor may have against such manufacturers with respect to such
Equipment. Without in any way limiting the foregoing provision which indicates
that the Equipment is leased "as is", Lessor hereby acknowledges to Lessee that,
based solely on Lessor's actual knowledge, the Equipment (other than the Lynn
Liquefaction Equipment) is, as of the date of this Lease, in the condition
required under paragraph 10 of this Lease. The foregoing sentence


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relates to the condition of the Equipment (other than the Lynn Liquefaction
Equipment) as of the date of this Lease and shall not in any way limit Lessor's
ability to notify Lessee of the occurrence of an Event of Default and enforce
its remedies under this Lease if the Equipment (other than the Lynn Liquefaction
Equipment) is not maintained as required under paragraph 10 hereof after the
date of this Lease.

      (c) Title to the Equipment shall at all times remain in Lessor and at no
time shall title to the Equipment become vested in Lessee, except in accordance
with the provisions hereof. This is a lease only, and shall not give Lessee any
estate, right, title or interest in or to the Equipment, except the right to use
the same in accordance with the provisions hereof.

      (d) Lessee has requested that Lessor permit Lessee to dismantle and
dispose of the Lynn Liquefaction Equipment. Lessor hereby consents to Lessee's
dismantling and disposal of the Lynn Liquefaction Equipment subject however to
all of the terms and provisions of this subparagraph 8(d), the terms and
provisions of paragraph 18 hereof if Lessee exercises its end of term purchase
option, and the terms and provisions of paragraph 25 hereof if Lessee elects to
surrender the Leased Properties to Lessor at the end of the term of this Lease.
In furtherance of the foregoing, Lessor and Lessee agree that within 120 days
after the date of this Lease, Lessee at its sole cost and expense, shall arrange
for the dismantling and disposal of the Lynn Liquefaction Equipment, such
dismantling and disposal to be completed as promptly as possible and in
accordance with all governmental requirements and consistent with prudent
industry practices. In order to induce Lessor to consent to Lessee's dismantling
and disposal of the Lynn Liquefaction Equipment, Lessee hereby agrees to
indemnify Lessor from any and all liabilities incurred, or for which a claim is
made against Lessor, in connection with the dismantling and


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disposal of the Lynn Liquefaction Equipment, including, by way of illustration
and without limitation, any and all Impositions, environmental claims or
personal injury claims. The costs and expenses incurred by Lessee in dismantling
and disposing of the Lynn Liquefaction Equipment will be the sole responsibility
of Lessee and will be paid promptly by Lessee. The net salvage proceeds, if any,
from the dismantling and disposal of the Lynn Liquefaction Equipment will be
retained by Lessee. Lessor has agreed to allow Lessee to dismantle and dispose
of the Lynn Liquefaction Equipment with the express understanding that Lessor's
willingness to permit such dismantling and disposal shall in no way limit or
adversely effect: (a) Lessor's claim for the payment of a Return Adjustment
Amount, if any, as calculated under paragraph 25 hereof if the Leased Properties
are surrendered to Lessor at the end of the term of this Lease; or (b) Lessor's
right to determination of the fair market sales value of the Leased Properties
under paragraph 18 hereof as if the Lynn Liquefaction Equipment was existing on
the Lynn Land Parcel and maintained in good operating order at the time the
purchase option is exercised. Until such time as the Lynn Liquefaction Equipment
is dismantled, disposed of and removed from the Lynn Land Parcel, the Lynn
Liquefaction Equipment will be deemed to be part of the Leased Properties for
purposes of paragraphs 12, 14, 15 and 16 hereof, and Lessor shall be entitled to
receive any net condemnation or net insurance proceeds arising out of a
condemnation or casualty involving the Lynn Liquefaction Equipment. Further,
Lessee agrees and acknowledges that the Lynn Liquefaction Equipment will be
deemed to be part of the Leased Properties for purposes of paragraphs 6 and 13
of this Lease for all claims or liabilities which accrue, arise or in any way
relate to the period prior to the dismantling and disposal of the Lynn
Liquefaction Equipment.


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      9. Use of Leased Properties. (a) Lessee may occupy and use the Leased
Properties or either of them for any lawful purpose. Lessee may at any time
discontinue the use of the Leased Properties or either of them provided that
Lessee complies with the provisions of paragraph 10.

      (b) Lessor does not make any representations concerning title to the
Leased Properties, and the failure of Lessor's title to all or any part of the
Leased Properties shall not diminish the Rent, additional rent or any other sums
required to be paid by Lessee hereunder.

      (c) If and so long as Lessee shall observe and perform all covenants,
agreements and obligations required by it to be observed and performed
hereunder, any mortgage, security interest or other lien placed on either Leased
Property by Lessor shall be subject to this Lease and the rights of Lessee
hereunder.

      10. Maintenance, Modifications and Additions. (a) Lessee will maintain the
Leased Properties in good operating condition and will make all necessary
repairs, replacements and renewals thereof, whether ordinary or extraordinary,
foreseen or unforeseen. Lessee shall be entitled to the salvage value, if any,
of any items of Equipment which have been replaced pursuant to this paragraph in
connection therewith. Lessor shall not be required to make any repairs,
replacements or renewals whatsoever of the Leased Properties. All repairs,
replacements and renewals of the Leased Properties shall be the property of
Lessor and constitute part of the applicable Leased Property for all purposes of
this Lease, shall be made in a good and workmanlike manner and in compliance
with all applicable legal requirements and insurance policies and shall be free
and clear of all liens and encumbrances except any Approved Lien.


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      (b) Lessee may make modifications of and additions to either Leased
Property or any part thereof, provided that the value of such Leased Property
shall not be materially impaired thereby and such Leased Property may be
operated without impairment (and all service contracts with customers fulfilled)
independent of any such addition. All modifications of a Leased Property shall
be the property of Lessor and shall constitute part of such Leased Property for
all purposes of this Lease. All additions to a Leased Property shall be the
property of the owner thereof and shall not become property of Lessor or
constitute part of such Leased Property. All modifications and additions shall
be made in good and workmanlike manner and in compliance with all applicable
legal requirements and insurance policies and all modifications shall be free
and clear of all liens and encumbrances (except any Approved Lien).

      (c) Lessee may install, place or erect upon the Leased Properties any
machinery, furniture, trade fixtures or other personal property, and all such
personal property (but not property which is or shall become the property of
Lessor pursuant to subparagraph 10(a) or 10(b)), installed, placed or erected on
the Leased Properties by Lessee (including any additions to the Leased
Properties), whether or not attached to a Leased Property, may be removed by
Lessee or the owner thereof at any time, and all such property shall be and
remain the property of the owner thereof and shall not become the property of
Lessor or part of such Leased Property; provided, that in removing any such
property, Lessee or such owner shall repair all damage caused by such removal
and restore such Leased Property to good condition and provided further, that
the fair market value of such Leased Property will not be thereby lessened and
such removal will not impair the operation of such Leased Property. Lessee or
the owner of such personal property may encumber such personal property at any
time and from time to time, and


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Lessor, at the request of Lessee and at Lessee's expense, will from time to time
execute and deliver, or use its best efforts to cause to be executed and
delivered, to the holder or holders of any such encumbrance any instrument
reasonably requested by Lessee or any such holder which has the legal effect
of(i) waiving any right or claim of Lessor or the holder of any mortgage or
other encumbrance created by Lessor in and to such personal property and (ii)
permitting the holder or holders of such encumbrance to enter upon the Leased
Property for the purpose of removing such personal property in accordance with
the terms of this Lease or protecting its interest in such property. The
provisions of this subparagraph 10(c) shall survive the expiration or earlier
termination of this Lease.

      11. Equipment to Remain Personal Property. The parties agree that the
Equipment is personal property, and that at no time shall the Equipment become a
part of any real estate or a fixture thereto or thereon and the Equipment shall
remain personal property notwithstanding any law or custom or the provisions of
any lease, mortgage, deed to secure debt, security agreement or other instrument
applicable to such real estate.

      12. Liens. Subject to the provisions of subparagraph 20(b), Lessee will
remove and discharge all liens, encumbrances and charges upon the Leased
Properties other than this Lease, the Easement Agreements, or any lien,
encumbrance or charge existing on the date of execution and delivery of this
Lease or created by, or resulting from, any act or omission of Lessor or any
person claiming by or through Lessor.

      13. Indemnification by Lessee. (a) Lessee covenants to pay, and to
protect, indemnify and hold Lessor harmless from and against, all liabilities,
losses, damages, costs, expenses (including, without limitation, attorneys' fees
and expenses), claims, demands or


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judgments arising from (i) injury to or the death of any person or damage to
property on, or growing out of or connected with the occupancy, use or condition
of, either Leased Property, (ii) violation of any provisions of this Lease,
(iii) violation by Lessee of any contract or agreement to which Lessee is a
party or of any restriction or legal requirement, in each case affecting either
Leased Property or the ownership, occupancy or use thereof, or (iv) any contest
permitted by subparagraph 20(b). The obligations and liabilities of Lessee under
this subparagraph 13(a), actual or contingent, which arise on or before the
expiration or earlier termination of this Lease, shall survive the expiration or
earlier termination of this Lease.

      (b) Lessor shall notify Lessee in writing within 20 days after Lessor
shall have received notice of any claim against Lessor in respect of which such
indemnity may be sought. The omission of Lessor so to notify Lessee of any such
claim shall relieve Lessee from any liability which it may have to Lessor on
account of the indemnity agreement contained in this paragraph 13 (unless Lessee
shall have had actual knowledge of such claim within or prior to such 20 day
period) but only if Lessor shall have actually received notice of such claim,
and, if Lessor shall have received notice of such claim, only to the extent that
such failure to notify Lessee shall adversely affect Lessee's rights with
respect to such claim. In case any such claim shall be made against Lessor,
Lessee shall be entitled to participate in (and, to the extent that it shall
wish, to direct) the investigation of or defense against such claim, or both, at
Lessee's own expense. The agreement contained in this paragraph 13 covers only
costs, expenses, claims, losses, damages or liabilities to which Lessor, either
Leased Property or either Leasehold Estate may become subject by virtue of
applicable law; and it does not cover any situation where the cost, expense,
loss, claim, damage or liability results from any consent or admission on the
part


                                       18
<PAGE>

of Lessor or a voluntary payment or settlement by Lessor without written consent
of Lessee. Notice by publication or filing shall not, for purposes of this
subparagraph 13(b), be deemed to constitute actual receipt of notice by Lessor.
Lessor agrees, at the request and expense of Lessee, to cooperate in the making
of the investigation and defense of any claim and to assert any or all of the
rights and privileges and defenses which may be available to Lessor.

      14. Condemnation. (a) Subject to the rights of Lessee hereinafter set
forth in this paragraph 14, Lessee hereby assigns to Lessor any award to which
Lessee may become entitled by reason of any condemnation, requisition or other
taking of either Leased Property or any portion thereof by any governmental
authority. Lessee may, subject to the approval of Lessor, appear on behalf of
Lessor in any such proceedings to negotiate, accept, file and prosecute any
claim for any such award, and to collect and receipt for any such award.
Notwithstanding any other provision of this paragraph 14, awards referred to in
this paragraph 14 for which a specific application is provided in the Easement
Agreement relating to such Leased Property (other than a payment over to the
grantee thereunder) shall be applied as herein provided. Lessee shall pay all
fees, costs and other expenses which may become payable as a result of or in
connection with the subject matter of this paragraph 14. The entire award, if
any, less any expenses incurred by Lessor in collecting such award is herein
called the "Net Award."

      (b) If (i) the Leased Properties, or either of them (the "Taken Property")
or any portion thereof is condemned or taken or permanently requisitioned, in or
by condemnation or other action of a governmental authority, or any governmental
authority issues any order or decree requiring the termination of the operations
then being conducted by Lessee on the Taken Property, or (ii) less than the
entire Taken Property shall have been so condemned, taken or


                                       19
<PAGE>

requisitioned or the operations then being conducted by Lessee thereon shall
have been so ordered to be reduced and Lessee shall determine that the Taken
Property as a result thereof is unsuitable for continued use in the business
operations of Lessee, then Lessee shall, within 120 days after such occurrence,
give notice to Lessor of Lessee's intention to either terminate this Lease with
respect to the Taken Property only or to terminate this Lease in its entirety.
Such notice shall (i) specify a termination date occurring at least 60 days
after the date on which such notice is given, (ii) contain a certification by
the president or a vice president of Lessee that the conditions precedent to
such termination have occurred, and (iii) contain the irrevocable offer of
Lessee to purchase the Leasehold Estate with respect to the Taken Property or
both Leasehold Estates, as the case may be, and the Net Award, if any, on such
termination date, at the purchase price therefor determined, subject to the
provisions of paragraph 17 to be the Stipulated Loss Value in accordance with
Schedule C. If Lessor shall reject such offer to purchase by notice given to
Lessee not later than the 40th day prior to such termination date, this Lease
shall terminate as to the Leased Property with respect to the Taken Property or
in its entirety as the case may be, on such termination date, except with
respect to obligations and liabilities of Lessee under this Lease, actual or
contingent, which have arisen on or prior to such date. The failure by Lessor to
accept or reject such offer on or before the 40th day prior to such termination
date shall constitute the acceptance by Lessor of such offer. Upon any partial
termination of this Lease, Lessor will execute any instruments deemed necessary
by Lessee to evidence such partial termination. If Lessor shall have accepted
such offer to purchase, Lessor shall, on such termination date, transfer and
convey the remaining portion of the Leasehold Estate with respect to the Taken
Property or both Leasehold Estates, as the case may be, if any, to Lessee or its


                                       20
<PAGE>

designee upon the terms and provisions of paragraph 17, and Lessor shall assign
to Lessee or its designee all of its right, title and interest in and to the Net
Award, against payment by Lessee of the purchase price therefor as set forth
above, together with all installments of Rent payable up to and including the
day prior to such termination date and all other sums then due and payable under
this Lease to and including such termination date. In the event of the partial
or entire termination of this Lease pursuant to this subparagraph (b), and if
Lessee shall have purchased the Leasehold Estate with respect to the Taken
Property or both Leasehold Estates, as the case may be, pursuant to this
subparagraph (b) and Lessor shall have received the said purchase price
therefor, Lessee or its designee shall be entitled to the entire Net Award. In
the event of the termination of this Lease pursuant to this subparagraph (b),
and if Lessee shall not have purchased the Leasehold Estate with respect to the
Taken Property or both Leasehold Estates, as the case may be, pursuant to this
subparagraph (b), Lessor shall be entitled to the entire Net Award.

      (c) Upon any temporary requisition of the Taken Property or after any
other occurrence of the character described in subparagraph 14(a), if Lessee
shall not be required by subparagraph 14(b) to give notice of termination or if
Lessee does not make a determination of the character referred to in
subparagraph 14(b) within the time permitted by subparagraph 14(b), then (i)
this Lease shall continue in effect without abatement of any Rent or other
amounts payable by Lessee hereunder and (ii) Lessee shall, promptly after any
such occurrence (A) repair and restore the Taken Property in conformity with the
requirements of paragraph 10, to the extent necessary and practicable to restore
the Taken Property to the condition and market value thereof immediately prior
to such occurrence, subject (in the case of a temporary requisition) to ordinary


                                       21
<PAGE>

wear and tear, or (B) with respect to the Equipment, replace any condemned,
requisitioned or taken Equipment with other equipment of similar type having a
fair market value and estimated useful life of not less than that of the
replaced Equipment immediately prior to such occurrence. Lessee shall be
entitled to receive the Net Award payable in connection with any such taking,
but such payment shall be made only against certificates of Lessee, signed by
the president or a vice president of Lessee, delivered to Lessor from time to
time as such repair, restoration and replacement progresses or is completed,
each such certificate (i) describing such repair, restoration and replacement
for which Lessee is requesting payment, (ii) the cost incurred by Lessee in
connection therewith, (iii) stating that Lessee had not theretofore received
payment for such repair, restoration and replacement and (iv) stating that as of
the date thereof there does not exist an Event of Default or any event which but
for the further requirement that notice be given or time elapse, or both, would
constitute an Event of Default. If there shall have been a temporary
requisition, or if any other occurrence described in this subparagraph 14(c)
shall have happened, any proceeds of such Award remaining after the final
payment has been made for such repair, restoration and replacement shall be
retained by Lessor and Lessor shall promptly notify Lessee of the amount of such
remaining proceeds, and thereafter (i) the Stipulated Loss Value Schedule for
the Taken Property shall be recalculated and reduced by the amount of such
proceeds so retained by Lessor and (ii) each installment of Rent payable during
the term of this Lease on and after the first Rent Payment Date occurring six
months or more after the notification by Lessee to Lessor of the completion of
such repair, restoration or replacement shall be reduced by an amount determined
by multiplying the Rent by a fraction, the numerator of which fraction shall be
the amount of such proceeds so retained by Lessor and the denominator


                                       22
<PAGE>

of such fraction shall be the Stipulated Loss Value of both Leasehold Estates on
the date of such final payment immediately prior to giving effect to said
recalculation and reduction of the Stipulated Loss Value Schedule. If the cost
of any repairs required to be made by Lessee pursuant to this subparagraph 14(c)
shall exceed the amount of such Net Award, the deficiency shall be paid by
Lessee. Pending the disbursement of the Net Award the same shall, if Lessee so
elects, be invested and reinvested in (i) obligations issued or guaranteed by
the United States or by any person acting as an instrumentality of the United
States, provided that such obligations are rated for investment purposes at not
less than "A" by Moody's Investors Service or Standard & Poor's Corp., (ii)
commercial or finance company paper that is rated "prime" by the National Credit
Office; (iii) bankers acceptances drawn on and accepted by, or certificates of
deposit issued by, any bank or trust company having total assets in excess of
$25,000,000; or (iv) repurchase agreements fully secured by any of the
foregoing. Such investments shall be made by Lessor as directed and designated
by Lessee and approved by Lessor, which approval shall not be unreasonably
withheld. Income from such investments shall become part of the Net Award.

      (d) For the purposes of this Lease, all amounts payable pursuant to any
agreement with any condemning authority which has been made in settlement of or
under threat of any condemnation or other eminent domain proceedings affecting
the Leased Property shall be deemed to constitute an award made in such
proceeding.

      15. Casualty. (a) If the Leased Properties or either of them (the "Damaged
Property") or any part thereof shall be damaged or destroyed by fire or other
casualty, and if the estimated cost of restoring, replacing and repairing the
same shall exceed $50,000, Lessee shall promptly notify Lessor thereof. Lessee
may, subject, in the event such estimated cost of restoring,


                                       23
<PAGE>

replacing and repairing shall exceed $50,000, to the approval of the Lessor,
appear on behalf of Lessor to negotiate, accept, file and prosecute any claim
for any insurance proceeds or other payment, and to collect and receipt for any
such proceeds or payment, provided that Lessor may at its discretion, but at the
cost and expense of Lessee, join in any such claim.

      (b) Without limiting the foregoing, if (i) the Damaged Property is totally
or substantially damaged or destroyed due to fire or other casualty and (ii)
Lessee shall determine that the Damaged Property is unsuitable for continued use
in the business operations of Lessee, then Lessee shall give notice to Lessor,
within 120 days after the occurrence of such damage or destruction, of Lessee's
intention to either terminate this Lease with respect to the Damaged Property
only or to terminate this Lease in its entirety. Such notice shall (i) specify a
termination date occurring at least 60 days after the giving of such notice by
Lessee, (ii) contain a certification by the president or a vice president of
Lessee that the conditions precedent to such termination have occurred, (iii)
contain the irrevocable offer of Lessee to purchase the Leasehold Estate with
respect to the Damaged Property or both Leasehold Estates, as the case may be,
on such termination date at a purchase price which shall equal the Stipulated
Loss Value thereof determined, subject to the provisions of paragraph 17, in
accordance with Schedule C. If Lessor shall reject such offer to purchase by
notice given to Lessee not later than the 40th day prior to such termination
date, this Lease shall terminate as to the Leased Property with respect to the
Damaged Property or in its entirety, as the case may be, on such termination
date, except with respect to obligations and liabilities of Lessee under this
Lease, actual or contingent, which have arisen on or prior to such date. The
failure by Lessor to accept or reject such offer on or before the 40th day prior
to such termination date shall constitute the acceptance by Lessor of such


                                       24
<PAGE>

offer. Upon any partial termination of this Lease, Lessor will execute any
instruments deemed necessary by Lessee to evidence such partial termination. If
Lessor shall have accepted such offer to purchase, Lessor shall, on such
termination date, transfer and convey the Leasehold Estate with respect to the
Damaged Property or both Leasehold Estates, as the case may be, and pay over or
assign all rights to receive the proceeds of any insurance payable in connection
with such damage or destruction to Lessee or its designee upon the terms and
provisions set forth in paragraph 17, against payment by Lessee of the purchase
price therefor as set forth above, together with all installments of Rent
payable up to and including the day prior to such termination date and all other
sums then due and payable under this Lease to and including such termination
date.

      (c) If Lessee shall not be required by subparagraph 15(b) to give notice
of termination or if Lessee does not make a determination of the character
referred to in subparagraph 15(b) within the time permitted by subparagraph
15(b), then (i) this Lease shall continue in effect without abatement of any
Rent or other amounts payable by Lessee hereunder, and (ii) Lessee shall,
promptly after any such occurrence (A) repair and restore the Damaged Property
in conformity with the requirements of paragraph 10, to the extent necessary and
practicable to restore the Damaged Property to the condition and market value
thereof immediately prior to such occurrence and (B) with respect to the
Equipment, replace any damaged or destroyed Equipment with other equipment of
similar type having a fair market value and estimated useful life of not less
than that of the replaced Equipment immediately prior to such occurrence. If the
entire amount of any insurance proceeds payable as a result of any damage or
destruction shall not exceed $50,000, then such proceeds shall be payable to the
Lessee. If the entire amount of


                                       25
<PAGE>

                                       26
<PAGE>

designated by Lessee and approved by Lessor, which approval shall not be
unreasonably withheld. Income from such investments shall become part of such
insurance proceeds.

      16. Insurance. (a) Lessee will, at its cost and expense, maintain
insurance of the following character:

            (i) insurance against loss by fire and lightning and insurance
      against risks customarily covered by extended coverage endorsements in
      amount sufficient to prevent Lessor or Lessee from becoming a co-insurer
      of any loss under the applicable policies, but in any event in amounts not
      less than, as determined from time to time, the sum of the Stipulated Loss
      Value of each Leasehold Estate;

            (ii) General public liability insurance in an amount and of such
      types then being carried by companies owning properties similar to each
      Leased Property, but in any event at least

      personal injury      $100,000 each individual
                           $100,000 each occurrence

      property damage      $1,000,000 each occurrence

      excess coverage      $10,000,000
      of above

provided that, so long as Lessee is, directly or indirectly, a wholly-owned
subsidiary of New England Electric System, Lessee will, at its own cost and
expense, maintain in addition thereto insurance on each Leased Property of such
other type or types and/or in such greater amount or amounts as are maintained
on each Leased Property on the date of the commencement of the term of this
Lease. Such insurance shall be written by companies of recognized financial
standing which are authorized to do an insurance business in Massachusetts. Such
insurance shall name as the insured parties thereunder Lessor and Lessee as
their interests may appear.

      (b) Every insurance policy maintained pursuant to this paragraph 16 shall
bear an endorsement in favor of Lessor and loss proceeds under any such policy
shall be made payable to


                                       27
<PAGE>

Lessor. Every such policy shall provide that the issuer thereof waives all
rights of subrogation against Lessor, any Ground Owner and such holder; that 10
days' prior written notice of cancellation shall be given to such holder and
that such insurance, as to the interest of such holder, shall not be invalidated
by an act or neglect of Lessor, Lessee or any Ground Owner, nor by any
foreclosure or any other proceedings or notices thereof relating to either
Leased Property, nor by any change in the title or ownership of either Leased
Property, nor by occupation of either Leased Property for purposes more
hazardous than are permitted by such policy.

      (c) Lessee shall deliver to Lessor, promptly after execution and delivery
of this Lease, original or duplicate policies, or certificates of insurers,
evidencing all the insurance which is then required to be maintained by Lessee,
and Lessee shall, not later than 30 days prior to the expiration of any such
insurance, deliver other original or duplicate policies or certificates of the
insurers evidencing the renewal of such insurance.

      (d) Lessee shall not obtain or carry separate insurance concurrent in form
or contributing in the event of loss with that required in this paragraph 16 to
be furnished by Lessee unless Lessor is included therein as a named insured,
with loss payable as in this Lease provided. Lessee shall immediately notify
Lessor whenever any such separate insurance is obtained and shall deliver to
Lessor the policy or policies or certificates evidencing the same.

      17. Purchase by Lessee. (a) In the event of the purchase of either or both
Leasehold Estates and any Net Award by Lessee pursuant to any provision of this
Lease, Lessor, shall not be obligated to give any better title thereto than
existed at the commencement of the term of this Lease, (excluding any title to
the Lynn Liquefaction Equipment) and Lessee shall accept such title, subject,
however, to all liens, encumbrances, charges, exceptions and restrictions
attaching


                                       28
<PAGE>

thereto after the commencement of the term of this Lease which have not been
created by any act or omission of Lessor or any person claiming by or through
Lessor, and to all applicable laws, rules, regulations, ordinances and
restrictions then in effect, but free of the Approved Lien and any other lien
created by act of the Lessor.

      (b) On the date fixed for the purchase of either or both Leasehold Estates
and any Net Award by Lessee pursuant to any provision of this Lease, Lessee
shall pay to Lessor, in lawful money of the United States, at its address for
purposes of this Lease or at any other place in the United States designated by
Lessor, the purchase price therefor provided for herein, any Rent then due and
unpaid and all other sums then payable by Lessee pursuant to this Lease
(including amounts due to Lessor, if any, for any portion of the then calendar
year for the period from January 1 of such year to the date of purchase of
either or both Leasehold Estates pursuant to any provision of this Lease, in
connection with the subleasing or any comparable transaction of the Leased
Properties, as contemplated by paragraph 26 hereof, herein the "Partial Year
Payment"), and furnish to the Lessor the certificate of the Lessee described in
paragraph 23 hereof, and Lessor shall thereupon deliver to Lessee a bill of sale
and other appropriate instrument or instruments of transfer, assignment and
conveyance, with covenants against acts of Lessor, which shall transfer and
convey the title described in subparagraph 17(a). If the Partial Year Payment
cannot be calculated with certainty on the date fixed for purchase, Lessee shall
pay Lessor 100% of the estimated amount of the Partial Year Payment on the date
fixed for purchase, which estimate shall be based on the best available
information (including actual available data and projections). Within 30 days
after the date fixed for purchase, Lessee agrees to provide Lessor with final
data on which the Partial Year Payment can be calculated with certainty, and


                                       29
<PAGE>

the parties hereto agree to make a final adjustment to the Partial Year Payment
based on such final data. All documents conveying title to Lessee will be held
by Lessor until the estimated or actual (if practicable) Partial Year Payment
and all other amounts set forth herein are paid to Lessor. Lessee shall also pay
all charges incident to such transfer, assignment and conveyance, including all
recording fees, title insurance premiums and federal, state and local taxes
(other than income, excess profits or franchise taxes attributable to any gain
realized by Lessor upon such transfer). Upon completion of such purchase, but
not prior thereto (regardless of the reason for any delay or inability to
complete such purchase which may occur in consummating such purchase and whether
or not such delay is due to the fault of Lessor or the inability to transfer,
assign and convey such title; provided, that if any such delay occurs, the
purchase, price payable by Lessee shall be computed as of the actual date of
such purchase), this Lease shall terminate with respect to the Leasehold Estate
or Leasehold Estates, as the case may be, so purchased.

      (c) In the event that the Lease shall be terminated as to either of the
Leased Properties in accordance with paragraph 14 or 15 or subparagraph 17(f)
each installment of Rent payable after such termination shall be an amount equal
to (a) in the case of the termination of the Lease as to the Lynn Leased
Property, 47.28704% of the applicable installments of Rent specified in
subparagraphs (vi) and (vii) of paragraph 4 hereof or (b) in the case of the
termination of the Lease as to the Salem Leased Property, 52.71296% of the
applicable installments of Rent specified in subparagraphs (vi) and (vii) of
paragraph 4 hereof.

      (d) If Lessee shall have any claim against Lessor, Lessee may offset such
claim against that portion of such purchase price which exceeds the necessary
payment or prepayment, as the case may be, and premiums, if any, of all Approved
Liens, provided, that nothing in this


                                       30
<PAGE>

subparagraph 17(d) shall in any way interfere with the payment of any Approved
Lien. The amount of such claim shall be an amount mutually agreed upon by the
Lessor and Lessee.

      (e) Lessor does not make any representations concerning title to the
Leased Properties or the validity, effectiveness or continuing effectiveness of
the Commonwealth Licenses.

      (f) If Lessee determines that the costs which it will incur in making any
modifications, alterations or additions ("Modifications") to the Leased
Properties in accordance with subparagraph 6(c) (expressly excluding any costs
or expenses incurred in dismantling and disposing of the Lynn Liquefaction
Equipment pursuant to subparagraph 8(d)) after April 30, 1999, will exceed
$7,000,000, then the Lessee may, upon 50 days' written notice made before the
Lessee has made such Modifications, purchase the Leasehold Estate with respect
to which such Modifications are required to be made, or both Leasehold Estates,
as the case may be, at a purchase price equal to the Stipulated Loss Value
thereof determined, subject to the provisions of this paragraph 17, in
accordance with Schedule C, and in such event this Lease shall terminate with
respect to such Leasehold Estate or both Leasehold Estates, as the case may be.
For the purposes of satisfying the $7,000,000 threshold, the Lessee may
aggregate all Modifications made in accordance with subparagraph 6(c)
(excluding, as noted above, those relating to the Lynn Liquefaction Equipment)
after April 30, 1999, provided that before making such Modifications, Lessee has
provided written notice to Lessor as contemplated above. Lessor's failure to
object to the nature of the expenses set forth in Lessee's notices of
Modifications as contemplated above, shall not in any way constitute Lessor's
agreement that such expenses constitute expenses properly classified as
Modifications required under paragraph 6(c) hereof.


                                       31
<PAGE>

      (g) On the date of any purchase pursuant to subparagraph 17(f), Lessor
shall transfer and convey the Leasehold Estates to Lessee or its designee, in
accordance with the provisions of this paragraph 17, against payment by the
Lessee of the purchase price therefor, together with all installments of Rent
payable up to and including the day prior to such termination date and all other
sums then due and payable under this Lease.

      18. Purchase Option. Unless an Event of Default (or other event which
after lapse of time or notice or both would become an Event of Default) shall
have occurred and be continuing, the Lessee shall have the option, at the end of
the term of this Lease, upon prior written notice delivered to Lessor at least
180 days before the end of the term of this Lease, to purchase both Leasehold
Estates on July 1, 2014 (the "Purchase Option Date"), at a purchase price equal
to the lesser of (i) the fair market sales value of both Leasehold Estates
(determined as hereinafter provided in this paragraph 18) as of the Purchase
Option Date or (ii) $6,000,000. On the Purchase Option Date, Lessor shall
transfer and convey the Leasehold Estates (expressly excluding the Lynn
Liquefaction Equipment) to Lessee or its designee, in accordance with the
provisions of paragraph 17, against payment by the Lessee of the purchase price
therefor, together with all installments of Rent payable up to and including the
day prior to such Purchase Option Date and all other sums then due and payable
under this Lease, including without limitation the estimated or actual (if
practicable) Partial Year Payment. Lessor and Lessee shall consult for the
purpose of determining the fair market sales value of the Leasehold Estates
promptly after Lessee delivers the purchase option notice contemplated above,
and any value agreed upon in writing shall constitute such fair market sales
value for the purposes of this paragraph 18. Solely for purposes of determining
the fair market sales value for purposes of this


                                       32
<PAGE>

paragraph 18, it shall be assumed (notwithstanding the fact that the Lynn
Liquefaction Equipment has been dismantled and disposed of in accordance with
subparagraph 8(d) hereof) that the Lynn Liquefaction Equipment is in place on
the Lynn Land Parcel, is part of the Leasehold Estates being conveyed, and has
been maintained in good operating condition and has all necessary permits and
approvals of any applicable governmental authority (to the extent such permits
and approvals are still obtainable for liquefaction equipment generally) such
that it is immediately operable in all respects for its original intended use.
Further, the fair market sales value of the Lynn Liquefaction Equipment will be
valued at its highest and best use, and costs of removal from the location of
current use shall not be a deduction from such value. If Lessor and Lessee fail
to agree upon such value within 90 days of the date of the purchase option
notice, Lessee may either (a) request that such value be determined by the
Appraisal Procedure, or (b) agree in writing to purchase the Leased Properties
for $6,000,000. If Lessee does not request that such value be determined by the
Appraisal Procedure, or agree in writing to purchase the Leased Properties for
$6,000,000, by the date which is 60 days prior to the Purchase Option Date, then
Lessee shall be deemed to have unequivocally and unconditionally (a) elected not
to have such fair market sales value determined by the Appraisal Procedure, and
(b) elected not to purchase the Leased Properties at the end of the term of this
Lease pursuant to this paragraph 18, and will surrender and vacate the Leased
Properties at the end of the term of this Lease as contemplated by paragraph 25
hereunder, and the "Appraisal Procedure" to determine the Return Adjustment
Amount (as defined in paragraph 25), if any, will immediately commence. If
Lessee does request that such value be determined by the Appraisal Procedure,
the purchase price shall be as set forth in the first sentence of this paragraph
18 (in no event to exceed $6,000,000, plus any


                                       33
<PAGE>

amounts contemplated by subparagraph 17(b) hereof). Lessee shall pay all costs
and expenses of any appraisal pursuant to such Appraisal Procedure. "Appraisal
Procedure" for purposes of this paragraph 18 shall mean the following procedure
for determining the fair market sales value of the Leasehold Estates: If Lessee
hereto shall have given written notice to Lessor requesting determination of
such value, the parties shall consult for the purpose of appointing a qualified
independent equipment appraiser by mutual agreement. If no such appraiser is so
appointed within five business days after such notice is given, either party may
request the American Arbitration Association to appoint such an appraiser within
20 days after such request is made, and both parties shall be bound by any
appointment so made within such 20-day period. If no such appraiser shall have
been appointed within 20 days of such request to the American Arbitration
Association or within 30 days after the original notice requesting a
determination pursuant to the Appraisal Procedure, whichever is earlier, either
party may apply to any court having jurisdiction to make such appointment, and
both parties shall be bound by any appointment made by such court. Any appraiser
appointed pursuant to the foregoing procedure shall be instructed to determine
the fair market sales value of the Leasehold Estates within 30 days after his
appointment and his determination thereof shall be final.

      19. Subletting; Assignment; Lessor's Lien. Lessee may sublet either Leased
Property or any portion thereof and Lessee may assign its interest under this
Lease provided that each sublease shall expressly be made subject to the
provisions of this Lease, and provided that any assignee shall expressly assume
all obligations of Lessee hereunder in a written instrument delivered to Lessor
promptly after such assignment. No such sublease or assignment shall affect or
reduce any obligations of Lessee or rights of Lessor hereunder, and all
obligations of Lessee


                                       34
<PAGE>

hereunder shall continue in full effect as the obligations of a principal and
not of a guarantor or surety, as though no subletting or assignment had been
made. Upon the occurrence of an Event of Default under this Lease, Lessor shall
have the right to collect and enjoy all rents and other sums of money payable
under any sublease of the Leased Property or any part thereof, and Lessee hereby
assigns such rents and money to Lessor and agrees to execute and deliver to
Lessor such additional instrument or instruments requested by Lessor more fully
to assign such rents and money to Lessor or to assist Lessor in the collection
and enjoyment thereof. Neither this Lease nor the term hereby demised shall be
mortgaged by Lessee, nor shall Lessee mortgage or pledge the interest of Lessee
in and to any sublease of either Leased Property or any portion thereof or the
rentals or any other amounts payable thereunder. Any such mortgage or pledge,
and any such sublease or assignment made otherwise than as permitted by this
paragraph 19, shall be void. Lessee shall, within 20 days after the execution
and delivery of any such sublease or assignment deliver a conformed copy thereof
to Lessor.

      20. Advances by Lessor; Permitted Contests. (a) If Lessee shall fail to
make or perform any payment or act on its part to be made or performed under
this Lease, then, subject to the provisions of subparagraph 20(b), Lessor may,
upon notice to the Lessee (except that no notice shall be required in the case
of an emergency), without waiving any default or releasing Lessee from any
obligation, make such payment or perform such act for the account and at the
cost and expense of Lessee. All amounts so paid by Lessor and all necessary and
incidental costs and expenses (including attorneys' fees and expenses) incurred
in connection with the performance of any such act by Lessor shall be payable by
Lessee to Lessor on demand. In


                                       35
<PAGE>

addition, Lessee shall pay to Lessor, on demand, interest on the amount so paid
by Lessor, at the rate provided in paragraph 4 for overdue installments of Rent.

      (b) Lessee shall not be required, nor shall Lessor have the right, to pay,
discharge or remove, any tax, charge, levy, assessment or lien, or any other
imposition or encumbrance on or against either Leased Property or any portion
thereof, or to comply with any law, ordinance, rule or regulation, so long as
Lessee shall, in good faith and at its cost and expense, contest the existence,
amount or validity thereof by appropriate proceedings which shall operate to
prevent the collection of or other realization upon the tax, charge, levy,
assessment or lien, or other imposition or encumbrance or the enforcement of the
law, ordinance, rule or regulation so contested, and the sale, forfeiture or
loss of either Leased Property or any portion thereof or interest therein or of
the Rent or any amounts payable by Lessee hereunder, or any portion thereof, to
satisfy the same, and which shall not affect the payment in full of any Rent
payable hereunder or any use or disposition thereof by Lessor. Lessor agrees
that it will cooperate with Lessee, at the cost and expense of Lessee, in any
such contest.

      21. Conditional Limitations - Events of Default and Remedies. (a) Any of
the following shall constitute an event of default ("Event of Default") under
this Lease: (i) if Lessee shall default in (A) making payment when due of any
Rent or of any other amount payable by Lessee hereunder, or (B) the observance
or performance of any other provision of this Lease to be observed or performed
by Lessee hereunder, and if such default shall continue as to (A), for 10 days,
or as to (B) for 30 days, in each case after Lessor shall have given Lessee
notice specifying such default and demanding that the same be cured (or, if such
default cannot be cured by the payment of money and cannot with diligence be
cured within such 30-day period by


                                       36
<PAGE>

reason of causes beyond the control of Lessee, but Lessee shall fail to proceed
promptly to cure the same and prosecute the curing of such default with
diligence); or (ii) if Lessee shall file a petition in bankruptcy or for
reorganization or for any arrangement pursuant to the federal bankruptcy act or
any similar federal or state law, or be adjudicated a bankrupt or insolvent, or
make an assignment for the benefit of creditors or admit in writing its
inability to pay its debts generally as they become due, or be dissolved, or
suspend payment of any of its obligations, or take any corporate action in
furtherance of any of the foregoing; or (iii) if a petition or answer proposing
the adjudication of Lessee as a bankrupt or its reorganization under the federal
bankruptcy act or any similar federal or state law shall be filed in any court,
and (A) Lessee shall consent to such filing, or (B) such petition or answer
shall not be discharged or denied within 90 days after such filing; or (iv) if a
receiver, trustee or liquidator (or other similar official) shall be appointed
for or take possession or charge of Lessee or of all or substantially all of its
assets or its interest in the Leased Properties or any part thereof and shall
not be discharged within 90 days thereafter, or if Lessee shall consent to or
acquiesce in such appointment; or (v) if Lessee's interest in the Leased
Properties or any part thereof shall be levied upon or attached in any
proceeding and such process shall not be vacated or discharged or such levy or
attachments shall not be bonded within 90 days thereafter, (vi) if the Easement
Agreements shall expire or be terminated prior to the expiration of the term of
this Lease; or (vii) the happening of any default under an instrument under
which the Lessee shall have outstanding any indebtedness, or which evidences any
outstanding indebtedness, continuing beyond the applicable grace period (if any)
provided for therein. The Lessee shall deliver to the Lessor on January 1 of
each calendar year during the term of this Lease a certificate signed by the
president or a vice president of Lessee to


                                       37
<PAGE>

the effect that Lessee is not in default in the performance and observance of
any of the terms, provisions and conditions hereof, or if Lessee shall be in
default, specifying all such defaults and the nature thereof.

      (b) This Lease and the term and estates hereby granted are subject to the
limitation that whenever an Event of Default shall have occurred, Lessor may, at
its election, during the continuance of such Event of Default:

                  (i) proceed by appropriate judicial proceedings, either at law
      or in equity, to enforce performance or observance by Lessee of the
      applicable provisions of this Lease or to recover damages for the breach
      thereof; or

                  (ii) by notice to Lessee terminate the term of this Lease on a
      date specified in such notice, which shall be not less than 10 days after
      the giving of such notice and upon the date so specified the term of this
      Lease and the Leasehold Estates hereby granted shall expire and terminate
      with the same force and effect as if the date specified in such notice
      were the date hereinbefore fixed for the expiration of the term of this
      Lease and all rights of Lessee hereunder shall expire and terminate, but
      Lessee shall remain liable as hereinafter provided.

      Should Lessor elect to reenter as herein provided, or should Lessor take
possession pursuant to legal proceedings or pursuant to any notice provided by
law, Lessor shall use commercially reasonable efforts to sell or re-let the
Leased Properties or any part thereof for such amounts (in the case of a sale),
and for such term or terms and at such rentals (in the case of a lease), and
upon such other terms and conditions as Lessor may deem advisable, with the
right to make alterations in and repairs of the Leased Properties.


                                       38
<PAGE>

      (c) In the event of any termination of this Lease as provided above in
subparagraph 21(b) or as permitted by law, Lessee shall peaceably quit and
surrender the Leased Properties to Lessor, and Lessor may without further notice
enter upon, re-enter, possess and repossess the same by summary proceedings,
ejectment or otherwise, and again have, repossess and enjoy the same as if this
Lease had not been made, and in any such event neither Lessee nor any person
claiming through or under the Lessee by virtue of any law or an order of any
court shall be entitled to possession or to remain in possession of the Leased
Properties but shall forthwith quit and surrender the Leased Properties, and
Lessor at its option shall forthwith, notwithstanding any other provision of
this Lease, be entitled to recover from Lessee (in lieu of all other claims for
damages on account of such termination) (i) any and all Rent and all other
amounts payable to Lessor hereunder which may then be due and unpaid or which
may then be accrued and unpaid and (ii) as and for liquidated damages and not as
a penalty an amount equal to the Stipulated Loss Value calculated in accordance
with Schedule C, and (iii) any amounts not paid to Lessor which Lessor would
have been entitled to received, but for the occurrence of an Event of Default
hereunder, pursuant to paragraph 26 of this Lease until such time as Lessor
actually takes possession of the Leased Properties, and (iv) any and all other
damages and expenses (including without limitation attorneys' fees and all
expenses incurred in regaining possession of the Leased Properties and in
putting in good order and repairing the Leased Properties) which Lessor shall
have sustained by the breach of any provision of this Lease. Nothing contained
herein shall limit or prejudice the right of Lessor, in any bankruptcy or
reorganization or insolvency proceeding, to prove for and obtain as liquidated
damages by reason of such termination an amount, equal to the maximum allowed by
any bankruptcy or reorganization or insolvency proceedings, or to prove


                                       39
<PAGE>

and obtain as liquidated damages by reason of such termination an amount equal
to the maximum allowed by any statute or rule of law, whether such amount shall
be greater or less than the amounts referred to above.

      (d) If, following an Event of Default, Lessor shall terminate this Lease
or re-enter and obtain possession of the Leased Properties, Lessor shall have
the right, without notice, to repair or alter the Leased Properties in such
manner as Lessor may deem necessary or advisable so as to put the Leased
Properties in good order and to make the same saleable or rentable for
reasonably similar purposes, and shall use commercially reasonable efforts to
sell or re-let the Leased Properties or a part thereof and mitigate Lessee's
damages hereunder, and Lessee agrees to pay to Lessor on demand all expenses
incurred by Lessor in obtaining possession, and in altering, repairing and
putting the Leased Properties in good order and condition and in selling or
re-letting the same, including reasonable fees of attorneys and architects, and
all other reasonable expenses and commissions. In the event Lessor takes
possession and disposes of either of the Leased Properties through a sale or
re-letting, the proceeds of any such sale or re-letting (as calculated below)
shall be applied in the following order: (i) to the extent not previously paid
to the Lessor by the Lessee, to all of Lessor's costs, charges and expenses
incurred in disassembling, taking, removing, holding, repairing and selling or
leasing the Leased Property; (ii) to the extent not previously paid to the
Lessor by the Lessee, to pay Lessor for any of Lessor's damages then remaining
unpaid hereunder; (iii) to reimburse Lessee for any sums previously paid by
Lessee as Lessor's damages hereunder; and (iv) the balance, if any, shall be
retained by Lessor. For purposes of the foregoing, (i) the proceeds of a
disposition of the Leased Properties by a sale shall be the actual proceeds
received by Lessor in connection with such sale, and (ii) the proceeds


                                       40
<PAGE>

of a disposition of the Leased Properties by re-letting shall be the present
value of the rental payments to be paid to the Lessor over the irrevocable term
of the re-lease (using a discount rate of 8%). Notwithstanding anything to the
contrary contained in this paragraph 21, Lessor shall not be obligated to
re-lease the Leased Properties unless the proposed lessee meets the Lessor's
then current credit criteria as determined by Lessor. Lessor shall have the
right from time to time to begin and maintain successive actions or other legal
proceedings against Lessee for the recovery of Lessor's damages and to recover
the same upon the liability of Lessee herein provided, which liability it is
expressly covenanted shall survive the institution of any action to secure
possession of the Leased Properties. Nothing herein contained shall be deemed to
require Lessor to wait to begin such action or other legal proceedings until the
date when this Lease would have expired by limitation had there been no such
Event of Default.

      (e) If, under any of the preceding provisions of this paragraph 21, Lessor
shall be entitled to give Lessee a notice of termination of the term of this
Lease, Lessor, without giving such notice of termination and notwithstanding the
continuance of the term of this Lease, shall have, to the extent permitted by
law, all the rights, powers and remedies given to Lessor by the preceding
provisions of this paragraph 21, and Lessee shall have the obligations imposed
upon it by such provisions. No such re-entry or taking of possession of the
Leased Properties by Lessor shall be construed as an election on Lessor's part
to terminate the term of this Lease unless a written notice of such intention be
given to Lessee or unless such termination be decreed by a court of competent
jurisdiction.

      (f) In the case of an Event of Default, Lessee hereby waives and
surrenders for itself and all those claiming under it (i) any right and
privilege which it or any of them may have under


                                       41
<PAGE>

any present or future constitution, statute or rule of law to redeem the Leased
Properties or to have a continuance of this Lease for the term hereby demised
after termination of Lessee's right of occupancy by order or judgment of any
court or by any legal process or writ, or under the terms of this Lease, or
after the termination of the term of this Lease as herein provided, and (ii) the
benefits of any present or future constitution, statute or rule of law which
exempts property from liability for debt or for distress for rent.

      (g) If Lessee shall be in default in the observance or performance of any
provision of this Lease, and an action shall be brought for the enforcement
thereof in which it shall be determined that Lessee was in default, Lessee shall
pay to Lessor all costs, fees and other expenses which may become payable as a
result thereof or in connection therewith, including attorneys' fees and
expenses. If Lessor shall without fault on its part be made a party to any
litigation commenced against Lessee, and if Lessee shall not provide Lessor at
Lessee's expense with counsel satisfactory to Lessor, Lessee shall pay all costs
and attorneys' fees incurred or paid by Lessor in connection with such
litigation.

      (h) Except as otherwise expressly herein provided, no right or remedy
herein conferred upon or reserved to either party is intended to be exclusive of
any right or remedy, and every right and remedy shall be cumulative and in
addition to any other legal or equitable right or remedy given hereunder, or now
or hereafter existing. The failure of either party to insist upon the strict
performance of any provision or to exercise any option, right, power or remedy
contained in this Lease shall not be construed as a waiver or a relinquishment
thereof for the future. Receipt by Lessor of any Rent or any other amounts
payable by Lessee hereunder with knowledge of the breach of any provision
contained in this Lease shall not constitute a waiver of


                                       42
<PAGE>

such breach (other than either the prior failure to pay such Rent or any other
amounts payable by Lessee), and no waiver by either party of any provision of
this Lease shall be deemed to have been made unless made under signature of an
officer or other authorized representative of such party. Each party hereto
shall be entitled to the extent permitted by law, to injunctive relief in case
of the violation, or attempted or threatened violation, of any provision of this
Lease, or to a decree compelling observance or performance of any provision of
this Lease, or to any other legal or equitable remedy.

      22. The Easement Agreements. (a) Lessee covenants and agrees that it will
duly and punctually observe and perform, at its expense, all covenants, terms
and conditions imposed by the Easement Agreements upon the grantees thereunder
(excluding the annual payment of rent due under the Easement Agreements),
whether or not Lessor has assumed such obligations by agreement with the
respective Ground Owner or the Easement Agreements provide that any assignee of
the interest of the grantees thereunder shall assume such obligations to the end
that Lessor shall have no responsibility for compliance with the provisions of
the Easement Agreements and shall be exonerated from all liability thereunder
(except for the annual payment of rent due thereunder). The provisions of this
subparagraph 22(a) shall be for the benefit of and shall be enforceable by
Lessor.

      (b) If any event shall occur which, pursuant to the terms of either
Easement Agreement, with or without the passage of time, shall enable the
grantor thereunder to terminate the same or to impair or restrict the rights of
the grantee thereunder, Lessee shall notify Lessor thereof within 10 days after
Lessee shall have become aware of the occurrence thereof, and Lessee shall take
such action, if any, as shall be necessary to maintain the right of Lessor in
the


                                       43
<PAGE>

Leased Property relating to such Easement Agreement and to enable the full
enjoyment of such rights as they existed prior to such impairment or
restriction.

      23. Lessee's Certificate. The certificate of Lessee required to be
delivered pursuant to subparagraph 17(b) hereof in connection with the purchase
by Lessee of either or both Leasehold Estates, shall, as of the date thereof
(which date shall be the date on which such certificate is to be delivered) (i)
state that both Lessee and Lessor have complied with all provisions of the Lease
applicable to such purchase, (ii) state that such purchase is expressly required
or expressly permitted, as the case may be, by the terms of the lease, (iii)
identify the paragraph or paragraphs of the Lease pursuant to which such
purchase is being made, (iv) specify the Leasehold Estate being purchased or
that both Leasehold Estates are being purchased, as the case may be, and
specifying the purchase price thereof, (v) state that said purchase price is the
amount required under the applicable paragraph or paragraphs of the Lease to be
paid on account of the purchase price of such Leasehold Estate or both Leasehold
Estates, as the case may be, and (vi) state that there does not exist under the
Lease any Event of Default or any event which but for the requirement that
notice be given or time elapse, or both, would constitute an Event of Default.

      24. Notices. All notices and other instruments or communications pursuant
to this Lease shall be in writing and shall be sent by registered or certified
United States mail, return receipt requested, addressed to Lessor or Lessee, as
the case may be, at its address set forth above, with copies to their respective
counsel as follows: if to Lessor with a copy to Edwards & Angell, LLP, One
BankBoston Plaza, Providence, Rhode Island 02903, Attention: David T. Miele,
Esq.; and if to Lessee with a copy addressed to Lessee and marked "Attention:
Legal Department" and with a copy to Hill & Barlow, One International Place,
Boston, Massachusetts


                                       44
<PAGE>

02110, Attention: Gregory P. Bialecki, Esq. Lessor and Lessee shall each have
the right, from time to time, to specify as its address (or the address of its
counsel) for purposes of this Lease, any other address in the United States upon
giving 15 days' notice to the other party.

      25. Surrender. (a) Subject to the provisions of paragraphs 14, 15 and 18
upon the expiration or earlier termination of the term of this Lease, Lessee
shall surrender the Leased Properties to Lessor in the same condition in which
the Leased Properties were originally leased from Lessor as of the date of this
Lease (excluding the Lynn Liquefaction Equipment), except as repaired, rebuilt,
restored or modified as permitted by any provision of this Lease, and except for
ordinary wear and tear. If the Lessee has not provided Lessor with the purchase
option notice contemplated by paragraph 18 at least 180 days before the end of
the term of this Lease, it will be deemed that Lessee has elected to surrender
the Leased Properties to Lessor at the end of the term of this Lease. If Lessee
has elected to surrender the Leased Properties at the end of the term of this
Lease (expressly excluding any surrender of the Leased Properties resulting from
an Event of Default by Lessee hereunder), Lessor and Lessee shall consult for
the purpose of determining the amount, if any, of the Return Adjustment Amount
(as herein defined) owed by Lessee to Lessor and to be paid on the last day of
the term of this Lease. For purposes hereof, the "Return Adjustment Amount"
shall be the positive difference, if any, between: (a) the fair market sales
value of the Leased Properties taken as a whole (expressly including the Lynn
Liquefaction Equipment) at the end of the term of this Lease assuming (i)
(notwithstanding the fact that the Lynn Liquefaction Equipment has been
dismantled and disposed of in accordance with subparagraph 8(d) hereof) that the
Lynn Liquefaction Equipment is in place on the Lynn Land Parcel and has been
maintained in good operating condition and has all necessary permits and


                                       45
<PAGE>

approvals of any applicable governmental authority (to the extent such permits
and approvals are still obtainable for liquefaction equipment generally) such
that it would be immediately operable for its original intended use, (ii) the
highest and best use of the Lynn Liquefaction Equipment to a third party end
user other than Lessee, and (iii) costs of removal of the Lynn Liquefaction
Equipment from the location of current use shall not be a deduction from such
value; and (b) the fair market sales value of the Leased Properties taken as a
whole (expressly excluding the Lynn Liquefaction Equipment) at the end of the
term of this Lease. Any Return Adjustment Amount agreed upon in writing by
Lessor and Lessee shall constitute such Return Adjustment Amount and shall be
paid by Lessee to Lessor on the last day of the term of this Lease. If Lessor
and Lessee fail to agree upon such Return Adjustment Amount prior to 120 days
before the end of the term of this Lease, Lessor or Lessee may request that such
Return Adjustment Amount be determined by the Appraisal Procedure.
Alternatively, the Appraisal Procedure contemplated hereunder shall be
instituted if Lessee fails to invoke the Appraisal Procedure under paragraph 18
hereof within the time frame provided therein to determine the fair market sales
value. Lessor and Lessee shall equally share all costs and expenses of any
determination of the Return Adjustment Amount pursuant to such Appraisal
Procedure. For purposes of this subparagraph 25(a), "Appraisal Procedure" shall
mean the following procedure for determining the Return Adjustment Amount, if
any, payable by Lessee at the end of the term of this Lease: If Lessor or Lessee
hereto shall have given written notice to the other party requesting
determination of such Return Adjustment Amount by the Appraisal Procedure, the
parties shall consult for the purpose of appointing a qualified independent
equipment appraiser by mutual agreement. If no such appraiser is so appointed
within five business days after such notice is given, either party may


                                       46
<PAGE>

request the American Arbitration Association to appoint such an appraiser within
20 days after such request is made, and both parties shall be bound by any
appointment so made within such 20-day period. If no such appraiser shall have
been appointed within 20 days of such request to the American Arbitration
Association or within 30 days after the original notice requesting a
determination of the Return Adjustment Amount pursuant to the Appraisal
Procedure, whichever is earlier, either party may apply to any court having
jurisdiction to make such appointment, and both parties shall be bound by any
appointment made by such court. Any appraiser appointed pursuant to the
foregoing procedure shall be instructed to determine the Return Adjustment
Amount (as defined above), if any, within 30 days after his appointment and his
determination thereof shall be final. The Return Adjustment Amount, if any,
determined by the Appraisal Procedure shall be paid by Lessee to Lessor on the
last day of the term of this Lease. If for any reason (other than the fact that
the determination by the appraiser of the Return Adjustment Amount, if any, has
been delayed through no fault of Lessee), the Return Adjustment Amount is not
paid by Lessee to Lessor on the last day of the term of this Lease the Return
Adjustment Amount shall accrue interest at a rate of 12% per annum until paid by
Lessee.

      (b) Except for surrender upon the expiration of the term hereof or earlier
termination of the term of this Lease, no surrender to Lessor of this Lease or
of either Leased Property or any portion thereof or of any interest therein
shall be valid or effective unless agreed to and accepted under signature of an
officer or other authorized representative of Lessor and the holders of all
Approved Liens, and no act by any other representative or agent of Lessor, and
no act by Lessor, other than such an agreement and acceptance so signed, shall
constitute an acceptance of any such surrender.


                                       47
<PAGE>

      26. Ten Percent (10%) Transactions. Subject to regulatory approval,
commencing January 1, 2003, Lessor shall be entitled to ten percent (10%) of the
gross difference between the agreed upon annual rent due Lessor and any higher
amount Lessee realizes on the subleasing or any comparable transaction of the
Leased Properties, computed on a pro rata basis. Such payments shall be paid
annually in arrears on January 31 of each calendar year beginning with a payment
due on January 31, 2004 (for the 2003 calendar year) and ending with a payment
on June 30, 2014 for the six month period commencing January 1, 2014, to the
extent a sublease or comparable transaction is in place during such period. If
Lessee purchases either or both of the Leasehold Estates pursuant to paragraph
17 hereof, a Partial Year Payment as contemplated by subparagraph 17(b) shall be
due from Lessee, to the extent a sublease or comparable transaction is in place
during such period. Lessee shall, within 20 days after the execution and
delivery of any such sublease or comparable transaction, deliver a conformed
copy thereof to Lessor.

      27. Representations and Warranties; Covenants of Lessee.

      (a) The Lessee represents and warrants to the Lessor that:

            (i) It is a corporation duly incorporated and validly existing under
      the laws of the Commonwealth of Massachusetts and has corporate power and
      authority to carry on its business as presently conducted, to hold under
      lease the Leased Properties and to enter into this Lease and to perform
      its obligations hereunder.

            (ii) The execution, delivery and performance of this Lease has been
      duly authorized by all necessary corporate action and does not and will
      not violate any provisions of any applicable laws, orders, regulations,
      rules, court decrees or


                                       48
<PAGE>

      the articles of organization or by-laws of the Lessee and does not and
      will not result in the breach of, or constitute a default under, or
      require any consent under, any indenture, bank loan or credit agreement,
      mortgage or other agreement or instrument to which it is a party or by
      which it or any of its properties may be bound or affected.

            (iii) No authorization, consent or approval of, nor any registration
      or filing with or notification to or taking any other action in respect of
      the Massachusetts Department of Telecommunications and Energy, or other
      applicable administrative agency or governmental authority is required in
      connection with the execution, delivery and performance of this Lease.

            (iv) There are no actions, suits or proceedings pending, or to the
      knowledge of the Lessee threatened, before any court, administrative
      agency, arbitrator or governmental body which will, if determined
      adversely to the Lessee, adversely affect the Lessee's financial condition
      or its ability to perform its obligations under this Lease.

            (v) The financial statements of the Lessee for the most current
      fiscal year ended, delivered simultaneously herewith to the Lessor are
      correct and complete and fairly present the results of its operations for
      the periods covered and its financial condition as of the date of such
      statements and have been prepared in accordance with generally accepted
      accounting principles applied consistently throughout the periods
      involved. There are no material contingent liabilities or liability for
      taxes which are not reflected in such statements or the


                                       49
<PAGE>

      notes thereto, and there have been no material adverse changes in the
      financial condition, business or operations of the Lessee since the dates
      of such statements.

            (vi) This Lease has been duly executed and delivered by the Lessee
      and constitutes the legal, valid and binding obligation of the Lessee
      enforceable against the Lessee in accordance with the terms hereof.

      (b) The Lessee agrees to deliver to the Lessor within 90 days after the
end of each fiscal year of the Lessee, which as of the date hereof is the
calendar year and within 60 days after the end of each first, second and third
quarter-annual period of each such fiscal year (beginning with the most recently
ended fiscal quarter of Lessee), the following financial statements, all in
reasonable detail and satisfactory in scope to the Lessor: (a) a balance sheet
of the Lessee as at such date, together with the comparative figures for the
corresponding date one fiscal year prior thereto and (b) statements of income
and of earned surplus of the Lessee for such fiscal year ended on such date or
for the quarter-annual period of the fiscal year then ended, as the case may be,
on the same basis, together with the comparative figures for the preceding
fiscal year or the corresponding quarter-annual period thereof, as the case may
be, and in the case of such annual financial statements, certified by
independent public accountants of nationally recognized standing selected by the
Lessee. The financial statements to be delivered pursuant to this subparagraph
27(b) will be correct and complete and will fairly present the result of
Lessee's operations for the period covered and its financial condition as of the
dates of such statements and will have been prepared in accordance with
generally accepted accounting principles applied consistently throughout the
periods involved. There will be no material contingent liabilities or liability
for taxes which are not reflected in such statements or the notes thereto, and
there will


                                       50
<PAGE>

have been no material adverse changes in the financial condition, business or
operations between the dates of such statements and the delivery thereof to the
Lessor. Promptly after receipt thereof, the Lessee will deliver to the Lessor
copies of any detailed reports submitted to the Lessee in connection with each
annual or interim audit of the books of the Lessee made by such accountants.

      (c) The Lessee agrees to diligently pursue the obtaining of a Disclaimer
of Interest in substantially the form of Schedule D attached hereto from any
secured party which could claim a lien on, or security interest in, the Leased
Properties, based on UCC search reports which disclose additional UCC-1
financing statements naming Lessee as debtor, which Lessor has not had an
opportunity to review prior to the date hereof. If for any reason Lessee is
unable to obtain a Disclaimer of Interest from such secured parties, Lessee
shall indemnify Lessor for any and all direct costs and liabilities incurred by
Lessor resulting from Lessee's inability to obtain the Disclaimer of Interest.

      28. Separability. Each provision contained in this Lease shall for all
purposes be construed to be separate and independent and the breach of any such
provision by Lessor shall not discharge or relieve Lessee from Lessee's
obligation to observe and perform each provision of this Lease to be observed or
performed by Lessee. If any provision of this Lease or the application thereof
to any person or circumstance shall to any extent be invalid and unenforceable,
the remainder of this Lease, or the application of such provision to persons or
circumstances other than those as to which it is invalid or unenforceable, shall
not be affected thereby, and each provision of this Lease shall be valid and
shall be enforceable to the extent permitted by law.


                                       51
<PAGE>

      29. Binding Effect. All provisions contained in this Lease shall be
binding upon, inure to the benefit of and be enforceable by, the respective
successors and assigns of Lessor and Lessee to the same extent as if each such
successor or assign were named as a party to this Lease. This Lease embodies the
entire agreement between Lessor and Lessee relating to the subject matter hereof
and supersedes all prior agreements and understandings relating to such subject
matter. Neither this Lease nor any provision hereof may be amended, modified,
waived, discharged or terminated orally, but only as expressly provided herein
or by an instrument signed by Lessor and Lessee.

      30. No Merger. There shall be no merger of this Lease or of either
Leasehold Estate hereby created with either Easement Agreement or the estate
thereby created or with the fee estate in either Leased Property or any part
thereof, as the case maybe, by reason of the fact that the same person may
acquire or hold, directly or indirectly, this Lease or either Leasehold Estate
hereby created or any interest in this Lease or in such Leasehold Estate and (i)
either Easement Agreement or the estate thereby created or any interest in
either Easement Agreement or such estate, and (ii) the fee estate in either
Leased Property or any part thereof or any interest in such fee estate, or (iii)
either of the foregoing, and this Lease shall not be terminated for any reason
except as expressly provided herein.

      31. Access. The Lessor or its agents shall have the right to enter the
Leased Properties during reasonable hours to examine and inspect the same for
any purpose, as Lessor shall deem desirable for the protection of Lessor's
rights under this Lease.


                                       52
<PAGE>

      32. Miscellaneous. (a) The headings to the various paragraphs of this
Lease have been inserted for convenient reference only and shall not modify,
define, limit or expand the expressed provisions of this Lease.

      (b) This Lease shall be deemed to be a contract made under the laws of the
Commonwealth of Massachusetts, and for all purposes shall be construed in
accordance with the laws of that State.

      (c) If any payment is to be made or action to be taken on a Saturday,
Sunday or a day on which banking institutions in Boston, Massachusetts, are
authorized by law to close, then such payment must be made or such action taken
on the first succeeding day which is not a Saturday, Sunday or a day on which
banking institutions in Boston, Massachusetts, are authorized by law to close
without interest for the period from such date on which any payment is to be
made or action is to be taken to such succeeding day.

      (d) As between Lessee and any third party (other than Lessor or any
successors or assigns of Lessor) nothing contained in this Lease shall be deemed
to create any liability on the part of Boston Gas Company as Lessee hereunder
for events arising prior to April 30, 1999.

                  [Remainder of Page Intentionally Left Blank]


                                       53
<PAGE>

      IN WITNESS WHEREOF, Lessor and Lessee have duly executed and delivered
this Amended and Restated Lease under their respective corporate seals, all as
of the day and year first above written.


Witness:                           INDUSTRIAL NATIONAL LEASING
                                   CORPORATION


/s/ [ILLEGIBLE]                    By: /s/ Brian D. DeRusha
--------------------------             -------------------------------
                                       Brian D. DeRusha, Vice President


Witness:                           BOSTON GAS COMPANY


/s/ [ILLEGIBLE]                    By: /s/ Joseph F. Bodanza
--------------------------             -------------------------------
                                       Title: Sr. Vice President and Treasurer
                                              Joseph F. Bodanza
<PAGE>

COMMONWEALTH OF MASSACHUSETTS
COUNTY OF SUFFOLK

      In Boston, on the 30th day of April, 1999, before me personally appeared
Brian D. DeRusha, Vice President of Industrial National Leasing Corporation, to
me known and known by me to be the person executing the foregoing instrument,
and he acknowledged said instrument by him executed to be his free act and deed
in said capacity and the free act and deed of the corporation.


                        /s/ Anne Mullen
                        ---------------------------
                        Notary Public
                        My commission expires:
                                               -----------------
                                                          ANNE MULLEN
                                                         NOTARY PUBLIC
                                              My Commission Expires Oct. 8, 2004


COMMONWEALTH OF MASSACHUSETTS
COUNTY OF SUFFOLK

      In Boston, on the 30th day of April, 1999, before me personally appeared
Joseph F. Bodanza, Sr., Vice President and Treasurer of Boston Gas Company, to
me known and known by me to be the person executing the foregoing instrument,
and he acknowledged said instrument by him executed to be his free act and deed
in said capacity and the free act and deed of the corporation.

                        /s/ Diane M. O'Brien
                        ---------------------------
                        Notary Public Diane M. O'Brien
                        My commission expires: 11/23/2001
                                               ----------
<PAGE>

                                   SCHEDULE A

                         Description of Lynn Land Parcel

      A certain parcel of land situated in Lynn, Essex County, Massachusetts and
being more particularly bounded and described as follows:

      Beginning at the northerly corner of said parcel at a point on the
westerly side of Blossom Street at land now or formerly of Massachusetts
Electric Company, said point being S. 29(degree) 58' 40" E., 415 feet distant
from a stone bound at the intersection of the southerly side of the Lynnway and
the westerly side of said Blossom Street;

      thence running S. 29(degree) 58' 40" E. a total distance of 496.93 feet to
a stone bound;

      thence running N. 48(degree) 14' 10" E. a distance of 37.09 feet to a
point at land now or formerly of Louis B. Frisch et ux--said last two (2)
courses and distances being by said Blossom Street;

      thence running S. 41(degree) 42' 40" E. by said land of Louis B. Frisch et
ux, a distance of 300.27 feet to a stone bound on the harbor line of Lynn
Harbor, established by Chapter 313 of the Acts of 1867;

      thence running S. 48(degree) 12' 12" W. by said harbor line, a distance of
145.10 feet to a point at other land now or formerly of and to be retained by
the Lynn Gas Company;

      thence running N. 41(degree) 44' 14" W., a distance of 42.30 feet to the
southeasterly side or edge of a masonry wall;

      thence running S. 48(degree) 05' 15" W. along said southeasterly side or
edge of said masonry wall, a distance of 551.40 feet to a point at other land
now or formerly of Massachusetts Electric Company--said last two (2) courses and
distances being by said land of and to be retained by Lynn Gas Company;
<PAGE>

      thence continuing S. 48(degree) 05' 15" W. along said southeasterly side
or edge of said masonry wall, a distance of 86.63 feet to the southerly corner
of masonry walls;

      thence running N. 25(degree) 17' 30" W. along the southwesterly side of
edge of said masonry wall, a distance of 278.19 feet to a spike in a corner of
masonry walls;

      thence running N. 28(degree) 49' 37" E., a distance of 8.10 feet to a
spike;

      thence running N. 63(degree) 26' 15" E., a distance of 96.70 feet to a
spike;

      thence running N. 03(degree) 15' 04" E., a distance of 54.79 feet to a
spike;

      thence running N. 26(degree) 28' 23" W., a distance of 38.04 feet to a
spike;

      thence running N. 28(degree) 49' 37" E., a distance of 114.50 feet to a
bolt;

      thence running N. 26(degree) 24' 58" W., a total distance of 445.22 feet
to an iron rod at other land now or formerly of Lynn Gas Company said last eight
(8) courses and distances being by said land of Massachusetts Electric Company;

      thence running N. 63(degree) 22' 46" E., a distance of 10.86 feet to a
bolt;

      thence running N. 42(degree) 27' 37" W., a distance of 42.08 feet to an
iron rod at said first mentioned land of Massachusetts Electric Company--said
last two (2) courses and distances being by said other land now or formerly of
Lynn Gas Company.

      thence running N. 60(degree) 01' 20" E. by said land now or formerly of
Massachusetts Electric Company, a distance of 391.63 feet to the point of
beginning.

      Containing 9.80 acres of land and being shown on plan entitled: "NEW
ENGLAND POWER SERVICE COMPANY PART OF NEW ENGLAND ELECTRIC SYSTEM BOSTON, MASS.
PLAN OF LAND IN LYNN, MASSACHUSETTS TO BE LEASED TO MASSACHUSETTS LNG
INCORPORATED BY LYNN GAS COMPANY SCALE 1"-80' DATE April 24, 1972 D-8414".
<PAGE>

      Together with the right and easement, as appurtenant to the land herein
described, to use said Blossom Street in common with Lynn Gas Company (or any
successor thereto) and other entitled thereto, for all purposes for which
streets or ways are commonly used in said Lynn.

      The premises hereinabove described are a portion of those conveyed to Lynn
Gas Company by Massachusetts Electric Company by deed dated December 9, 1970,
recorded with Essex South District Registry of Deeds, in Book 5733, Page 728,
and the Easement granted and described in the Declaration of Easement dated June
1, 1972, as amended by an Amendment to Declaration of Easement dated as of April
30, 1999, is granted by Grantor subject to the exceptions, reservations,
covenants and agreements set forth in said deed, to which reference is hereby
made.
<PAGE>

                        Description of Salem Land Parcel

      A certain parcel of land situated in Salem, Essex County, Massachusetts,
bounded and described as follows:

      Beginning at the most southwesterly corner of said parcel at a point in a
fence on the division line between land now or formerly of North Shore Gas
Company and land now or formerly of New England Power Company, said point being
the most southeasterly corner of Lot A shown on the plan hereinafter referred
to, said Lot A being land now or formerly of North Shore Gas Company;

      thence running N. 28(degree) E., a distance of 275.68 feet to a point;

      thence running N. 63(degree) 29' 44" W., a distance of 41.11 feet to a
point;

      thence running N. 26(degree) 30' 16" E., a distance of 144.94 feet to a
point;

      thence running N. 63(degree) 29' 44" W., a distance of 100 feet to a
point;

      thence running N. 26(degree) 30' 16" E., a distance of 68.68 feet to a
point in the northerly side or edge of a masonry sea wall at the flats of
Beverly Harbor--said last five courses and distances being by said Lot A on said
plan;

      thence running S. 62(degree) 57' 05" E., a distance of 51.81 feet to a
drill hole;

      thence running N. 54(degree) 09' 43" E., a distance of 63.25 feet to a
point;

      thence running S. 71(degree) 20' 37" E., a distance of 206.42 feet to a
point;

      thence running N. 66(degree) 06' 14" E., a distance of 450 feet to a
corner of masonry sea walls at said Beverly Harbor--said last four courses and
distances being along the northerly side or edge of said masonry sea wall by
said flats of Beverly Harbor (which flats are hereinafter excluded from this
conveyance);
<PAGE>

      thence running S. 22(degree) 56' 58" E. by the easterly side or edge of a
masonry sea wall, 159.73 feet to a corner of masonry sea walls;

      thence running S. 48(degree) 09' 33" W. by the southerly side or edge of a
masonry sea wall, a distance of 400 feet to the end of said wall;

      thence running in a general southwesterly direction by various courses, a
total distance of 450 feet more or less to a point at said land now or formerly
of New England Power Company-- said last three courses and distances being by
said Beverly Harbor and Collins Cove and the flats thereof (which flats are
hereinafter included in this conveyance);

      thence running N. 61(degree) 00' 00" W. by said land now or formerly of
New England Power Company, 384 feet more or less to the point of beginning.

      Containing 7.787 acres of land more or less and being Lot B on a plan
entitled: "PLAN OF LAND IN SALEM PREPARED FOR NORTH SHORE GAS COMPANY SCALE:
1"-100' OCT. 5, 1970 ESSEX SURVEY SERVICE INC. 47 FEDERAL STREET, SALEM", duly
recorded with Essex South District Deeds in Plan Book 119, Plan 46.

      Together with that portion of the flats of Beverly Harbor and Collins
Cove, to the extent of the Lessee's interest therein, which are located between
a line delineated on said plan as "N. 67(degree) 03' 02" E. Flats Ownership
Line" and the course hereinabove described as "N. 61(degree) W. by said land now
or formerly of New England Power Company, a distance of 384 feet more or less"
extended southeasterly to the low water mark of Collins Cove.

      Being the same premises conveyed to the Lessee by deed of Stephen V.
Hughes, Jr. dated August 18, 1971. This conveyance is made together with the
rights and easements appurtenant to said land and subject to the exceptions,
reservations, covenants and agreements referred to in said deed. This conveyance
is also made together with the benefit of and subject to all
<PAGE>

easements, exceptions, reservations, restrictions and agreements of record, if
any, insofar as the same are now in force and applicable.
<PAGE>

                                   SCHEDULE B
                          DESCRIPTION OF THE EQUIPMENT

                                 LYNN EQUIPMENT

      That certain One Million (1,000,000) MMBTU (12,180,000 gallon) metal
liquefied natural gas storage tank and vaporization system located off Blossom
Street in Lynn, Massachusetts, including, without limitation, any and all
appliances, parts, instruments, appurtenances, valves, piping, connections and
accessories and other equipment of whatever nature from time to time having been
incorporated or installed in or attached to the aforesaid tank and vaporization
system, excluding from the foregoing, all real estate and interests therein and
all buildings and improvements thereon, including, without limitation, concrete
foundations, piers and dykes and other fixtures which constitute part of the
real estate on which the foregoing property is located.

                                 SALEM EQUIPMENT

      That certain One Million (1,000,000) MMBTU (12,180,000 gallon) metal
liquefied natural gas storage tank and vaporization system located in Salem,
Massachusetts, including, without limitation, any and all appliances, parts,
instruments, appurtenances, valves, piping, connections and accessories and
other equipment of whatever nature from time to time having been incorporated or
installed in or attached to the aforesaid tank and vaporization system,
excluding from the foregoing, all real estate and interests therein and all
buildings and improvements thereon, including, without limitation, concrete
foundations, piers and dykes and other fixtures which constitute part of the
real estate on which the foregoing property is located.
<PAGE>

                                   SCHEDULE C

                  DEFINITION AND APPLICATION OF TERMS "LESSOR'S
                        COST" AND "STIPULATED LOSS VALUE"

      The term "Lessor's Cost" shall mean (A) in the case of the Lynn Leased
Property the sum of(i) $9,989,810 paid or payable to Air Products and Chemicals,
Inc. as the manufacturer of the Lynn properties described in clauses (ii) and
(iii) of paragraph 1 of the Lease and located in Lynn, Massachusetts, on or
before the beginning date of the term of this Lease and (ii) $710,190 in
expenses incurred from time to time by Lessee in connection with the acquisition
and construction of the Lynn Leased Property, and (B) in the case of the Salem
Leased Property the sum of(i) $4,149,507 paid or payable to Pittsburgh-Des
Moines Steel Company as the manufacturer of the Salem Leased Property, and (ii)
$750,493 in expenses incurred from time to time by Lessee in connection with the
requisition and construction of the Salem Leased Property.

      The term "Stipulated Loss Value" shall be calculated in accordance with
Schedule C-i attached hereto. The Discount Rate used in calculating the attached
Stipulated Loss Value Schedule is eight percent (8%).
<PAGE>

                                  SCHEDULE C-1

                         STIPULATED LOSS VALUE SCHEDULE

      Date on which Stipulated Loss Value is paid:

    On or After        On or Before          Lynn               Salem
    -----------        ------------          ----               -----

                         4/30/99          $9,920,144         $8,899,031
                         -------

     4/30/99              7/1/99          $7,892,690         $7,080,269
     -------

      7/2/99              1/1/00          $7,886,840         $7,075,021
      1/2/00              7/1/00          $7,880,756         $7,069,563
      7/2/00              1/1/01          $7,874,429         $7,063,887
      1/2/01              7/1/01          $7,867,848         $7,057,984
      7/2/01              1/1/02          $7,861,005         $7,051,845
      1/2/02              7/1/02          $7,853,887         $7,045,460
      7/2/02              1/1/03          $7,733,856         $6,937,785
      1/2/03              7/1/03          $7,609,025         $6,825,802
      7/2/03              1/1/04          $7,479,200         $6,709,341
      1/2/04              7/1/04          $7,344,181         $6,588,220
      7/2/04              1/1/05          $7,203,763         $6,462,255
      1/2/05              7/1/05          $7,057,727         $6,331,252
      7/2/05              1/1/06          $6,905,850         $6,195,008
      1/2/06              7/1/06          $6,747,898         $6,053,314
      7/2/06              1/1/07          $6,583,628         $5,905,953
      1/2/07              7/1/07          $6,412,787         $5,752,697
      7/2/07              1/1/08          $6,235,112         $5,593,311
      1/2/08              7/1/08          $6,050,330         $5,427,550
      7/2/08              1/1/09          $5,858,157         $5,255,158
      1/2/09              7/1/09          $5,658,298         $5,075,870
      7/2/09              1/1/10          $5,450,443         $4,889,411
      1/2/10              7/1/10          $5,234,275         $4,695,494
      7/2/10              1/1/11          $5,009,460         $4,493,819
      1/2/11              7/1/11          $4,775,652         $4,284,078
      7/2/11              1/1/12          $4,532,492         $4,065,948
      1/2/12              7/1/12          $4,279,606         $3,839,092
      7/2/12              1/1/13          $4,016,604         $3,603,161
      1/2/13              7/1/13          $3,743,082         $3,357,794
      7/2/13              1/1/14          $3,458,619         $3,102,612
      1/2/14                              $3,162,778         $2,837,222
<PAGE>

                                   SCHEDULE D


                                                          DISCLAIMER OF INTEREST

Industrial National Leasing Corporation
c/o Fleet Capital Corporation
50 Kennedy Plaza
Providence, Rhode Island 02903-2305

      Industrial National Leasing Corporation, a Massachusetts corporation
("INLC") is about to enter into an Amended and Restated Lease Agreement (the
"Lease Agreement") with Boston Gas Company, a Massachusetts operation ("BGC"),
pursuant to which INLC will lease the property described on Schedule A attached
hereto (the "LNG Facilities") to BGC, the obligations of BGC under the Lease
Agreement are to be secured by the LNG Facilities and any proceeds thereof (the
"Proceeds" as that term is defined in Section 9-306(1) of the Uniform Commercial
Code) (the LNG Facilities and the Proceeds are collectively referred to herein
as the "Collateral"). FCC is unwilling to enter into the Lease Agreement unless
FCC has unencumbered title to or perfected first priority security interests in
the Collateral, free and clear of the security interests, liens, charges or
encumbrances of any other party. In reliance upon the existence of this
Disclaimer of Interest (this "Disclaimer), FCC will enter into the Lease
Agreement. By signing where indicated below, the undersigned creditor
("Creditog") agrees as follows:

      1. Disclaimer. Creditor disclaims any present or future security interest
or any other right, title or interest in the Collateral. Creditor shall not, at
any time, assert any interest in any of the Collateral. Creditor agrees that it
will not take any action to bar, restrain or otherwise prevent FCC or any of its
agents, successors or assigns, from inspecting, removing or taking possession of
all or any portion of the Collateral. If Creditor is granted or otherwise
obtains possession of, any right, title or interest in any of the Collateral,
then Creditor shall promptly notify FCC and, in addition to any obligations or
remedies imposed or provided under applicable law, Creditor shall hold such
Collateral in trust for FCC and promptly turn over such Collateral upon FCCs
written request therefor.

      2. Form of Obligations Irrelevant. This Disclaimer shall remain in full
force and effect notwithstanding that FCC or Creditor terminates or modifies, by
agreement or otherwise, any of their respective agreements with BGC.

      3. Further Assurances; Binding Agreement; Governing Law. Creditor will,
upon the request and at the expense of FCC, execute and deliver to FCC such
further and additional documents as FCC may reasonably deem necessary or
desirable to effect the disclaimer of interest in the Collateral contemplated
hereby, including but not limited to appropriate UCC filings and releases in all
jurisdictions in which Creditor may have perfected security interests in all or
any portion of the
<PAGE>

Collateral. This Disclaimer shall be binding upon, and inure to the benefit of,
the successors and assigns of FCC and Creditor. This Disclaimer shall be
governed by and construed in accordance with the laws of the Commonwealth of
Massachusetts, without reference to its principles of conflict of laws.

                                   CREDITOR:

                                   _____________________________________

                                   By:    ______________________________

                                   Name:  ______________________________

                                   Title: ______________________________

                                   Date:  ______________________________