Exhibit 10.39




                        GAS RESOURCE PORTFOLIO MANAGEMENT
                                       AND
                               GAS SALES AGREEMENT
                                     BETWEEN
                               BOSTON GAS COMPANY
                              COLONIAL GAS COMPANY
                                       AND
                                ESSEX GAS COMPANY
                                    AS BUYER
                                       AND
                            ENTERGY-KOCH TRADING, LP
                                    AS SELLER







<PAGE>


                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
ARTICLE                                                  HEADING                                                          PAGE
-------                                                  -------                                                          ----

<S>                <C>                                                                                                   <C>
I.                  Definitions............................................................................................3


II.                 Quantity and Nominations...............................................................................6


III.                Price..................................................................................................8


IV.                 Additional Capacity Management........................................................................11


V.                  Transportation and Underground Storage Assignments....................................................11


VI.                 Term of Agreement.....................................................................................13


VII.                Title and Taxes.......................................................................................16


VIII.               Quality and Pressure..................................................................................17


IX.                 Measurement and Tests.................................................................................17


X.                  Billing and Payment...................................................................................17


XI.                 Regulatory Bodies.....................................................................................18


XII.                Force Majeure.........................................................................................19


XIII.               Miscellaneous.........................................................................................21


                    Signature Page........................................................................................25

</TABLE>

                                       2
<PAGE>


                                    AGREEMENT


     THIS AGREEMENT made and entered into this 29th day of October, 2002, by and
between BOSTON GAS COMPANY,  a Massachusetts  corporation,  ESSEX GAS COMPANY, a
Massachusetts corporation and COLONIAL GAS COMPANY a Massachusetts  corporation,
all d/b/a KeySpan Energy Delivery New England hereinafter jointly referred to as
"Buyer"  or the  "KeySpan  Parties",  and  ENTERGY-KOCH  TRADING,  LP a Delaware
limited partnership, hereinafter referred to as "Seller" or "EKT."

                          W I T N E S S E T H  T H A T :
                          ------------------------------



     WHEREAS,  Buyer  desires to retain a manager for certain of its natural Gas
resource portfolio under the terms and conditions of this Agreement; and

     WHEREAS,  Buyer desires to purchase natural Gas from Seller under the terms
and conditions of this Agreement; and

     WHEREAS,  Seller desires to provide portfolio management services under the
terms and conditions of this Agreement; and

     WHEREAS,  Seller  desires to sell  natural Gas to Buyer under the terms and
conditions of this Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants and benefits to be
derived hereunder, Buyer and Seller agree as follows:


                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

     Unless  expressly  stated  otherwise,  the following  terms as used in this
Agreement shall mean:


1.1  The term "Algonquin" shall mean the Algonquin Gas Transmission Company.

1.2  The term "Btu" shall mean  British  Thermal  Unit(s)  which shall mean that
     amount of heat energy  required to raise the temperature of one avoirdupois
     pound  of  water  from   fifty-nine-degrees   Fahrenheit  to  sixty-degrees
     Fahrenheit at standard atmospheric  pressure, as determined on a dry basis.
     All prices and  charges  paid  hereunder  shall be  computed on a "dry" Btu
     basis.


                                       3
<PAGE>


1.3  The term "Buyer's  Unbundling  Program" shall mean the methodology by which
     Buyer, each Month,  implements the mandatory assignment of a pro-rata share
     of its pipeline and underground  storage resources and certain Gas supplies
     to third party suppliers on behalf of existing transportation customers and
     customers converting from sales to transportation service.

1.4  The term  "Canadian  Index" shall mean the price charged to Buyer  directly
     from the respective Supplier,  not EKT. Buyer is responsible for nominating
     and  scheduling  those  volumes  reflected in Appendix 1 and  identified as
     Canadian  Supply under the heading Gas  Commodity  Contract  Volumes.  Both
     Buyer and Seller  understand  that these volumes are subject to change each
     Month  during  the Term of this  Agreement  as a direct  result of  Buyer's
     Unbundling Program.

1.5  The term  "Day"  shall  mean the  period of time  beginning  at 9:00  a.m.,
     Central  Clock  Time,  on a calendar  day and ending at 9:00 a.m.,  Central
     Clock Time, on the following calendar day.

1.6  The term  "Delivery  Points"  shall mean  those  city gate  meter  stations
     connected to the  Tennessee  Gas Pipeline and  Algonquin  Gas  Transmission
     system as listed in Appendix 1.

1.7  The   term   "DTE"   shall   mean   the    Massachusetts    Department   of
     Telecommunications and Energy.

1.8  The term "Ending  Underground  Storage  Balance"  means the quantity of Gas
     that is physically in Buyer's total underground  storage accounts as of and
     including March 31, 2003.

1.9  The term "FERC" shall mean the Federal Energy Regulatory Commission.

1.11 The term "Force  Majeure" shall mean an event as defined in section 11.3 of
     this Agreement.

1.12 The term "Gas" shall mean quality Gas as defined in the FERC Gas Tariffs of
     Texas Eastern Transmission, Texas Gas Transmission, Tennessee Gas Pipeline,
     Transcontinental  Pipeline,  CNG  Transmission,  National  Fuel Gas Supply,
     Iroquois  Gas   Transmission,   Honeoye  Storage  Company,   Algonquin  Gas
     Transmission and Maritimes and Northeast Pipeline L.L.C.

1.13 The term "Gas Commodity Contract Volumes" means Buyer's Gas supply contract
     volumes as identified on Appendix 1.


                                       4
<PAGE>


1.14 The term "Initial  Underground Storage Balance" shall mean that quantity of
     Gas that is physically in Buyer's total underground  storage accounts as of
     November 1, 2002.

1.15 The term "MMBtu" shall mean one million (1,000,000) Btus.

1.16 The term "Month"  shall mean the period of time  beginning on the first Day
     of each  calendar  month  and  ending  on the  first  Day of the  following
     calendar month.

1.17 The term "Net Profits"  shall be defined as the sales  revenues (or losses)
     realized by EKT under this  Agreement less purchases and all other variable
     costs  incurred by EKT less the Total Guaranty  Payment.  Variable costs do
     not include any direct  overhead costs from EKT but shall include  variable
     costs such as (without limitation) cost of interest to finance costs of gas
     in storage, transportation and storage variable charges and hedging costs

1.18 The term "NYMEX"  shall mean the New York  Mercantile  Exchange for Natural
     Gas Futures Contracts.

1.19 The term  Baseload  Index  shall  mean the  weighted  average  Gas price as
     reflected  in Inside  FERC  First of the  Month's  Pricing  Report  for Gas
     Delivered to Pipelines for the applicable  Month for the applicable  supply
     area  capacity  associated  with the  transportation  contracts  listed  in
     Appendix 1 not allocated to the Canadian Index.

1.20 The term Swing Index shall mean the weighted average Gas price as reflected
     in Pasha's Gas Daily  Pricing  Report for the  applicable  supply  capacity
     associated  with the  transportation  contracts  listed in  Appendix  1 not
     allocated to the Canadian Index.

1.21 The term "Storage  WACOG" shall mean the Buyer's  weighted  average cost of
     underground storage Gas.

1.22 The term "Tennessee" shall mean the Tennessee Gas Pipeline Company.

1.23 The term "Term"  shall mean the period  commencing  on November 1, 2002 and
     ending on March 31, 2003.

1.24 The term  "Transporters"  shall mean any of the  following:  Texas  Eastern
     Transmission,    Texas   Gas   Transmission,    Tennessee   Gas   Pipeline,
     Transcontinental Gas Pipeline, CNG Transmission,  National Fuel Gas Supply,
     Iroquois  Gas   Transmission,   Honeoye  Storage  Company,   Algonquin  Gas
     Transmission Company and Maritimes and Northeast Pipeline L.L.C.


                                       5
<PAGE>

1.25 The  term  "Variable   Charges"  shall  mean  all  applicable   Transporter
     transportation  commodity  and fuel  charges  and all  Transporter  storage
     injection,  withdrawal and fuel charges and any other surcharges associated
     with delivery of Buyer's Gas to the Delivery Points, based upon the pricing
     hierarchy as reflected in Section 3.1.


                                   ARTICLE II
                            QUANTITY AND NOMINATIONS
                            ------------------------

2.1  Nominated Quantity.  Subject to the terms and conditions of this Agreement,
     Buyer will nominate,  purchase and receive and Seller will sell and deliver
     on a firm basis on each Day of the Term hereof, a quantity of Gas up to the
     MDQ as defined in section 2.2 below.

2.2  Maximum Daily Quantity  ("MDQ").  Notwithstanding  anything to the contrary
     herein,  the MDQ of Gas that Buyer is entitled to purchase  and receive and
     that  Seller  is  obligated  to sell  and  deliver  on each Day of the Term
     hereof,  shall be 630,883 MMBtus. Both Buyer and Seller understand that the
     MDQ shall be adjusted  Monthly and or Daily to reflect  Buyer's  Unbundling
     Program.

2.2.1Quantities  in Excess of the MDQ. From time to time during the term of this
     Agreement,  Seller may sell and Buyer may purchase  quantities in excess of
     the MDQ,  provided that both Buyer and Seller agree to such  quantities and
     to the price and terms of such  excess  sales  prior to  delivery.  Nothing
     contained  in this  section  2.2.1  shall  prevent  Buyer  from  purchasing
     quantities  of Gas in excess of the MDQ from a third  party(s)  other  than
     Seller.

2.3  Nomination and Delivery Requirements.

2.3.1Monthly  Nomination.  On or  before  12:00  Noon  Central  Time  and  three
     business  Days prior to the last day of trading  of the NYMEX  natural  gas
     contract  for  the  following  Month,  Buyer  will  provide  Seller  with a
     nomination  specifying  the total daily quantity of Gas to be purchased and
     received  under this  Agreement  for each Day during the  following  Month,
     ("Daily  Nominated  Quantity").  Such nomination by Buyer shall include the
     volumes  indicated  as Baseload  Index  volumes  pursuant to section  3.1.1
     below.

2.3.2Daily  Adjustments.  On or before 9:00 AM C.S.T. prior to the next delivery
     Day, Buyer may adjust its Daily Nominated  Quantity  prospectively  for any
     Day during the remainder of that Month.

2.3.3Intra-Day  Adjustments.  On or before the applicable intra-Day Transporters
     nomination deadline,  Buyer may adjust its Daily Nominated Quantity for the
     remainder  of that Day.  In the event  that  Buyer  requests  an  intra-Day
     adjustment,  the  Parties  shall work  together  to utilize  the  intra-Day
     flexibility  associated  with the contracts  listed in Appendix 1 in making
     such adjustments,  as well as the intra-Day  flexibilities  afforded by the
     respective Transporters.


                                       6
<PAGE>

2.3.4Manner of Submitting  Nominations.  Buyer must provide the  nominations set
     forth above in this section orally and then by fax. Oral nominations  shall
     be made by the Buyer to EKT's Designated Representatives (as defined in the
     Notice section below).  The oral  nominations  shall be followed by written
     confirmation  from the Buyer within  twenty-four  (24) hours.  By 3:30 P.M.
     Eastern time each Day, Seller shall provide volume  allocations by contract
     and delivery point  consistent  with Buyer's  nominations for the following
     Day to Buyer's Designated Representatives (as defined in the Notice section
     below).

2.3.5Points of Delivery.  Seller will deliver  volumes of Gas nominated by Buyer
     to points  designated by Buyer as provided by the  applicable  contracts or
     such other points as the parties may mutually agree.

2.4  Remedies for Failure to Deliver.

2.4.1Seller's  Failure  to  Deliver.  Except for an event of Force  Majeure,  if
     Seller  fails to deliver to Buyer the Daily  Nominated  Quantity,  and such
     failure to deliver is not excused under this  Agreement,  then Seller shall
     reimburse Buyer an amount, if positive,  between the price Buyer pays for a
     delivered  substitute supply of Gas and the Commodity Price,  multiplied by
     the  quantity  of Gas  Seller  fails to  deliver  in  accordance  with this
     section,  plus $___ per MMBtu,  multiplied  by the  quantity  of Gas Seller
     fails to  deliver.  Buyer  agrees to act in good faith in  purchasing  such
     substitute  supplies of Gas so as to minimize Seller's  reimbursement costs
     hereunder.

2.4.2Liquidating  Damages.  Subject to Article XII, should  Seller's  failure to
     deliver occur on a Day Buyer is unable,  utilizing all reasonable  efforts,
     to obtain a delivered  substitute  supply,  then in addition to any amounts
     owed by Seller to Buyer  pursuant  to Section  2.4.1,  Seller  shall pay to
     Buyer $___ per MMBtu  multiplied  by the quantity  Seller fails to deliver.
     Such amount represents Buyer's damages difficult to quantify and constitute
     liquidated damages and not a penalty.

2.4.3Right  to  Terminate.  In  the  event  Seller  fails  to  deliver  for  any
     continuous  period  in  excess of one (1) Day,  Buyer  may  terminate  this
     Agreement  in  accordance  with the  provisions  of section 6.2 below.  The
     parties  acknowledge  that Buyer shall not have the right to  terminate  if
     Seller's  failure  to perform is  excused  by Force  Majeure.  The  parties
     further  acknowledge that Buyer shall not have a right to terminate so long
     as Seller  delivers  at least  ninety  percent  (90%) of Buyer's  nominated
     quantity  (subject to the MDQ herein) on every Day, so long as such failure
     to deliver does not exceed one hundred and fifty thousand  (150,000) MMBtus
     over the term of the Agreement.


                                       7
<PAGE>

2.4.4Sole and Exclusive Remedy.  The remedies set forth in Sections 2.4.1, 2.4.2
     and 2.4.3 shall be Buyer's sole and exclusive  remedy for Seller's  failure
     to deliver Gas hereunder.

2.4.5Corporate  Guaranty.  Seller shall cause its parent  corporation to execute
     and maintain in effect  throughout  the term of this  Agreement a valid and
     binding guaranty of Seller's obligations under this Agreement to Boston Gas
     Company in the amount of $______  substantially in the form attached hereto
     as Appendix 2, or provide such other form of guaranty as may be  acceptable
     to Buyer in its sole discretion.

2.4.6Credit Assurance.  If a party ("Reviewing Party") has reasonable grounds to
     believe  that  one  or  more  of  the  other   party's   ("Debtor   Party")
     creditworthiness   or   performance   under  this   Agreements  has  become
     unsatisfactory,  the  Reviewing  Party will  provide the Debtor  Party with
     written  notice  requesting  financial  assurance  in  a  form  and  amount
     reasonably  determined by the Reviewing Party. Upon receipt of such notice,
     the Debtor Party shall have three (3) business days to remedy the situation
     by providing such financial  assurance to the Reviewing Party. In the event
     that the Debtor Party fails to provide such financial assurance  acceptable
     to the Reviewing Party within three (3) business days of receipt of notice,
     then an  Event  of  Default  as  described  below  will be  deemed  to have
     occurred,  and the  Reviewing  Party will be entitled to the  remedies  set
     forth  below.  For  purposes of this  Section  2.4.6 a drop in EKT's credit
     rating  to BBB+ or  below by  Standard  & Poor's  Rating  Services  (or its
     successor - referred to as "S&P") or to Baa1 or below by Moody's  Investors
     Services,  Inc.  (or  its  successor  -  referred  to as  "Moody's")  shall
     constitute  reasonable grounds for the KeySpan Parties to request financial
     assurance  from  EKT.  A drop in  Boston  Gas  Company's  or  Colonial  Gas
     Company's  credit  rating  to BBB+ or  below  by S&P or to Baa1 or below by
     Moody's  shall  constitute  reasonable  grounds  for EKT to seek  financial
     assurance from the KeySpan Parties.

2.4.7. For  purposes  of managing  credit  exposure,  the parties  agree that in
     connection  with gas supply to Seller under this  Agreement,  (i) EKT shall
     have the right, as agent for the KeySpan Parties,  to purchase gas supplies
     from third parties, or (ii) the KeySpan Parties shall directly purchase gas
     supplies from third  parties.  However,  prior to any such  purchases  made
     under this Section  2.4.7,  the parties shall  mutually agree in writing to
     the quantity and terms of such  purchases,  and the parties shall  mutually
     agree  whether  the  purchases  shall  be by EKT  as  agent  or by  KeySpan
     directly. Additionally, by December 15, 2002, the parties shall endeavor to
     execute an agency agreement that provides EKT the authority to purchase gas
     as agent for the KeySpan hereunder.


                                       8
<PAGE>

                                   ARTICLE III
                                      PRICE
                                      -----

3.1 Commodity Price.

3.1.1Quantities Within MDQ. The price for Gas delivered  hereunder up to the MDQ
     will be  referred  to as the  "Commodity  Price"  and shall be equal to the
     following pricing hierarchy:


Canadian Index:
                    0 up to  the  sum  total  of  Buyer's  entitlements  on  the
                    Canadian  contracts  identified  in  Appendix  1  stated  in
                    MMBtu's  per Day shall be equal to the  Canadian  Index plus
                    applicable Variable Charges.

Baseload
Index:
                    The next  volumes,  up to the amount  indicated  by Buyer in
                    accordance with this section,  but not to exceed Buyer's MDQ
                    less the Storage WACOG tier,  less the Canadian  Index tier,
                    shall  be  equal  to  the  Baseload  Index  plus  applicable
                    Variable  Charges.  On October 18, 2002,  Buyer indicated to
                    Seller,  the  volumes  that will be subject to the  Baseload
                    Index  for  each  month  over the  Term.  Such  volumes  are
                    identified in Appendix 1. If Buyer fails to take delivery of
                    volumes it indicates  as Baseload  Index  volumes,  and such
                    failure to take is not excused  under the  Agreement,  then,
                    Buyer shall  reimburse  Seller the amount,  if any, by which
                    the price Seller is able to obtain by reselling  volumes not
                    taken is exceeded by the Baseload Index. Seller shall act in
                    good  faith  to  resell  such  volumes  in  a   commercially
                    reasonable  manner so as to minimize  Buyer's  reimbursement
                    costs hereunder.

Swing
Index:
                    The next  volumes,  up to Buyer's MDQ less the Storage WACOG
                    tier,  less  the  Canadian  Index  tier,  and the  less  the
                    Baseload  Index tier shall be equal to the Swing  Index plus
                    applicable Variable Charges.




Storage WACOG:
                    All remaining volumes,  up to Buyer's MDQ, shall be equal to
                    the Storage WACOG plus applicable Variable Charges.


3.1.2Buyer's  Right to Fixed  Pricing.  Buyer shall  retain the right to convert
     any Baseload Volume Index price to a fixed price for any portion of the MDQ
     for any Month(s) during the Term of this Agreement,  provided any converted
     volumes  are  specifically  within the  following  Commodity  Price  tiers:
     Baseload Index and Swing Index.  Such fixed pricing shall be defined as the
     applicable   NYMEX   based   price  plus  a  mutually   agreed  upon  basis
     differential.  Buyer must notify  Seller of any change to fixed pricing for
     any Month on or before three (3) full  business  Days prior the last Day of
     trading for the applicable NYMEX future contract Month(s).  In addition, if
     Buyer  elects to  convert to a fixed  price for any of its MDQ,  then Buyer
     will be required to  purchase on each Day during the  applicable  converted
     period 100 percent of the volume  that Buyer  elected to convert to a fixed
     price.


                                       9
<PAGE>

3.2        Guaranteed Payment and Net Profit Sharing.

3.2.1. Guaranty  Payments.  Buyer agrees to invoice Seller on or before the 15th
     Day of each Month during the Term and Seller  agrees to pay Buyer an amount
     of  $________  ("Total  Guaranty  Payment"),  payable  in  five  (5)  equal
     installments  of $________  ("Monthly  Guaranty  Payment") on or before the
     25th Day of each Month  during  the Term of this  Agreement  to  compensate
     Buyer for the use of Buyer's portfolio. Such payments shall be made by wire
     transfer  at such  location  as Buyer  may from time to time  designate  in
     writing.  "Prorated  Guaranty  Amount"  means  the Total  Guaranty  Payment
     divided by the total number of months in the Term  multiplied by the number
     of months that have  occurred  from  November  1, 2002  through the date of
     calculation  (prorated  for the  month  in which  the  date of  calculation
     occurs).

3.2.2EKT  and  the  Buyer  shall  share  in  the   positive  Net  Profits  on  a
     50%EKT/50%KeySpan Parties basis. EKT shall calculate the Net Profits amount
     within 30 days of the  expiration of the Term, and shall pay such amount to
     Buyer within five Days of such  calculation.  EKT shall provide a report to
     the KeySpan  Parties  each month  during the Term of the  Agreement  with a
     calculation  of the Net Profits to date.  EKT DOES NOT WARRANT THAT THE NET
     PROFITS AMOUNT SHALL BE A POSITIVE NUMBER, AND EKT EXPRESSLY DISCLAIMS THAT
     THE NET PROFITS AMOUNT SHALL BE A POSITIVE NUMBER.  Except in the case of a
     termination based on a Buyer Event of Default,  if the Net Profit amount is
     a negative number, EKT shall be responsible for such losses.

3.3  Transportation  and  Underground  Storage Cost  Reimbursement.  Buyer shall
     reimburse  Seller for 100  percent of the  transportation  and  underground
     storage  reservation charges associated with capacities assigned from Buyer
     to Seller  pursuant  to  Article V during  the Term of this  Agreement.  In
     addition,  Buyer shall  reimburse  Seller for 100 percent of the applicable
     transportation and underground storage Variable Charges associated with the
     delivery  of Gas by Seller  to  Buyer's  Delivery  Points up to the MDQ and
     based  upon the  pricing  hierarchy  as  reflected  in section  3.1.1.  All
     Transporter  refunds and credits  applicable to the Term of this  Agreement
     associated with capacities assigned from Buyer to Seller during the Term of
     this Agreement shall belong to Buyer.

3.4  Suspension of Indices.  If, during the Term of this Agreement,  a specified
     index  referenced  in  the  Agreement  ceases  to be  published  or is  not
     published  for a given  Month,  or,  if a more  appropriate  index  becomes
     available  then Buyer and Seller shall  mutually  agree upon a  replacement
     index.


                                       10
<PAGE>

                                   ARTICLE IV
                         ADDITIONAL CAPACITY MANAGEMENT
                         ------------------------------

4.1  Agreement.Buyer possesses certain assets used to meet seasonal requirements
     of Buyer's utilities that are not included in this Agreement.  From time to
     time over the Term,  Buyer and Seller  may agree to allow  Seller to access
     and manage some or all of these assets.

4.2  Any asset  management  strategy  implemented  under this Article IV will be
     memorialized as an amendment to this Agreement, and all net profits related
     to such asset management  strategies under this Article IV (the "Article IV
     Net  Profits")   will  be  shared   between  the  Buyer  and  Seller  on  a
     50%EKT/50%KeySpan  Parties basis.  Article IV Net Profits shall be equal to
     the sales revenues realized by EKT under this Article IV less purchases and
     all other variable costs incurred by EKT. Variable costs do not include any
     direct  overhead  costs from EKT but shall include  variable  costs such as
     (without  limitation)  cost of interest to finance costs of gas in storage,
     transportation and storage variable charges and hedging costs.

     This Article IV Net Profit sharing  calculation  shall be separate from and
     in  addition  to  the  Total  Guaranty   Payment  and  Net  Profit  sharing
     calculation  referenced  in  Section  3.2  above.  Except  in the case of a
     termination based on a Buyer Event of Default,  if the Net Profit amount is
     a negative number, EKT shall be responsible for such losses.


                                    ARTICLE V
               TRANSPORTATION AND UNDERGROUND STORAGE ASSIGNMENTS
               --------------------------------------------------

5.1  Assignment of Transportation  and Underground  Storage Contracts to Seller.
     Each Month,  Buyer shall assign or otherwise  provide  agency rights to the
     specified  transportation  and  underground  storage  contracts and related
     quantities as listed in Appendix 1, as attached hereto. Such quantities are
     subject  to recall  (but only in  connection  with the  Buyer's  Unbundling
     Program  requirements  or  EKT's  default  of this  Agreement)  and will be
     adjusted  each  Month  in  accordance  with  Buyer's   Unbundling   Program
     requirements.  Subject to Article II of this Agreement and the  limitations
     set forth in section  5.2.4  below,  Seller  shall  have full and  complete
     control over the utilization of the contracts and related quantities listed
     in Appendix 1,  including  without  limitation the manner and timing of any
     transportation,  injections,  and  withdrawals of Gas under such contracts,
     provided that Seller shall maintain  maximum  withdrawal  rights on each of
     the  Tennessee  FS-MA  contract  numbers  527,  524 and  2272 at all  times
     throughout  the term of this  Agreement  and further  that Seller shall not
     release any  Tennessee  capacity on  contracts  2062,  2025,  32155 and 435
     upstream of Zone 4 at any time during the Months of  December,  January and
     February Any  incremental  charges  incurred by either Buyer or Seller as a
     result of such  utilization by Seller shall be the sole  responsibility  of
     Seller,  and Seller  shall  either pay or credit Buyer for any such charges
     incurred by Buyer.  All  assignments  or agency rights from Buyer to Seller
     shall  be in  accordance  with  all  the  applicable  Transporters'  tariff
     provisions and shall terminate upon the expiration of this Agreement.


                                       11
<PAGE>


5.1.1Transfer of Gas in Underground  Storage.  The Initial  Underground  Storage
     Balance shall be under the control and discretion of Seller  effective with
     the Term of this  Agreement and title to such Initial  Underground  Storage
     Balance shall transfer to Seller as of the effective date of this Agreement
     at no cost to Seller.  No resale agreement or other indicia of the transfer
     other than this  Agreement  shall be necessary to evidence such transfer of
     title. Buyer warrants title to the Initial  Underground Storage Balance and
     that such Gas is free from liens and adverse  claims of every  kind.  Buyer
     will  indemnify  and save  Seller  harmless  against  all loss,  damage and
     expense of every  character  on account  of adverse  claims to the  Initial
     Underground  Storage  Balance prior to transfer of title to Seller.  Seller
     shall ensure that all tariff  provisions and other compliance  requirements
     of underground storage vendors applicable to Gas in underground storage are
     met and penalties are avoided. Any penalties incurred by Buyer or Seller as
     a result of Seller's utilization of Gas in underground storage shall be the
     sole  responsibility of Seller.  At the end of this Agreement,  if Seller's
     actual storage balance is less than the Buyer's storage inventory  balance,
     Seller will repay the difference in-kind ratably from April 1, 2003 through
     October  31,  2003.   Seller  shall   deliver  such  volumes  into  Buyer's
     Transporter;  Buyer shall either be responsible for  transportation  of the
     volumes or Buyer shall provide adequate transportation and injection rights
     to Seller to effect redelivery to Buyer's storage capacity.

     If Seller's  actual  storage  balance is greater than Buyer's paper storage
     balance,  Buyer will pay Seller for the difference at the simple average of
     the April  2003  through  October  2003  first-of-the-month  receipt  point
     indices for the pipelines  (Tennessee and Tetco) used to inject supply into
     Buyer's  storage  contracts,  grossed  up for all  variable  changes to the
     applicable storage contracts.

5.1.2Gas Commodity  Contract Volumes.  For those Gas Commodity  Contract Volumes
     identified  in Appendix 1, Buyer will transfer and Seller will accept title
     to such  volumes  at the  delivery  point(s)  applicable  to each  such Gas
     Commodity Contract Volumes.  All volumes delivered will be adjusted Monthly
     in accordance with Buyer's Unbundling Program requirements.


5.2  Responsibility for Transportation and Underground Storage Contracts.

5.2.1Responsibility  for  Administration.  Subject to the limitations in section
     5.2.4  below,  Seller  shall  assume all  obligations  and rights under the
     transportation  and  underground  storage  contracts  listed in Appendix 1,
     including without  limitation,  the obligation to submit nominations to all
     applicable Transporters and to pay all Transporter invoices.


                                       12
<PAGE>

5.2.2Operational Balancing  Agreements.  Buyer shall retain all responsibilities
     for  confirming  all of Seller's  daily  deliveries  to Buyer's  city gates
     covered  under  Buyer's  Operational  Balancing  Agreements  (OBA) for both
     Tennessee and Algonquin . As such, any imbalances  caused by Seller over or
     under delivering  Buyer's Daily Nominated  Quantities shall be the physical
     and financial  responsibility  of Seller.  Any  imbalances  caused by Buyer
     physically  taking greater or less than Buyer's Daily Nominated  Quantities
     shall be the physical and financial responsibility of Buyer.

5.2.3Projected   Requirements.   Buyer   shall   periodically   provide   Seller
     information   concerning   Buyer's   expected  Gas   requirements   on  its
     distribution system . Buyer will also provide Seller information concerning
     any known or expected  events that will cause  material  changes in Buyer's
     daily Gas  requirements as soon as the information  becomes known to Buyer.
     Buyer and Seller  agree to work  together  on a daily  basis to ensure that
     nominations  (including any necessary  adjustments thereto) are made timely
     on all applicable  Transporters  and such nominations  reflect,  as much as
     reasonably possible, Buyer's expected requirements.

5.2.4Modification  of  Contracts.  Seller  will fully  comply with all terms and
     conditions of the  contracts  listed in Appendix 1. Seller shall not amend,
     extend or cause the early  termination of any  transportation,  underground
     storage  or Gas  Commodity  Contract  of  Buyer  which is  subject  to this
     Agreement  without the prior consent of Buyer. In the event such consent is
     provided  orally it shall be  followed  up in  writing  by Buyer  within 24
     hours.


                                   ARTICLE VI
                                TERM OF AGREEMENT
                                -----------------

6.1  Primary Term. This Agreement shall become effective on November 1, 2002 and
     shall remain in full force and effect through March 31, 2003  ("Term").  At
     the end of the Term,  Seller  shall  immediately  assign or release back to
     Buyer all of Buyer's  right title and interest in the  contracts  listed on
     appendix 1 free and clear of claims, liens,  encumbrances  restrictions and
     defects in title of any nature  incurred  as a result of  Seller's  acts or
     omissions.

6.2  Events  of  Default.  In the event  that EKT or one or more of the  KeySpan
     Parties (the "Defaulting Party"):

     (a)  fails to make,  when due,  any  payment  under this  Agreement  and/or
          provide  financial  assurance  if required  pursuant to Section  2.4.6
          above  (which  shall not include a delay that is cured  within two (2)
          Business Days of a demand for corrective action);


                                       13
<PAGE>


     (b)  (Seller Only) fails to deliver pursuant to Section 2.4.1;

     (c)  fails to perform any other  obligation  (that is not referenced in (a)
          and (b) above)  under this  Agreement  (which  shall not  include  any
          failure of performance  that is cured within five (5) Business Days of
          a demand for corrective action); or

     (d)  files a petition or otherwise commences,  authorizes, or acquiesces in
          the  commencement  of a proceeding  or cause under any  bankruptcy  or
          similar law for the protection of creditors or has such petition filed
          or proceeding  commenced against it (unless such filing is objected to
          and dismissed within three (3) business days; or

     (e)  otherwise becomes bankrupt or insolvent (however evidenced); or

     (f)  makes an assignment or any general arrangement of all or substantially
          all of its assets for the benefit of creditors; or

     (g)  is  dissolved  or  has a  resolution  passed  for  its  winding  up or
          liquidation  (other  than  pursuant to a  consolidation,  acquisition,
          amalgamation or merger); or

     (h)  is financially unable to pay its debts as they fall due;

     (i)  transfers  all or  substantially  all of its assets or merges  into or
          consolidates  with any  entity (i) where the  creditworthiness  of the
          resulting entity is below investment  grade; or (ii) where the merging
          party's  obligations  are not assumed by  operation  of law or written
          instrument, or

     (j)  makes a materially incorrect or misleading  representation or warranty
          under the Agreement.

     then, upon the occurrence and continuance of any such event (each an "Event
     of Default"), then the counterparty ("Non-Defaulting Party") shall have the
     right to withhold  or suspend  its  performance  under this  Agreement.  In
     addition, the Non-Defaulting Party may establish a date (upon notice to the
     Defaulting Party) that shall be the "Early Termination  Date." However,  in
     the case of an Event of Default  under  clauses (d)  through (i) above,  an
     Early  Termination Date shall be deemed to have occurred  immediately prior
     to such  event  and no prior  notice  shall be  required)  upon  which  the
     Non-Defaulting  Party may terminate  and liquidate any and all  outstanding
     Transactions  under this  Agreement.  All amounts  then  currently  owed or
     pending  shall become  payable by the debtor  party to the party owed.  The
     parties agree and  acknowledge  that if one or more of the KeySpan  Parties
     are  Defaulting  Parties,  then EKT shall  have the right to wind down this
     Agreement as to all of the KeySpan Parties.


                                       14
<PAGE>


     Upon the  designation  or  occurrence  of an Early  Termination  Date,  the
     Parties' shall wind down this Agreement pursuant to Section 6.3, 6.4 or 6.5
     (as applicable).

6.3  Wind Down Upon an EKT Event of Default.  If this Agreement is terminated by
     the Buyer as a result of an EKT Event of  Default,  all  capacity  shall be
     automatically  recalled by the KeySpan Parties, and EKT's obligation to pay
     any  remaining  Monthly  Guaranty  Payments  shall  cease  as of the  Early
     Termination  Date.  EKT shall  exercise  best efforts to unwind any related
     outstanding  trading  positions  it has taken based on this  Agreement  and
     shall be solely and fully liable for such  positions.  KeySpan shall pay to
     EKT any  amounts  due for gas  supplies  hereunder.  Further,  EKT shall be
     obligated  to  calculate  and pay the  Buyer  the  applicable  Net  Profits
     percentage.  EKT shall pay the Buyer such amount within thirty (30) days of
     the effective date of the termination.

6.4  Wind Down Upon an Event of  Default  by One or More  KeySpan  Parties  or a
     Discretionary  Termination.  If this  Agreement is  terminated  by EKT as a
     result  of a  KeySpan  Party  Event  of  Default  or if this  Agreement  is
     terminated  by  Buyer  as a  result  of a  Discretionary  Termination,  the
     capacity hereunder shall be recallable upon KeySpan's payment to EKT of any
     amounts  currently  due or pending by the  KeySpan  Parties to EKT upon the
     Early Termination Date (unless such amounts are the subject of a good faith
     dispute by the KeySpan Parties, in which case the parties shall establish a
     prompt and  reasonable  recall  schedule for the capacity  hereunder),  and
     EKT's obligation to pay any remaining Guaranteed Value Payments shall cease
     as of the Early  Termination  Date.  EKT shall  calculate  the Net  Profits
     amount.

          a.   If upon such  termination,  the Net Profits  amount is  positive,
               KeySpan Parties shall:

               (1)  Retain the Prorated Guaranteed Amount, and

               (2)  Receive its fifty percent share of the Net Profits.



          b.   If Net Profits are negative, the KeySpan Parties shall pay to EKT
               the absolute value of such negative amount.

     The Parties  acknowledge  that for this  Section  5.4,  "Prorated  Guaranty
     Amount" shall replace "Total Guaranteed  Amount" for the calculation of Net
     Profits upon termination.  The KeySpan Parties  reimbursement to EKT or (if
     applicable)  EKT`s  obligation  to pay the  KeySpan  Parties the Net Profit
     percentage shall occur within thirty (30) days of the effective date of the
     termination.


                                       15
<PAGE>


6.5  Wind  Down Upon  No-Fault  Termination  or  Mandated  Termination.  If this
     Agreement  is  terminated  based  on a  No-Fault  Termination  or  if  this
     Agreement is terminated by Buyer as a result of a Mandated Termination, the
     parties shall  establish a prompt and  reasonable  recall  schedule for the
     capacity  hereunder,  and EKT's obligation to pay any remaining  Guaranteed
     Value  Payments  shall cease as of the Early  Termination  Date.  EKT shall
     calculate the Net Profits amount.

          a. If upon such  termination,  the Net  Profits  amount  is  positive,
     KeySpan Parties shall:

          (1)  Retain the Prorated Guaranteed Amount, and

          (2)  Receive its fifty percent share of the Net Profits.

          b. If Net Profits are negative,  the KeySpan  Parties shall pay to EKT
     the fifty percent (50%) of the absolute value of such negative amount. .

     The Parties  acknowledge  that for this  Section  6.5,  "Prorated  Guaranty
     Amount" shall replace "Total Guaranteed  Amount" for the calculation of Net
     Profits upon termination.  The KeySpan Parties  reimbursement to EKT or (if
     applicable)  EKT`s  obligation  to pay the  KeySpan  Parties the Net Profit
     percentage shall occur within thirty (30) days of the effective date of the
     termination.

     A  "No-Fault"  Termination  is  a  termination  based  on a  suspension  of
     performance based on Force Majeure.

6.6  In addition, the Non-defaulting Party shall have a general right of set off
     with  respect to all amounts owed among the parties  hereunder,  under this
     Agreement or any agreement or  arrangement  among the parties.  Obligations
     hereunder  shall be deemed  satisfied  and  discharged to the extent of any
     such  setoff.  A party shall give the  affected  party notice of any setoff
     effected under this section  provided that a failure to provide such notice
     shall not affect the validity of the setoff.

                                   ARTICLE VII
                                 TITLE AND TAXES
                                 ---------------

7.1  Transfer of Title,  Possession and Control. Title to the Gas sold hereunder
     shall pass from Seller to Buyer upon  delivery of said Gas to the  Delivery
     Points as  reflected in Appendix 1. As between the Parties  hereto,  Seller
     shall be  deemed  to be in  control  and  possession  of all Gas  delivered
     hereunder  and shall  indemnify  and hold Buyer  harmless  from any damage,
     injury or losses which occur prior to the delivery to Buyer at the Delivery
     Points;  otherwise,  Buyer shall be deemed to be in  exclusive  control and
     possession thereafter and shall indemnify and hold Seller harmless from any
     other injury, damage or losses.


                                       16
<PAGE>


7.2  Warranty of Title.  Except as set forth below, Seller warrants title to all
     Gas delivered hereunder by Seller, including the Ending Underground Storage
     Balance or that Seller has the right to sell the same, and that such Gas is
     free from liens and adverse claims of every kind. Seller will indemnify and
     save Buyer harmless against all loss, damage and expense of every character
     on account of adverse claims to the Gas delivered by it before  delivery to
     Buyer.

7.3  Taxes.  Other than ad valorem  taxes on  underground  storage Gas which are
     subject to section 7.4 below,  Buyer shall reimburse  Seller for any taxes,
     fees  or  charges,  other  than  an  income  tax,  which  are  levied  by a
     governmental or regulatory body on the Gas sold under this Agreement.

7.4  Ad Valorem  Taxes If any  underground  storage Gas is subject to ad valorem
     property  taxes  during  the  term  of  this  Agreement,   Buyer  shall  be
     responsible  for payment of such taxes  regardless of whether title to such
     underground storage Gas is held by Buyer or Seller except if Seller injects
     Gas into  underground  storage  for its own account or  withdraws  Gas from
     underground   storage  for  purposes  other  than  meeting  the  city  gate
     requirements of Buyer,  then Seller shall be responsible for payment of all
     applicable ad valorem taxes on the amounts so injected or withdrawn.

                                  ARTICLE VIII
                              QUALITY AND PRESSURE
                              --------------------

8.1  Pressure Requirements. All Gas delivered at the Delivery Points shall be at
     the pressure  existing in Tennessee  and  Algonquin's  facilities.  Neither
     Seller nor Buyer  shall be  obligated  to  install  or operate  compression
     facilities.


                                   ARTICLE IX
                              MEASUREMENT AND TESTS
                              ---------------------

9.1  Measurement Point. All Gas sold hereunder shall be measured at the Delivery
     Points on Tennessee and Algonquin  systems at pressures in existence at the
     time of delivery and shall be measured to the unit of one MMBtu.

9.2  Standards  for  Measurement  and  Tests.  Unless  specified  herein  to the
     contrary,  the  standards  for  measurement  and tests shall be governed by
     those  standards  set  forth  in  the  currently  effective  Tennessee  and
     Algonquin tariffs.


                                       17
<PAGE>

                                    ARTICLE X
                               BILLING AND PAYMENT
                               -------------------

10.1 Billing and Payment. Seller shall render to Buyer, at the address indicated
     in Section 13.2 hereof,  on or before the third  business Day of each Month
     an estimate of all Gas volumes  purchased during the preceding Month and on
     or before the fifteenth  (15th) Day of each  calendar  Month an invoice for
     all  Gas   purchased   during  the  preceding   Month,   according  to  the
     measurements,  computations,  and prices provided  herein.  Invoices may be
     based initially upon estimates,  but will be corrected to actual as soon as
     possible.  Buyer agrees to make payment hereunder to Seller for its account
     in available  funds by wire  transfer or by mail at such location as Seller
     may from time to time designate in writing.  Payment shall be made by Buyer
     within  ten  (10)  Days  of  the  date  of  receipt  of  Seller's  invoice.
     Notwithstanding  the above,  if a good faith  dispute  arises  between  the
     Parties over the amounts due under the invoice for any matters,  other than
     any  reimbursement  for the demand or  reservation  charges  under the firm
     transportation and underground storage contracts,  then Buyer will pay that
     portion of the invoice(s) not in dispute on or before the due date and both
     Parties will continue to perform  their  obligations  under this  Agreement
     during such dispute.

10.2 Review of Books and  Records.  For a period of two years  after the date of
     final billing for the last Month in the Term of this  Agreement,  Buyer and
     Seller shall have the right to inspect and examine,  at  reasonable  hours,
     the  books,  records  and  charts  of the other  pertaining  to any term or
     condition of this Agreement to the extent  necessary to verify the accuracy
     of any invoice, charge or computation made pursuant to this Agreement.

10.3 In payment obligation  hereunder are due and payable on the same date, then
     the parties shall net all such arising under this  Agreement  such that the
     party  owing the  greater  amount  shall  make a single  payment of the net
     amount to the other party in  accordance  with this  Article.  If the Buyer
     terminates   this   Agreement   based   on  its   interpretation   (or  the
     interpretation   of  any  of  its  counsel  or  advisors)   that  continued
     performance  under this Agreement is not permitted by a change,  directive,
     order of the  like by a  governing  authority,  such  termination  shall be
     referred to as a "Discretionary Termination."

                                   ARTICLE XI
                                REGULATORY BODIES
                                -----------------

11.1 Laws and  Regulations.  This  Agreement is subject to all valid  applicable
     governmental  laws and  orders,  including  but not limited to the FERC and
     DTE,  regulatory  authorizations  directives,  rules and regulations of any
     governmental body or official having  jurisdiction over the Parties,  their
     facilities, the Gas or this Agreement or any provision thereof; but nothing
     contained herein shall be construed as a waiver of any right to question or
     contest  any such  law,  order,  rule or  regulation  in any  forum  having
     jurisdiction.


                                       18
<PAGE>


11.2 Applicable  Law.  This Contract  shall be construed in accordance  with the
     laws of the Commonwealth of  Massachusetts,  excluding any conflict of laws
     and principles of said  jurisdiction  that might require the application of
     the laws of another jurisdiction.

11.3 Changes in Law or Regulation. If any federal or state statute or regulation
     or order by a court of law or regulatory  authority  directly or indirectly
     (i) prohibits performance under this Agreement, (ii) makes such performance
     illegal or impossible, or (iii) effects a change in a substantive provision
     of this Agreement which has a significant  material adverse impact upon the
     ability of either Party to perform its  obligations  under this  Agreement,
     then the Parties will use all reasonable efforts to revise the Agreement so
     that:

     (a)  performance  under the  Agreement  is no longer  prohibited,  illegal,
          impossible or is no longer impacted in a material adverse fashion, and

     (b)  the  Agreement is revised in a manner that  preserves,  to the maximum
          extent possible, the respective positions of the Parties.

     Each Party will provide  reasonable and prompt notice to the other Party as
     to any proposed law,  regulations or any regulatory  proceedings or actions
     that could affect the rights and obligations of the Parties. If the Parties
     are unable to revise the Agreement in accordance  with the above,  then the
     Party whose performance is rendered prohibited,  illegal,  impossible or is
     impacted in a material  adverse  manner  shall have the right,  at its sole
     discretion,  to suspend this  Agreement  upon  written  notice to the other
     Party.  Either Party may then terminate this Agreement upon 30 Days written
     notice to the other Party.

     If the Buyer terminates this Agreement based on its  interpretation (or the
     interpretation   of  any  of  its  counsel  or  advisors)   that  continued
     performance  under this Agreement is not permitted by a change,  directive,
     order of the  like by a  governing  authority,  such  termination  shall be
     referred to as a "Discretionary Termination."

     If the Buyer terminates this Agreement based on an express mandate to do so
     by a  governing  authority,  such  termination  shall be  referred  to as a
     "Mandated Termination."


                                       19
<PAGE>


                                   ARTICLE XII
                                  FORCE MAJEURE
                                  -------------

12.1 Suspension  of  Receipt  and  Delivery  Obligations.  If Buyer or Seller is
     rendered unable, wholly or in part, by Force Majeure to perform obligations
     under this Agreement,  other than the obligation to make payments due under
     this  Agreement,  it is  agreed  that  the  performance  of the  respective
     obligations  of Seller and Buyer to deliver or purchase and receive Gas, so
     far as they are affected by Force  Majeure,  shall be excused and suspended
     from the inception of any such inability until it is corrected,  but for no
     longer period. Buyer or Seller, whichever is claiming such inability, shall
     give  notice  thereof  to the  other  as  soon  as  practicable  after  the
     occurrence  of the Force  Majeure.  Such  notice may be given  orally or in
     writing but, if given  orally,  it shall be promptly  confirmed in writing,
     giving  reasonably  full  particulars.  Such  inability  shall be  promptly
     corrected  to the  extent  it may be  corrected  through  the  exercise  of
     reasonable  diligence  by the Party  claiming  inability by reason of Force
     Majeure.

12.2 Liability During Force Majeure. Neither Buyer nor Seller shall be liable to
     the other for any losses or damages,  regardless of the nature  thereof and
     however  occurring,  whether  such losses or damages be direct or indirect,
     immediate or remote,  by reason of, caused by, arising out of or in any way
     attributable  to suspension of the  performance of any obligation of either
     Party to the extent that such suspension occurs because a Party is rendered
     unable, wholly or in part, by Force Majeure to perform its obligations.

12.3 Force  Majeure.  The term Force  Majeure  means an event:  (i) that was not
     within the control of the Party  claiming its  occurrence;  (ii) that could
     not have been  prevented  or avoided by such Party  through the exercise of
     due  diligence;  and (iii)  that  prohibits  or  prevents  such  Party from
     performing its obligations under this Agreement.  Events that may give rise
     to a claim of Force Majeure include:

12.3.1 Acts of God.  The term  acts of God,  including  earthquakes,  epidemics,
     fires, floods,  landslides,  lightning,  storms, washouts,  weather related
     events such as  hurricanes or freezing or failure of wells or lines of pipe
     used to supply the Gas described in this Agreement which prevents  delivery
     to the  delivery  points,  and other  similar,  unusual and severe  natural
     calamities.

12.3.2 Acts of the public enemy,  wars,  blockage,  insurrections,  riots, civil
     disturbances and arrests.

12.3.3 Strikes, lockouts or other industrial disturbances.

12.3.4 Explosions, breakage, accidents to equipment, facilities or lines of pipe
     used to supply  the Gas  under  this  Agreement  or  explosions,  breakage,
     accidents to equipment, facilities or lines of pipe used to enable Buyer to
     receive  Gas  under  this  Agreement,   including  without   limitation  to
     equipment, facilities or lines of pipe related to Buyer's liquefied natural
     gas facilities.


                                       20
<PAGE>

12.3.5 The temporary inability of Transporters to receive,  transport or deliver
     the Gas described in this Agreement; or

12.3.6 Any other cause of a similar type provided that such cause satisfies each
     of  the  three   conditions   referenced   in  Section  12.3  hereof  (i.e.
     "(i)-(iii)").

12.4 Termination.  If a  Force  Majeure  event  continues  for a  period  of two
     (2)Days, and the parties,  working together in good faith, have been unable
     to resolve  such Force  Majuere  event,  then the Party which did not claim
     such Force Majeure may at any time thereafter terminate this Agreement upon
     forty eight (48) hours prior written notice to the extent the Force Majeure
     event has not been corrected prior to the expiration of such notice period.
     Such termination shall be considered a "No-Fault Termination."

12.5 Notwithstanding  anything in this Article XII to the contrary, if, upon the
     occurrence  of a  Force  Majeure  event,  (a)  first  of the  month  gas is
     curtailed,  and (b) delivery to KeySpan is possible, then EKT shall deliver
     gas supply  quantities  hereunder to KeySpan upon the occurrence of a Force
     Majeure event,  provided that the parties  negotiate a mutually  acceptable
     price for such  quantities  (such revised price shall only apply during the
     duration of the applicable  Force Majeure event).  If EKT's  performance is
     suspended in connection  with supply  obligations  that are of like-kind to
     the supply  obligation  hereunder as a result of Force  Majeure,  EKT shall
     perform (to the extent possible) such obligations on a pro-rated basis.

                                  ARTICLE XIII
                                  MISCELLANEOUS
                                  -------------

13.1 Confidentiality.  Except as  otherwise  provided  herein,  Seller and Buyer
     agree to  maintain  the  confidentiality  of the price  provisions  of this
     Agreement and Seller and Buyer agree not to divulge same to any third Party
     except to the extent, and only to the extent,  required by law, court order
     or the order or regulation of an administrative  agency having jurisdiction
     over Buyer and Seller, or the subject matter of this Agreement. If required
     to be disclosed, then the Party subject to the disclosure requirement shall
     (a) notify the other Party  immediately,  and (b)  cooperate to the fullest
     extent in seeking whatever  confidential status may be available to protect
     any material so disclosed.

13.2 Notices.  Except as otherwise  expressly provided in this Agreement,  every
     notice,  request,  statements and invoices provided in this Agreement shall
     be in writing and directed to the Party to whom given, made or delivered at
     such Party's address as follows:


                                       21
<PAGE>


   Buyer:           KeySpan Energy Delivery New England
                    201 Rivermoor Street
                    West Roxbury, MA 02132
                    Attention:  Elizabeth C. Danehy
                    Director of Customer Choice and Gas Resource Management.
                    Telephone:  617-723-5512  ext. 4730
                    Fax:  617-363-9715

                    For Payments:
                    KeySpan Energy Delivery
                    Fleet Bank of Massachusetts
                    Account # 02-0000-4039
                    ABA # 011-000-138

                    For Nominations:
                    Buyer shall provide to EKT (from time to time) a primary and
                    secondary contact (collectively referred to as "Buyer
                    Designated Representatives").


  Seller:           Entergy-Koch Trading, LP
                    20 East Greenway Plaza, Suite 700, Houston, TX 77046
                    Attention:  Chris Beggins


                    For Nominations:
                    EKT shall provide to Buyer (from time
                    to time) a primary and secondary
                    contact (collectively referred to as
                    "EKT Designated Representatives").

                    For Payments:
                    Wire Transfer
                    JPMorgan Chase Bank, New York, NY
                    Account # 323-009-980
                    ABA #021-000-021



     Either  Buyer  or  Seller  may  change  one or  more of its  addresses  for
     receiving  invoices,  statements,  notices,  nominations  and  payments  by
     notifying the other in writing.

13.3 Headings. The Table of Contents and the headings of any article, section or
     subsection of this Agreement are for purposes of convenience only and shall
     not be interpreted as having meaning or effect.


                                       22
<PAGE>


13.4 Waiver of  Default.  No waiver by either  Party of one or more  defaults or
     breaches by the other in  performance  of any of the terms or provisions of
     this  Agreement  shall  operate or be  construed  as a waiver of any future
     default or breach, whether of a like or of a different character.

13.5 Entire Agreement.  The terms and conditions contained herein constitute the
     full and complete  agreement  between the Parties and any change to be made
     must be submitted in writing and agreed to by both Parties.

13.6 Enforceability. This Agreement shall inure to the benefit of and be binding
     upon the parties and their respective heirs,  successors and assigns.  Each
     Party  represents  that it has all  necessary  power and authority to enter
     into and  perform  its  obligations  under  this  Agreement  and that  this
     Agreement  constitutes a legal,  valid and binding obligation of that Party
     enforceable  against  it in  accordance  with  its  terms,  except  as such
     enforceability  may be affected by any bankruptcy law or the application of
     principles  of equity.  The parties agree that the  transactions  hereunder
     constitute  a "forward  contract"  within the meaning of the United  States
     Bankruptcy  Code and that  Buyer  and  Seller  are each  "forward  contract
     merchants" within the meaning of the United States Bankruptcy Code.

13.7 Assignment and Organizational  Changes.  Seller shall not assign its rights
     or obligations  under this Agreement without the express written consent of
     Buyer. In the event of a Change of Control of Seller  occurring  during the
     term of this  Agreement,  Buyer  shall  have the  right to  terminate  this
     Agreement upon thirty (30) Days written  notice to Seller.  For purposes of
     this Section,  13.7 "Change of Control"  means the occurrence of any one or
     more of the following  events:  (a) the  shareholders  of Seller  approve a
     merger  or  consolidation  of  Seller  with  any  other  entity,   (b)  the
     shareholders  of  Seller  approve  a plan of  liquidation  of  Seller or an
     agreement for the sale or disposition by Seller of all or substantially all
     of its assets,  or (c) if a majority of the key individuals at Seller,  who
     at the  beginning of this  Agreement  are  providing the services for Buyer
     under this Agreement are no longer employed by Seller.

13.8 NAESB Compliance. Seller warrants and represents that all computer hardware
     or software  used in Seller's  performance  of this  Agreement  is and will
     continue to be compatible with the latest software release of NAESB.

13.9 Necessary  Authorizations.  Each party represents that it has all necessary
     corporate,  legal and other authority,  including regulatory  approval,  to
     enter into this Agreement and to perform each and every duty and obligation
     imposed herein,  and that this Agreement,  represents a valid,  binding and
     enforceable  legal  obligation  of each party.  No party to this  Agreement
     entered into hereunder  shall be required to  investigate  the authority of
     the person  executing this Agreement  entered into hereunder as a condition
     to enforcing the terms of this Agreement.


                                       23
<PAGE>

13.10Compliance with Laws.  Each of the KeySpan  Parties  represents to EKT that
     (i) to the best of its  knowledge,  its execution and  performance  of this
     Agreement  will not violate any  provisions of any federal,  state or local
     laws and will not  result  in the  breach or  violation  of,  constitute  a
     default under, or result in the creation of any lien, charge or encumbrance
     upon any of its  assets,  and (ii) it shall  comply  with all any  federal,
     state or local laws and any applicable  tariff  requirements  applicable to
     this Agreement.

     EKT  represents  to  the  KeySpan  Parties  that  (i) to  the  best  of its
     knowledge,  EKT's  execution and  performance  of this  Agreement  will not
     violate any  provisions  of any  federal,  state or local laws and will not
     result in the breach or violation of, constitute a default under, or result
     in the creation of any lien,  charge or encumbrance upon any of the Buyer's
     assets, and (ii) EKT shall comply with all any federal, state or local laws
     and any applicable tariff requirements applicable to this Agreement.

13.11The KeySpan Parties  acknowledge that they are jointly obligated to perform
     the Buyer's obligation hereunder.

13.12EXCEPT AS  OTHERWISE  SPECIFICALLY  PROVIDED  HEREIN,  IN NO EVENT WILL ANY
     PARTY  BE  LIABLE  UNDER  THIS  AGREEMENT,  WHETHER  IN  CONTRACT,  IN TORT
     (INCLUDING NEGLIGENCE AND STRICT LIABILITY),  OR OTHERWISE, FOR INCIDENTAL,
     INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.




          IN WITNESS  WHEREOF,  the parties hereto have caused these presents to
     be executed by their  respective  officers  thereunto duly authorized as of
     the Day and year first written.







                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                          SIGNATURES ON FOLLOWING PAGE




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<PAGE>




<TABLE>
<CAPTION>

BOSTON GAS COMPANY                                            ENTERGY-KOCH TRADING LP
d/b/a KeySpan Energy Delivery New England
<S>        <C>                                      <C>  <C>
By:        _____________________________             By:  ________________________________
           Signature                                      Signature

           -----------------------------                  --------------------------------
           Print Name                                     Print Name

           -----------------------------                  --------------------------------
           Buyer                                          Seller





ESSEX GAS COMPANY                                         COLONIAL GAS COMPANY
d/b/a KeySpan Energy Delivery New England                 d/b/a KeySpan Energy Delivery New England



By:        ______________________________            By:  ________________________________
           Signature                                      Signature

           ------------------------------                 --------------------------------
           Print Name                                     Print Name

           ______________________________                ________________________________
           Buyer                                          Buyer

</TABLE>