EXHIBIT 10.22.1


                          GAS TRANSPORTATION AGREEMENT
                       (For Use Under FT-A Rate Schedule)

     THIS  AGREEMENT  is made and entered  into as of the 1st day of  September,
1993, by and between  TENNESSEE GAS PIPELINE  COMPANY,  a Delaware  Corporation,
hereinafter  referred  to as  "Transporter"  and BOSTON GAS CO, a  MASSACHUSETTS
Corporation, hereinafter referred to as "Shipper". Transporter and Shipper shall
collectively be referred to herein as the "Parties."

                             ARTICLE I - DEFINITIONS

1.1  TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity of gas
     which Transporter agrees to receive and transport on a firm basis,  subject
     to Article  II herein,  for the  account of Shipper  hereunder  on each day
     during each year during the term hereof,  which shall be 41,687 dekatherms.
     Any limitations of the quantities to be received from each Point of Receipt
     and/or delivered to each Point of Delivery shall be as specified on Exhibit
     "A" attached hereto.

1.2  EQUIVALENT QUANTITY - shall be as defined in Article I of the General Terms
     and Conditions of Transporter's FERC Gas Tariff.

                           ARTICLE II - TRANSPORTATION

Transportation  Service -  Transporter  agrees to accept and receive  daily on a
firm basis,  at the Point(s) of Receipt from  Shipper or for  Shipper's  account
such  quantity  of gas  as  Shipper  makes  available  up to the  Transportation
Quantity,  and to deliver to or for the  account of Shipper to the  Point(s)  of
Delivery an Equivalent Quantity of gas.

                 ARTICLE III - POINT(S) OF RECEIPT AND DELIVERY

The Primary  Point(s) of Receipt and Delivery shall be those points specified on
Exhibit "A" attached hereto.

                                   ARTICLE IV

All  facilities  are in  place  to  render  the  service  provided  for in  this
Agreement.

        ARTICLE V - QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT

For all gas received,  transported and delivered  hereunder the Parties agree to
the Quality  Specifications  and Standards for  Measurement  as specified in the
General Terms and Conditions of  Transporter's  FERC Gas Tariff Volume No. 1. To
the extent that no new  measurement  facilities are installed to provide service
hereunder, measurement operations will continue in the manner in which they have
previously  been handled.  In the event that such facilities are not operated by
Transporter or a downstream  pipeline,  then responsibility for operations shall
be deemed to be Shipper's.

              ARTICLE VI - RATES AND CHARGES FOR GAS TRANSPORTATION

6.1  TRANSPORTATION  RATES - Commencing  upon the  effective  date  hereof,  the
     rates, charges, and surcharges to be paid by Shipper to Transporter for the
     transportation   service  provided  herein  shall  be  in  accordance  with
     Transporter's  Rate Schedule  FT-A and the General Terms and  Conditions of
     Transporter's  FERC Gas Tariff.  Except as provided to the  contrary in any
     written or  electronic  agreement(s)  between  Transporter  and  Shipper in
     effect  during  the term  Agreement,  Shipper  shall  pay  Transporter  the
     applicable  maximum rate(s) and all other applicable charges and surcharges
     specified in the Summary of Rates in  Transporter's  FERC Gas Tariff and in
     this Rate  Schedule.  Transporter  and  Shipper  may agree  that a specific
     discounted  rate will apply only to certain  volumes  under the  agreement.
     Transporter  and Shipper may agree that a  specified  discounted  rate will
     apply only to specified  volumes  (MDQ,  TQ,  commodity  volumes,  Extended
     Receipt and Delivery  Service Volumes or Authorized  Overrun volumes) under
     the  Agreement;  that a  specified  discounted  rate  will  apply  only  if

<PAGE>

     specified  volumes are  achieved  (with the  maximum  rates  applicable  to
     volumes  above the  specified  volumes or to all  volumes if the  specified
     volumes are never  achieved);  that a specified  discounted rate will apply
     only during  specified  periods of the year or over a specifically  defined
     period  of time;  that a  specified  discounted  rate  will  apply  only to
     specified points, zones, markets or other defined geographical area; and/or
     that a specified  discounted rate will apply only to production or reserves
     committed or dedicated to Transporter. Transporter and Shipper may agree to
     a specified  discounted rate pursuant to the provisions of this Section 6.1
     provided that the  discounted  rate is between the  applicable  maximum and
     minimum rates for this service.

6.2  INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any filing
     or similar fees, which have not been previously paid for by Shipper,  which
     Transporter incurs in rendering service hereunder.

6.3  CHANGES IN RATES AND CHARGES - Shipper agrees that  Transporter  shall have
     the unilateral right to file with the appropriate  regulatory authority and
     make effective  changes in (a) the rates and charges  applicable to service
     pursuant to  Transporter's  Rate Schedule  FT-A,  (b) the rate  schedule(s)
     pursuant to which  service  hereunder is rendered,  or (c) any provision of
     the  General  Terms and  Conditions  applicable  to those  rate  schedules.
     Transporter  agrees that Shipper may protest or contest the  aforementioned
     filings,  or  may  seek  authorization  from  duly  constituted  regulatory
     authorities for such adjustment of  Transporter's  existing FERC Gas Tariff
     as may be found necessary to assure Transporter just and reasonable rates.

                       ARTICLE VII - BILLINGS AND PAYMENTS

Transporter shall bill and Shipper shall pay all rates and charges in accordance
with Articles V and VI,  respectively,  of the General  Terms and  Conditions of
Transporter's FERC Gas Tariff.

                   ARTICLE VIII - GENERAL TERMS AND CONDITIONS

This  Agreement  shall be subject to the effective  provisions of  Transporter's
Rate Schedule FT-A and to the General Terms and Conditions incorporated therein,
as the same may be changed or superseded  from time to time in  accordance  with
the rules and regulations of the FERC.

                             ARTICLE IX - REGULATION

9.1  This Agreement  shall be subject to all applicable and lawful  governmental
     statutes,  orders, rules and regulations and is contingent upon the receipt
     and continuation of all necessary  regulatory  approvals or  authorizations
     upon terms  acceptable to Transporter.  This Agreement shall be void and of
     no force and effect if any necessary regulatory approval is not so obtained
     or continued.  All Parties hereto shall cooperate to obtain or continue all
     necessary approvals or authorizations,  but no Party shall be liable to any
     other  Party  for  failure  to  obtain  or  continue   such   approvals  or
     authorizations.

9.2  The  transportation  service  described herein shall be provided subject to
     Subpart G, Part 284, of the FERC Regulations.

                ARTICLE X - RESPONSIBILITY DURING TRANSPORTATION

Except as herein specified,  the  responsibility  for gas during  transportation
shall be as stated in the General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No. 1.

<PAGE>

                             ARTICLE XI - WARRANTIES

11.1 In addition to the  warranties set forth in Article IX of the General Terms
     and  Conditions  of  Transporter's  FERC Gas Tariff,  Shipper  warrants the
     following:

     (a)  Shipper  warrants  that all  upstream  and  downstream  transportation
          arrangements  are in  place,  or will be in place as of the  requested
          effective  date of service,  and that it has advised the  upstream and
          downstream  transporters of the receipt and delivery points under this
          Agreement and any quantity  limitations for each point as specified on
          Exhibit "A" attached  hereto.  Shipper  agrees to  indemnify  and hold
          Transporter  harmless  for refusal to transport  gas  hereunder in the
          event any  upstream  or  downstream  transporter  fails to  receive or
          deliver gas as contemplated by this Agreement.

     (b)  Shipper  agrees to indemnify  and hold  Transporter  harmless from all
          suits, actions,  debts, accounts,  damages, costs, losses and expenses
          (including reasonable attorneys fees) arising from or out of breach of
          any warranty by Shipper herein.

11.2 Transporter shall not be obligated to provide or continue service hereunder
     in the event of any breach of warranty.

                               ARTICLE XII - TERM

12.1 This contract  shall be effective as of 1 September,  1993 and shall remain
     in force and  effect,  unless  modified as per Exhibit B, until 31 October,
     2008  ("Primary  Term")  and on a month to month  basis  thereafter  unless
     terminated  by either  Party upon at least  thirty (30) days prior  written
     notice to the other Party;  provided,  however, that if the Primary Term is
     one year or more, then any rights to Shipper's  extension of this Agreement
     after the Primary  Term shall be governed by Article  III,  Section 10.4 of
     the General Terms and Conditions of Transporter's FERC Gas Tariff; provided
     further,  if the FERC or other  governmental body having  jurisdiction over
     the service rendered pursuant to this Agreement  authorizes  abandonment of
     such  service,  this  Agreement  shall  terminate on the  abandonment  date
     permitted by the FERC or such other governmental body.

12.2 Any portions of this Agreement  necessary to resolve or cash-out imbalances
     under this  Agreement as required by the General  Terms and  Conditions  of
     Transporter's Tariff, shall survive the other parts of this Agreement until
     such time as such balancing has been accomplished;  provided, however, that
     Transporter notifies Shipper of such imbalance not later than twelve months
     after the termination of this Agreement.

12.3 This  Agreement  will  terminate  automatically  upon  written  notice from
     Transporter in the event Shipper fails to pay all of the amount of any bill
     for service rendered by Transporter  hereunder in accord with the terms and
     conditions  of  Article  VI  of  the  General   Terms  and   Conditions  of
     Transporter's FERC Gas Tariff.

                              ARTICLE XIII - NOTICE

Except as otherwise  provided in the General Terms and Conditions  applicable to
this  Agreement,  any notice under this Agreement shall be in writing and mailed
to the post  office  address  of the Party  intended  to  receive  the same,  as
follows:

           TRANSPORTER:        Tennessee Gas Pipeline Company
                               P. 0. Box 2511
                               Houston, Texas 77252-2511

                               Attention: Director, Transportation Control

<PAGE>

           SHIPPER:
                     NOTICES:  BOSTON GAS CO
                               One Beacon Street
                               34th Floor
                               Boston, MA 02108

                               Attention: Elizabeth Danehy

           BILLING:            BOSTON GAS CO
                               201 Rivermoor Street
                               West Roxbury, MA 02132

                               Attention: Gas Resources Department

or to such other  address as either  Party  shall  designate  by formal  written
notice to the other.

                            ARTICLE XIV - ASSIGNMENTS

14.1 Either  Party may  assign or  pledge  this  Agreement  and all  rights  and
     obligations hereunder under the provisions of any mortgage,  deed of trust,
     indenture,  or  other  instrument  which  it has  executed  or may  execute
     hereafter as security for indebtedness. Either Party may, without relieving
     itself of its  obligation  under this  Agreement,  assign any of its rights
     hereunder  to a company  with which it is  affiliated.  Otherwise,  Shipper
     shall not assign this Agreement or any of its rights  hereunder,  except in
     accord with Article III,  Section 11 of the General Terms and Conditions of
     Transporter's FERC Gas Tariff.

14.2 Any person which shall succeed by purchase, merger, or consolidation to the
     properties,  substantially as an entirety,  of either Party hereto shall be
     entitled  to the  rights and shall be  subject  to the  obligations  of its
     predecessor in interest under this Agreement.

                           ARTICLE XV - MISCELLANEOUS

15.1 The  interpretation and performance of this Contract shall be in accordance
     with and  controlled by the laws of the State of Texas,  without  regard to
     the doctrines governing choice of law.

15.2 If any provisions of this Agreement is declared null and void, or voidable,
     by  a  court  of  competent  jurisdiction,  then  that  provision  will  be
     considered  severable at either  Party's  option;  and if the  severability
     option is exercised, the remaining provisions of the Agreement shall remain
     in full force and effect.

15.3 Unless otherwise  expressly provided in this Agreement or Transporter's Gas
     Tariff, no modification of or supplement to the terms and provisions stated
     in this agreement shall be or become  effective until Shipper has submitted
     a request for change  through  the  PASSKEY  and Shipper has been  notified
     through PASSKEY of Transporter's agreement to such change.

15.4 Exhibit "A" attached hereto is incorporated  herein by reference and made a
     part hereof for all purposes.

<PAGE>


     IN WITNESS  WHEREOF,  the Parties  hereto have caused this  Agreement to be
duly executed as of the date first hereinabove written.

                     TENNESSEE GAS PIPELINE COMPANY


                     BY: /s/ Randall G. Shorre
                     ----------------------------
                     Randall G. Schorre
                     Agent and Attorney-in-Fact


                     BOSTON GAS COMPANY

                     BY:  /s/ William R. Luthern
                      ----------------------------
                     TITLE:  VICE PRESIDENT
                             DATE: 3 DEC 94






<PAGE>


                                   EXHIBIT "A"
                         TO GAS TRANSPORTATION AGREEMENT
                            DATED September 1st, 1993
                         TENNESSEE GAS PIPELINE COMPANY
                                       AND
                                  BOSTON GAS CO

SERVICE PACKAGE: 623

SERVICE PACKAGE TO: 41,687

AMENDMENT EFFECTIVE DATE: SEPTEMBER 1ST, 1993
<TABLE>
<CAPTION>
 METER   AMD  METER NAME                       INTERCONNECT PARTY NAME      COUNTY            ST     ZONE    R/D   LEG    METER-TQ

------------------------------------------------------------------------------------------------------------------------------------
<S>      <C><C>                               <C>                          <C>               <C>     <C>     <C>   <C>    <C>
 07OO18   0  TGP - NORTHERN STORAGE WITHDRA                                 POTTER            PA      04      R     300    41,687

 020108   0   BOSTON-SOUTHBRIDGE MASS          BOSTON GAS CO                WORCESTER         MA      06      D     200     7,750

 020110   0   BOSTON-CLINTON MASS              BOSTON GAS CO                WORCESTER         MA      06      D     200     3,450

 020111   0   BOSTON-LEOMINSTER MASS           BOSTON GAS CO                WORCESTER         MA      06      D     200     7,100

 020115   0   BOSTON-ARLINGTON MASS            BOSTON GAS CO                MIDDLESEX         MA      06      D     200    39,767

 020116   0   BOSTON-REVERE MASS               BOSTON GAS CO                MIDDLESEX         MA      06      D     200     6,065

 020117   0   BOSTON-LYNN MASS                 BOSTON GAS CO                ESSEX             MA      06      D     200    14,321

 020118   0   BOSTON-BEVERLY-SALEM MASS        BOSTON GAS CO                ESSEX             MA      06      D     200     5,550

 020119   0   BOSTON-GLOUCESTER MASS           BOSTON GAS CO                ESSEX             MA      06      D     200     6,895

 020136   0   BOSTON-READING MASS              BOSTON GAS CO                MIDDLESEX         MA      06      D     200    16,500

 020191   0   BOSTON-SPENCER MASS              BOSTON GAS CO                WORCESTER         MA      06      D     200     4,300

 020192   0   BOSTON-LEXINGTON MASS            BOSTON GAS CO                MIDDLESEX         MA      06      D     200     5,200

 020341   0   BOSTON-BURLINGTON MASS           BOSTON GAS CO                MIDDLESEX         MA      06      D     200    16,200

 020343   0   BOSTON- LYNN FIELD MASS          BOSTON GAS CO                ESSEX             MA      06      D     200     4,300

 020389   0   BOSTON-W PEABODY MASS            BOSTON GAS CO                ESSEX             MA      06      D     200     3,050

</TABLE>

 METER    MINIMUM PRESSURE
 -------------------------
 07OO18
 020108       100  LBS
 020110       100  LBS
 020111       100  LBS
 020115       100  LBS
 020116       100  LBS
 020117       100  LBS
 020118       100  LBS
 020119       100  LBS
 020136       100  LBS
 020191       100  LBS
 020192       100  LBS
 020341       100  LBS
 020343       100  LBS
 020389       100  LBS



NUMBER OF RECEIPT POINTS: 1
NUMBER OF DELIVERY POINTS: 14