Exhibit 10(b)
                                                                           
                                                                           
                                                       Contract .No. 113421

             NATURAL GAS PIPELINE COMPANY OF AMERICA (Natural)
     TRANSPORTATION RATE SCHEDULE FTS AGREEMENT DATED January 15, 1998
           UNDER SUBPART G OF PART 284 OF THE FERC'S REGULATIONS

1.   SHIPPER is: NORTH SHORE GAS COMPANY, a LOCAL DISTRIBUTION COMPANY.

2.   (a)  MDQ totals: 8,929 MMBTU per day.

     (b)  Service option selected (check any or all):
          [  ] LN          [  ] SW          [  ] NB

3.   TERM:  Service  under FTS Agreement No. 113421 shall commence  on  the
     next  calendar  day  following the termination of  North  Shore's  FTS
     Agreement  No.  110522 dated September 22, 1995,  and  shall  continue
     through  the  last day of the month in which twelve complete  calendar
     months of service have been provided under the FTS Agreement.

4.   Service will be ON BEHALF OF: [X ] Shipper or [  ] Other:.

5.   The  ULTIMATE  END  USERS  are  customers  within  any  state  in  the
     continental U.S.; or (specify state)

     _______________________________________________________________

6.   [  ] This Agreement supersedes and cancels a __________  Agreement
     dated __________

     [  ] Capacity rights for this Agreement were released from Natural's
     Transportation Rate Schedule Agreement (KT #) dated and are subject to
     any recall/return provisions in Natural's Capacity Release Package ID
     #.

     [X] Service and reservation charges commence the latter of:
          (a) December 01, 1998, and
          (b) the date capacity to provide the service hereunder is
     available on Natural's System.

     [  ] Other: _______________________________________________________

7. SHIPPER'S ADDRESSES                       NATURAL'S ADDRESSES
                          General Correspondence:
NORTH SHORE GAS COMPANY          NATURAL GAS PIPELINE COMPANY OF AMERICA
WILLIAM MORROW                   ATTENTION: GAS TRANSPORTATION SERVICES
130 E. RANDOLPH DR., 23RD FLOOR       3200 SOUTHWEST FREEWAY  77027-7523
CHICAGO, IL 60601-6207                P.O. BOX 283 77001-0283
                                      HOUSTON, TEXAS

             Statements/Invoices/Accountinq Related Materials:
NORTH SHORE GAS COMPANY          NATURAL GAS PIPELINE COMPANY OF AMERICA
WILLIAM MORROW                   ATTENTION: ACCOUNT SERVICES
130 E. RANDOLPH DR., 23RD FLOOR            701 EAST 22ND STREET
CHICAGO, IL 60601-6207                    LOMBARD, ILLINOIS 60148

                                   Payments:
                                   NATURAL GAS PIPELINE COMPANY OF AMERICA
                                        P. O. BOX 2910
                                        CAROL STREAM, ILLINOIS 60132-2910

                                   FOR WIRE TRANSFER OR ACH:
                                 DEPOSITORY INSTITUTION: CITIBANK N.A.
                                        ABA ROUTING #: 021000089
                                        ACCOUNT #: 4067-6195

8.   The above stated Rate Schedule, as revised from time to time, controls this
     Agreement and is incorporated herein. The attached Exhibits A, B,  and
     C  (for  firm service only) are a part of this Agreement. NATURAL  AND
     SHIPPER  ACKNOWLEDGE THAT THIS AGREEMENT IS SUBJECT TO THE  PROVISIONS
     OF NATURAL'S FERC GAS TARIFF AND APPLICABLE FEDERAL LAW. TO THE EXTENT
     THAT STATE LAW IS APPLICABLE, NATURAL AND SHIPPER EXPRESSLY AGREE THAT
     THE  LAWS  OF  THE  STATE  OF  ILLINOIS  SHALL  GOVERN  THE  VALIDITY,
     CONSTRUCTION,  INTERPRETATION AND EFFECT OF THIS CONTRACT,  EXCLUDING,
     HOWEVER,  ANY  CONFLICT  OF LAWS RULE WHICH WOULD  APPLY  THE  LAW  OF
     ANOTHER STATE. This Agreement states the entire agreement between  the
     parties and no waiver, representation, or agreement shall affect  this
     Agreement  unless it is in writing. Shipper shall provide  the  actual
     end user purchaser name(s) to Natural if Natural must provide them  to
     FERC.

AGREED TO BY:
NATURAL GAS PIPELINE COMPANY OF AMERICA           NORTH SHORE GAS COMPANY
"Natural"                                        "Shipper"

By:   /s/ Stephen G. Weiman                  By:   /s/ William E. Morrow

Name:      Stephen G. Weiman                 Name:      William E. Morrow
Title:     Senior Vice President             Title:     Vice President


113421

                                 EXHIBIT A
                          DATED: January 15, 1998
                     EFFECTIVE DATE: December 01, 1998

COMPANY: NORTH SHORE GAS COMPANY
CONTRACT: 113421

RECEIPT POINT/S

                          County/Parish         PIN               MDQ
 Name/Location                 Area     State   No.     Zone   (MMBtu/d)


PRIMARY RECEIPT POINT/S

1. NGPL/TPC GAGE               GAGE       NE    2900     07      8,929
   INTERCONNECT WITH TRAILBLAZER PIPELINE
   IN SEC. 15-T4N-R6E, GAGE COUNTY,
   NEBRASKA.

SECONDARY RECEIPT POINT/S

  All secondary receipt point, and the related priorities and volumes, as
provided under the Tariff provisions governing this Agreement.

RECEIPT PRESSURE, ASSUMED ATMOSPHERIC PRESSURE

  Natural  gas to be delivered to Natural at the Receipt Point/s  shall  be
at a delivery pressure sufficient to enter Natural's pipeline facilities at
the  pressure maintained from time to time, but Shipper shall  not  deliver
gas  at  a  pressure in excess of the Maximum Allowable Operating  Pressure
(MAOP)  stated  for each Receipt Point. The measuring party  shall  use  or
cause  to  be  used  an assumed atmospheric pressure corresponding  to  the
elevation at such Receipt Point/s.

RATES

  Except  as  provided to the contrary in any written agreement(s)  between
the parties in effect during the term hereof, Shipper shall pay Natural the
maximum  rate  and  all  other lawful charges  as  specified  in  Natural's
applicable rate schedule.

FUEL GAS AND GAS LOST AND UNACCOUNTED FOR PERCENTAGE (%)

  Shipper will be assessed the applicable percentage for Fuel Gas and Gas
  Lost and Unaccounted For.

TRANSPORTATION OF LIQUIDS

  Transportation of liquids may occur at permitted points identified in
Natural's current Catalog of Receipt and Delivery Points, but only if the
parties execute a separate liquids agreement.


                                   A-1

                                 EXHIBIT B
                          DATED January 15, 1998
                     EFFECTIVE DATE: December 01, !998

COMPANY: NORTH SHORE GAS COMPANY
CONTRACT: 113421

RECEIPT POINT/S

                            County/Parish         PIN               MDQ
 Name/Location                   Area     State   No.     Zone   (MMBtu/d)


PRIMARY DELIVERY POINT/S

1. NO SHORE/NGPL GRAYSLAKE LAKE  LAKE       IL     1       06      8,929
   INTERCONNECT WITH NORTH SHORE GAS
   COMPANY LOCATED IN SEC. 12-T44N-R10E,
   LAKE COUNTY, ILLINOIS.




SECONDARY DELIVERY POINT/S

  All secondary delivery points, and the related priorities and volumes,
as provided under the Tariff provisions governing this Agreement.


DELIVERY PRESSURE, ASSUMED ATMOSPHERIC PRESSURE

  Natural  gas  to  be delivered by Natural to Shipper,  or  for  Shipper's
account,  at  the  Delivery Point/s shall be at the pressure  available  in
Natural's pipeline facilities from time to time. The measuring party  shall
use  or  cause to be used an assumed atmospheric pressure corresponding  to
the elevation at such Delivery Point/s.



                                    B-1

                                 EXHIBIT C
                          DATED January 15, 1998
                     EFFECTIVE DATE: December 01, 1998

COMPANY: NORTH SHORE GAS COMPANY
CONTRACT: 113421

  Pursuant   to   Natural's  tariff,  an  MDQ  exists  for   each   primary
transportation path segment and direction under the Agreement. Such MDQ  is
the  maximum daily quantity of gas which Natural is obligated to  transport
on a firm basis along a primary transportation path segment.

  A  primary  transportation path segment is the  path  between  a  primary
receipt, delivery, or node point and the next primary receipt, delivery, or
node  point.  A node point is the point of interconnection between  two  or
more of Natural's pipeline facilities.

  A  segment  is  a  section of Natural's pipeline system designated  by  a
segment number whereby the Shipper under the terms of their agreement based
on  the  points  within the segment identified on Exhibit C has  throughput
capacity rights.

  The  segment  numbers listed on Exhibit C reflect this  Agreement's  path
corresponding to Natural's most recent Pipeline System Map which identifies
segments and their corresponding numbers. All information provided in  this
Exhibit  C  is  subject  to  the actual terms and conditions  of  Natural's
Tariff.


                                    C-1


                                 EXHIBIT C
                          DATED January 15, 1998
                     EFFECTIVE DATE: December 01, 1998

COMPANY:  NORTH SHORE GAS COMPANY
CONTRACT:  113421

                                     
                                     
                                     
Segment      Upstream    Forward/Backward    Flow Through
Number       Segment    Haul (Contractual)     Capacity

 12             0               F                 0

 13             12              F                 8,929

 14             13              F                 8,929

 29             14              F                 8,929

 37             29              F                 8,929

 39             37              F                 8,929




                              C-2