[EXHIBIT 10qq TO COLONIAL GAS COMPANY FORM 10-K FOR YEAR ENDED 12/31/94] 			March 28, 1994 Gary A. Edinger Senior Vice President-Gas Supply New Jersey Natural Gas Company 1415 Wyckoff Road P.O. Box 1464 Wall, NJ 07719 John P. Harrington Vice President-Gas Supply Colonial Gas Company 40 Market Street P.O. Box 3064 Lowell, MA 01853-3064 RE: Letter Agreement Regarding Transfer of Transportation Entitlements Gentlemen: 	This letter agreement is entered into this 28th day of March, 1994, between Algonquin Gas Transmission Company ("Algonquin"), New Jersey Natural Gas Company ("NJN"), and Colonial Gas Company ("Colonial"), (collectively "the Parties"). 	1. In consideration of the mutual promises and considerations contained in the offer of settlement filed in FERC Docket No. 	 RP93-14-000 et al. on March 1, 1994 (the "S&A"), and the mutual promises and considerations set forth below, the Parties agree to support prompt FERC approval of the S&A without modification or condition. 	2. NJN agrees to release its entire right and entitlement under Algonquin contract nos. 93009E (6106 MMBtu/d, Rate Schedule AFT-E(F-1)) and 9W007E (1221 MMBtu/d, Rate Schedule AFT-E(WS-1)), 	 as well as the entirety of its entitlements and obligations on Algonquin and Texas Eastern created as a result of Article III, Sections 7 and 8 of the S&A, for purposes of permanent reassignment 	 to Colonial. The release and permanent reassignment of contract nos. 93009E and 9W007E shall be effective November 1, 1994. The release of the Article III, Sections 7 and 8 entitlements shall be effective on the Effective Date of the S&A. These transfers of entitlements shall be effected as prearranged 	 permanent releases for the remaining terms of the agreements with no right of recall and with a transfer to Colonial of all rights of first refusal for the avoidance of pregranted abandonment pursuant 	 to Section 14 of the General Terms and Conditions of Algonquin's tariff and Section 3.14 of the General 	 Terms and Conditions of the tariff of Texas Eastern Transmission Corporation. These releases shall be at the maximum applicable rate. 	3. Colonial agrees to accept, as a permanent release at 	 the maximum applicable rate (AFT-E(F-1) and AFT-E(WS-1)), assignment of the entitlements listed in Section 2 above, with all of the rights 	 and obligations associated therewith. 	4. Algonquin agrees to release NJN from its residual liability under the agreements listed in Section 2 above for periods subsequent to the effective date of the respective agreements without prejudice to Algonquin's rights pertaining to periods prior to the effectiveness of any release, including the right to obtain payment of charges pertaining to such period and without prejudice to NJN's rights to receive refunds attributable to payments to 	 Algonquin for services rendered during such prior periods. Algonquin further agrees to extend the primary term of contract nos. 93009E and 9W007E for Colonial to November 1, 2006 and November 16, 2006, respectively. Colonial understands its gate 	 stations are Secondary Points of Delivery under the contract nos. 93009E and 9W007E. If, during the term of these contracts, the FERC takes any action that precludes Colonial from shipping 	 gas under these contracts to its gate stations in a substantially equivalent manner as is currently available to Shippers with Secondary Points of Delivery, Colonial will have the option to terminate these contracts upon 30 days prior written notice to 	 Algonquin. NJN shall not have any obligation to reclaim any Algonquin or Texas Eastern entitlements should Colonial exercise its option to terminate these contracts. 	5. The parties will execute such other documents and take such further actions as are necessary to effect the terms of this letter agreement. 	Please indicate your consent to this agreement by executing it in the space provided below. 				Sincerely, 				 John J. Mullaney Vice President, Marketing Gary Edinger	 			John Harrington Senior Vice President-Gas Supply 	Vice President-Gas Supply New Jersey Natural Gas Company 	Colonial Gas Company [END OF EXHIBIT 10qq FOR COLONIAL GAS COMPANY] FORM 10-K FOR YEAR ENDED 12/31/94]