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                       AMENDMENT TO POWER SALE AGREEMENT
                 BY AND BETWEEN COMMONWEALTH ELECTRIC COMPANY
                         AND ALTRESCO PITTSFIELD, L.P.


AMENDMENT dated as of this 7th day of November 1994, by and between Common-
wealth Electric Company, a Massachusetts corporation with a usual place of
business at 2421 Cranberry Highway, Wareham, Massachusetts ("Company") and
Altresco Pittsfield, L.P., a Delaware limited partnership with a principal
place of business at One Bowdoin Square, Boston, Massachusetts ("Seller"), to
the Power Sale Agreement dated February 20, 1992 ("Agreement").

WHEREAS the Company, pursuant to the Agreement and subject specifically to the
provisions contained in Article 2.1 of the Agreement, purchases 17.2 percent
of the electricity produced by the Seller's electric cogeneration facility,
which is capable of generating approximately one-hundred sixty (160) megawatts
("MW") of electricity and which is located at a site owned by General Electric
in Pittsfield, Massachusetts (the "Facility" or "Unit"); and

WHEREAS, the Total Purchase Price for electricity purchased by the Company
pursuant to Section 1 of Appendix B of the Agreement includes a component
known as the Monthly Energy Charge, which component is defined in Section 3 of
Appendix B of the Agreement; and

WHEREAS, the Monthly Energy Charge is calculated, in part, by reference to the
Tennessee Gas Pipeline Company's ("Tennessee") Current Average Cost of
Purchased Gas, also known as the Weighted Average Cost of Gas ("WACOG"), or
its successor index, as specified in Tennessee's approved Federal Energy
Regulatory Commission ("FERC") Gas Tariff; and

WHEREAS, Tennessee's WACOG ceased to be available as of July, 1992 as a
consequence of the restructuring of Tennessee's services pursuant to FERC
Order No. 636, and no successor index to Tennessee's WACOG exists; and

WHEREAS, the Company and the Seller have agreed upon the terms of an index to
replace Tennessee's WACOG for purposes of calculating the Monthly Energy
Charge, and desire to execute this Amendment for purposes of memorializing
their agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the
Company and the Seller agree as follows:

1.    Unless otherwise defined herein, capitalized terms shall have the same
      meaning given to them in the Agreement.

2.    For the purposes of determining the Monthly Energy Charge as defined in
      Section 3 of Appendix B of the Agreement, the first sentence of said
      section shall be deleted in its entirety and the following shall be
      substituted in place thereof:

The Monthly Energy Charge shall be equal to the product of (i) the Delivered
Energy and (ii) the Kilowatthour Charge,

      where the Kilowatthour Charge is equal to the product of (i) one and
      thirty-six hundredths cents per kilowatthour ($0.0136/kWh) and (ii) an
      index factor represented by the quantity M/N,

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         where M shall be equal to the monthly weighted average sum of the
         following three fuel components, each expressed in U.S. dollars per
         MMBtu:

         (a)  50% weighting for the monthly average of the daily quotes
              during the Billing Period for No. 6 residual 2.2% sulfur fuel
              oil as listed in Platt's Oilgram under the heading "Estimated
              New York Harbor Spot Price," using the low cargo quotation, and
              assuming 6.3 MMBtu per barrel; and

         (b)  40% weighting for the average of the T2 spot price for each of
              the twelve (12) months immediately preceding the Billing Peri-
              od, where the T2 spot price for any month shall be equal to the
              arithmetic average of the following six indices for such month:
              the Louisiana & Offshore (zone 1 ) and Texas (zone 0) indices
              for Tennessee and the East Louisiana, West Louisiana, East
              Texas and South Texas indices for the Texas Eastern Transmis-
              sion Corporation, or their successor indices, each as published
              in the first of the month edition of Inside F.E.R.C.'s Gas
              Market Report, by reference to the table entitled "Prices of
              Spot Gas Delivered to Pipelines...," provided that at least
              four of the six indices, or their successor indices, are so
              published for any month, and if at least four of the six indi-
              ces are not so published for any month, the parties shall
              determine mutually acceptable substitute indices to use for the
              calculation of the T2 spot price; and

         (c)  10% weighting for New England Power Company's weighted average
              delivered cost of coal as reported in the most recently submit-
              ted FERC Form 423 for New England Power Company from time to
              time, and

         where N is $1.81/MMBtu.

3.    The Company shall submit this Amendment to the Massachusetts Department
      of Public Utilities for approval. This Amendment shall become effective
      upon the receipt of such approvals in form and substance acceptable to
      the Company and the Seller.

4.    All other terms and conditions of said Agreement shall remain in full
      force and effect.



IN WITNESS WHEREOF, the Company and the Seller have caused this Amendment to
be duly executed as of the day and year first above written.

COMMONWEALTH ELECTRIC COMPANY             ALTRESCO PITTSFIELD, L.P.
                                          BY JMC ALTRESCO, INC.
                                          ITS GENERAL PARTNER


By:   JAMES J. KEANE                      By:   JAMES A. KELLER    
      James J. Keane

Title:   Vice President                   Title:      Vice President
         Power Supply & Transmission