Exhibit 10.3



                        SITE LEASE AND EASEMENT AGREEMENT


                            Dated as of May 25, 2004


                                     between

                             KEYSPAN-RAVENSWOOD, LLC
                                as Ground Lessor


                                       and

                               SE RAVENSWOOD TRUST
                                as Ground Lessee


================================================================================





<PAGE>


<TABLE>
                                TABLE OF CONTENTS

                                                                                                               Page
                                                                                                               ----

<CAPTION>

<S>     <C>              <C>                                                                                   <C>
section 1.                DEFINITIONS............................................................................1

section 2.                GROUND INTEREST........................................................................2

         Section 2.1.          Ground Interest...................................................................2

         Section 2.2.          Basic Site Lease Term.............................................................4

         Section 2.3.          Renewal Site Lease Term...........................................................4

         Section 2.4.          Return of Ground Interest.........................................................5

         Section 2.5.          Nonterminability..................................................................5

         Section 2.6.          Election to Surrender.............................................................5

         Section 2.7.          Storage, Etc......................................................................6

         Section 2.8.          Early Termination of Site Lease Term..............................................6

section 3.                RENT FOR THE LEASE OF GROUND INTEREST..................................................7

         Section 3.1.          Rent..............................................................................7

         Section 3.2.          Taxes and Assessments.............................................................7

         Section 3.3.          Suspension of Rent and Other Payments.............................................8

         Section 3.4.          Payment...........................................................................8

section 4.                QUIET ENJOYMENT IN FAVOR OF GROUND LESSEE; RELEASE RIGHTS AND RESERVED RIGHTS..........9

         Section 4.1.          Ground Lessee's Right of Quiet Enjoyment..........................................9

         Section 4.2.          Ground Lessor's Release Rights....................................................9

         Section 4.3.          Reserved Rights..................................................................10

         Section 4.4.          Rights of Third Parties..........................................................11

         Section 4.5.          Compliance Certificates..........................................................12

         Section 4.6.          Amendments.......................................................................12

section 5.                USE OF GROUND INTEREST................................................................13

         Section 5.1.          Use..............................................................................13

         Section 5.2.          Compliance with Environmental Laws...............................................13

         Section 5.3.          Maintenance; Replacement; Modifications..........................................13

section 6.                TRANSFER OF GROUND INTEREST...........................................................14

section 7.                LIENS.................................................................................15

         Section 7.1.          Liens by Ground Lessee...........................................................15

         Section 7.2.          Liens by the Ground Lessor.......................................................15

                                       i

<PAGE>


section 8.                EVENTS OF LOSS, CONDEMNATION, DAMAGE OR DESTRUCTION...................................15

section 9.                SEVERANCE.............................................................................16

section 10.               NONMERGER.............................................................................17

section 11.               INDEMNIFICATION.......................................................................17

section 12.               SECURITY FOR GROUND LESSEE'S OBLIGATION UNDER LESSOR NOTE.............................17

section 13.               MISCELLANEOUS.........................................................................18

         Section 13.1.         Amendments and Waivers...........................................................18

         Section 13.2.         Notices..........................................................................18

         Section 13.3.         Survival.........................................................................18

         Section 13.4.         Successors and Assigns...........................................................18

         Section 13.5.         Governing Law....................................................................19

         Section 13.6.         Severability.....................................................................19

         Section 13.7.         Counterparts.....................................................................19

         Section 13.8.         Headings and Table of Contents...................................................19

         Section 13.9.         Further Assurances...............................................................19

         Section 13.10.        Limitation of Liability..........................................................19

         Section 13.11.        Measuring Life...................................................................19
</TABLE>



Exhibit A      Description of Facility Site
Exhibit B-1    Description of Easements
Exhibit B-2    Description of Additional Easements
Exhibit B-3    Description of Additional Property
Exhibit C      Description of Retained Site
Exhibit D      The Survey

                                       ii

<PAGE>



                        SITE LEASE AND EASEMENT AGREEMENT

     This SITE  LEASE AND  EASEMENT  AGREEMENT,  dated as of May 25,  2004 (this
"Site Lease"),  between  KEYSPAN-RAVENSWOOD,  LLC, a New York limited  liability
company (the "Ground  Lessor" or the  "Company"),  and SE  RAVENSWOOD  TRUST,  a
Delaware statutory trust (the "Ground Lessee" or the "Owner Lessor").


                              W I T N E S S E T H:

     WHEREAS, the Company (i) owns the Facility Site more particularly described
on Exhibit A hereto,  (ii) is the holder of certain  easements more particularly
described on Exhibit B-1 hereto (the "Easements")  which,  together with certain
additional  easements to be provided hereby and more  particularly  described on
Exhibit  B-2 hereto  (the  "Additional  Easements"),  are  necessary  for and/or
beneficial  to the use and  operation of the Facility by the Owner  Lessor,  and
(iii) owns certain property which is more particularly  described in Exhibit B-3
hereto (the "Additional  Property") which is beneficial to the use and operation
of the Facility by the Owner Lessor;

     WHEREAS,  the Company owns the retained  site,  which is more  particularly
described  on Exhibit C hereto  (the  "Retained  Site") and is  adjacent  to the
Facility Site;

     WHEREAS,  the Owner  Lessor has  acquired  the  Facility  from the  Company
pursuant to the Deed and Bill of Sale;

     WHEREAS, the Facility Site does not include any part of the Facility or the
Retained  Site, and no part of the Facility or the Retained Site is being leased
to the Ground Lessee hereunder;

     WHEREAS,  pursuant to this Site Lease, the Ground Lessor is (i) leasing the
Facility Site to the Ground  Lessee,  (ii) assigning the Easements to the Ground
Lessee,  (iii) granting the Additional  Easements to the Ground Lessee, and (iv)
granting  the right to use the  Additional  Property to the Ground  Lessee for a
term equal to the Basic Site Lease Term and,  subject to the terms hereof,  each
Renewal Site Lease Term; and

     WHEREAS,  concurrently  with the execution and delivery of this Site Lease,
the Ground  Lessor and the  Ground  Lessee  have  entered  into a Site  Sublease
Agreement (the "Site  Sublease"),  pursuant to which the Ground Lessee subleases
to the Ground Lessor its  leasehold  interest in the Facility Site and grants to
the Ground  Lessor the right to use the Easements  for a term  coterminous  with
that of the Facility Lease.

     NOW,  THEREFORE,  in  consideration of the foregoing  premises,  the mutual
agreements  herein  contained,  and other good and valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
agree as follows:

<PAGE>


section 1.        DEFINITIONS

     Unless the context hereof  otherwise  requires,  capitalized  terms used in
this Site Lease,  including  those in the recitals,  and not  otherwise  defined
herein  shall  have the  respective  meanings  set forth in  Appendix  A to that
certain  Participation  Agreement,  dated even date  herewith,  among the Ground
Lessor,  the Ground  Lessee,  Wilmington  Trust  Company,  SE Ravenswood  Lease,
L.L.C.,  Wells Fargo Bank  Northwest,  N.A., not in its individual  capacity but
solely as Indenture  Trustee and Wells Fargo Bank  Northwest,  N.A.,  not in its
individual  capacity but solely as Pass Through Trustee.  The general provisions
of such Appendix A to the Participation  Agreement shall apply to the terms used
in this Site Lease.

section 2.        GROUND INTEREST

     Section  2.1.......Ground  Interest.  (a)  Subject  to  the  covenants  and
agreements  contained in this Site Lease,  the Ground Lessor hereby:  (i) leases
the Facility Site to the Ground Lessee; (ii) grants the non-exclusive Additional
Easements to the Ground  Lessee;  (iii) assigns and conveys the Easements to the
Ground Lessee; and (iv) grants the non-exclusive right, privilege and license to
use the Additional  Property to the Ground Lessee.  The Ground Lessee's  rights,
title and interest in and to the Facility Site,  the  Easements,  the Additional
Easements and the Additional  Property shall for purposes of this Site Lease and
the other  Operative  Documents  be  referred  to  collectively  as the  "Ground
Interest".

     (b)......The  Ground  Lessee  acknowledges  and agrees  that the  Easements
assigned to the Ground Lessee under Section  2.1(a) are subject to the following
rights retained by the Ground Lessor (the "Retained  Easement  Rights") provided
that the exercise by the Ground Lessor of the Retained  Easement Rights does not
result in the  preclusion of  reasonably  necessary  access to the Facility,  or
impair in any  material  respect the use of the Ground  Interest or operation of
the Facility by the Ground Lessee:

          (i) the  non-exclusive  right to use the 12 foot  wide and 6 foot deep
     common  utility  trench  described  in  paragraph  6 of  Exhibit  B to  the
     Supplemental  (Ravenswood) Easement Agreement dated as of February 4, 2003,
     by and among Consolidated  Edison Company of New York, Inc. ("Con Edison"),
     Steam House Leasing, LLC ("SHL") and the Ground Lessor;

          (ii) the  non-exclusive  right to use the 13.8 kv electric feeders and
     equipment  appurtenant  thereto  described  in Schedule  2.02(a)(5)  of the
     Amended and Restated Ravenswood  Declaration of Easements  Agreements dated
     June 18,  1999 by and among Con  Edison,  SHL and the  Ground  Lessor  (the
     "DOE");

          (iii) the non-exclusive right to use the discharge tunnel described in
     Schedule 2.02(a)(8) of the DOE;

          (iv) the  non-exclusive  right to use the steam  piping  described  in
     Schedule 2.03(3) of the DOE; and


                                       2
<PAGE>


          (v) the  non-exclusive  rights to use the 12 foot wide and 6 foot deep
     common utility trench described in paragraph 6 of Exhibit B to the SREA for
     a 6" fuel oil line and 12" water line  currently  located  in such  trench,
     which  rights  will be granted to Con Edison and SHL  pursuant to the SREA;
     and

          (vi) the non-exclusive  rights to use the 12 foot wide and 6 foot deep
     common utility trench described in paragraph 6 of Exhibit B to the SREA for
     a 12" and 16" natural gas lines.

     (c)......The  conveyances,  grants and  assignments  in  Section  2.1(a) is
intended to, among other things, give the Ground Lessee the right of ingress and
egress to the Facility,  the right to use and operate the Facility and the other
rights described in Section 5.

     (d)......The  Ground Lessor and the Ground Lessee understand and agree that
(i) the  conveyances,  grants and  assignments  in Section 2.1(a) are subject to
Permitted  Liens,  (ii) title to the Facility  Site,  the Retained  Site and the
Additional  Property remain vested in the Ground Lessor,  (iii) the conveyances,
grants and  assignments  in Section  2.1(a) are  subject to the Ground  Lessor's
rights under Sections 4.2, 4.3 and 4.4, and (iv) title to the Facility is vested
in the Ground Lessee and no part of the Facility is being leased hereunder.

     (e)......With  respect to the Additional Easements and Easements granted or
assigned  to the  Ground  Lessee  pursuant  to  Section  2.1(a),  the  following
provisions shall apply:

          (i) The Additional  Easements and Easements shall be deemed  easements
     appurtenant  to the parcel of, or interest in, the real  property  interest
     benefited  thereby and shall run with such  interest or real  property  and
     shall be deemed covenants running with the real property burdened thereby.

               (ii) Notwithstanding anything in this Site Lease to the contrary,
          the Ground  Lessor  shall have the right to  relocate  any  Additional
          Easement and, subject to obtaining any third party consent,  the right
          to relocate any  Easement,  including any facility  relating  thereto,
          provided  that (A) the Ground Lessee shall have received an engineer's
          certificate  (which  engineer shall be reasonably  satisfactory to the
          Ground Lessee, it being understood that an internal engineer at Ground
          Lessor  or one of its  Affiliates  would  be  considered  reasonable),
          stating  that (1) the  easement  as so  relocated  will serve the same
          purpose as that of said easement  immediately prior to such relocation
          and will allow the extent and manner of  utilization  available to the
          Ground  Lessee  prior  to  such  relocation;   and  (2)  the  proposed
          relocation would not materially interfere with, or materially increase
          the cost of the operation and  maintenance of the Ground  Interest and
          the Facility; (B) such relocation shall be done at the sole expense of
          the Ground  Lessor;  and (C) upon the relocation of any such easement,
          Ground  Lessor  shall  retain  a  licensed   surveyor  to  prepare  an
          appropriate  description  of the  relocated  easement  and the  Ground
          Lessor and the Ground Lessee shall,  at the Ground  Lessor's  expense,
          amend this Site Lease and the Site  Sublease to reflect the  relocated
          easement  and take  such  actions  as are  necessary  to  record  such
          amendments.


                                       3
<PAGE>


               (iii) The following  shall apply in  interpreting  any Additional
          Easement or Easement granted or assigned pursuant to Section 2.1(a):

               (1) With respect to any easement  created by Section 2.1(a),  the
          words "in,"  "upon,"  to," "on,"  "over,"  "above,"  "through"  and/or
          "under" shall be interpreted to include all of such terms.

               (2)  Each  easement  is also a grant of the  additional  right of
          access over the Retained  Site as  reasonably  necessary to accomplish
          the  purpose of such  easement or right,  privilege  and  license,  to
          perform  any  obligations  hereunder,  and to  comply  with any  legal
          requirements  affecting  the  Ground  Lessee  or its  property  and/or
          improvements.

               (3)  Subject to the  provisions  of  Applicable  Laws  (including
          applicable  Environmental  Laws) and  Permitted  Liens,  each easement
          granted  therein  shall  include  the right to  maintain,  repair  and
          replace any and all pipes to transport water, waste water,  sewer, gas
          and other utilities; provided, that the Ground Lessee may not relocate
          the pipelines without the consent of the Ground Lessor. It is intended
          that there shall be included  within such grant any and all rights and
          easements needed for the construction, operation, maintenance, repair,
          alteration  and  renovation of the  pipelines in such easement  areas,
          whether any such rights and  easements are presently in use, or needed
          in the future.

               (4) The Ground  Lessor in using any portion of the Retained  Site
          burdened  by any  easement,  right,  privilege  and  license  shall be
          subject  to the  limitations  set forth in the  provisos  set forth in
          Sections 4.2 and 4.3(a).

     (b) With respect to the easements and the rights,  privileges  and licenses
granted pursuant to Section 2.1(a), the following provisions shall apply:

          (i) Except as otherwise  expressly provided herein,  each easement and
     each right,  privilege and license granted therein is and shall be a grant,
     transfer,  conveyance  and right of access to and use (subject to the terms
     of this Site Lease) to the Ground Lessee, to any permitted  assignee of the
     Ground Lessee (including, without limitation, the Indenture Trustee) and to
     any future permitted sublessee or operator of the Ground Interest.

          (ii) Each  easement  and each right,  privilege  and  license  granted
     therein  shall  terminate  upon  the   expiration,   surrender  or  earlier
     termination  of this Site  Lease in  accordance  with the terms  hereof but
     shall otherwise,  subject to the Ground Lessor's rights under Sections 4.2,
     4.3 and 4.4,  be  irrevocable  for so long as (1) the Ground  Lessee or any
     permitted assignee (including,  without limitation,  the Indenture Trustee)
     owns the  Facility  and (2) the  Facility  continues  to be  located on the
     Facility Site.

          (iii) Each  easement  and each right,  privilege  and license  granted
     therein  may be  enjoyed  without  additional  charge or fee to the  Ground
     Lessee, other than rent payable pursuant to Section 3.1.


                                       4
<PAGE>


     Section  2.2.  Basic Site  Lease  Term.  The term of this Site Lease  shall
commence on the Closing Date and shall  terminate  at 11:59 p.m.  (New York City
time)  on May  25,  2054  (the  "Basic  Site  Lease  Term"),  subject  to  early
termination  in whole or in part  pursuant  to  Sections  2.6 or 2.8  hereof and
renewal pursuant to Section 2.3 hereof.

     Section 2.3.  Renewal Site Lease Term.  (a) If the Ground Lessor  exercises
its option to renew the Facility  Lease under Section 15.1 of the Facility Lease
and the  reappraised  useful life of the Facility as set forth in the  appraisal
obtained in  connection  with such  renewal  extends  beyond the last day of the
original  appraised  useful  life  of the  Facility  set  forth  in the  Closing
Appraisal,  the Site Lease Term shall  automatically  and without further act by
any Person be renewed for a period commencing at 11:59 p.m. (New York City time)
on the last day of the Basic Site Lease Term and  terminating at 11:59 p.m. (New
York City time) on the last day of the  reappraised  useful life of the Facility
set forth in such appraisal. If the Ground Lessor does not elect to exercise its
renewal  option under Section 15.1 of the Facility  Lease on or prior to the day
that is 12 months prior to the Expiration  Date under the Facility Lease and the
reappraised  useful  life of the  Facility  as set  forth in the  report  of the
appraiser  hereinafter  described  extends beyond the last day of the Basic Site
Lease Term, the Ground Lessee shall have the option to renew the Site Lease Term
for a period  commencing  at 11:59 p.m.  (New York City time) on the last day of
the Basic Site Lease Term and  terminating at 11:59 p.m. (New York City time) on
the last day of the  reappraised  useful life of the Facility as  determined  in
accordance with such report.  In order to exercise such option the Ground Lessee
must give the Ground Lessor  irrevocable  written notice prior to the Expiration
Date under the Facility Lease. At the time the Ground Lessee notifies the Ground
Lessor of its election to renew the Site Lease Term under this  Section  2.3(a),
the Ground Lessee shall (at the Ground Lessee's sole expense) provide the Ground
Lessor with a report of an  appraiser  prepared  not more than 36 months  before
such election, such appraiser to be selected by the Ground Lessee and reasonably
acceptable  to the Ground  Lessor,  stating the  reappraised  useful life of the
Facility as of the date of such report.

     (b) If the Ground Lessor  exercises its option to renew the Facility  Lease
under Section 15.2 of the Facility Lease and the reappraised  useful life of the
Facility as set forth in the appraisal  obtained in connection with such renewal
extends beyond the date set forth in Section 2.2 or 2.3(a),  as applicable,  the
Site Lease Term shall  automatically  and  without  further act by any Person be
renewed for a period  commencing  at 11:59 p.m. (New York City time) on the date
set forth in Section 2.2 or 2.3(a), as applicable, and terminating at 11:59 p.m.
(New  York  City  time) on the last day of the  reappraised  useful  life of the
Facility set forth in such appraisal.

     (c) If the Ground Lessor  exercises its option to renew the Facility  Lease
pursuant to Section  15.3  thereof for a FMV  Renewal  Lease Term which  extends
beyond the remaining Site Lease Term, the then-applicable  Site Lease Term shall
automatically  and  without  further  act by any Person be renewed  for a period
commencing at 11:59 p.m. (New York City time) on the last day of such Site Lease
Term and  terminating  at 11:59 p.m. (New York City time) on the last day of the
FMV Renewal Lease Term for which the Facility Lease is so extended.

     (d) Any renewal term  pursuant to this Section 2.3 is referred to herein as
a "Renewal Site Lease Term," and together with the Basic Site Lease Term and all
other Renewal Site Lease Terms, the "Site Lease Term."


                                       5
<PAGE>


     Section  2.4.  Return  of Ground  Interest.  Upon the  expiration  or early
termination or surrender of this Site Lease,  the Ground Lessee shall (a) return
the Ground  Interest to the Ground Lessor by  surrendering  the Ground  Interest
into the  possession of the Ground Lessor and assign the Easements to the Ground
Lessor  without  representation  or  warranty,  other than a warranty  as to the
absence  of Owner  Trustee's  Liens  attributable  to the  Ground  Lessee  and a
warranty  of the Owner  Participant  as to the  absence  of Owner  Participant's
Liens,  but without any other  liability or cost to the Ground  Lessee,  and (b)
upon the  request of the Ground  Lessor,  execute,  acknowledge,  and  deliver a
release (or termination) of the Ground Interest,  which release (or termination)
shall be prepared by the Ground  Lessor at its expense and in a form  reasonably
satisfactory  to the Ground  Lessee to be duly  recorded at the Ground  Lessor's
expense with the Register's Office,  Queens County, New York. The obligations of
the Ground Lessor and the Ground Lessee under this Section 2.4 shall survive the
expiration, early termination or surrender of this Site Lease.

     Section 2.5. Nonterminability.  Subject to Sections 2.6 and 2.8 hereof, the
Site Lease Term shall not be terminated  nor shall any of the rights  granted or
conveyed  hereunder to the Ground Lessee be  extinguished,  or be merged into or
with any other estate, in whole or in part, by any circumstance of any character
or for any reason  whatsoever,  including any of the following:  (a) any loss or
destruction  of, or  damage  to,  the  Facility,  or any  Component  thereof  or
interruption  or cessation in use or  possession  thereof or any part thereof by
the Ground Lessee for any reason  whatsoever and of whatever  duration,  (b) the
condemnation, requisition, expropriation, seizure or other taking of title to or
use  of  the  Facility,  any  Component  thereof  or  any  part  thereof  by any
Governmental Entity or otherwise, (c) any prohibition, limitation or restriction
on the use by any Person of all or any part of its property or the  interference
with such use by any Person,  or any eviction by paramount  title or  otherwise,
(d) any inadequacy,  incorrectness or failure of the description of the Facility
Site or the Ground  Interest  or any part  thereof or any rights or  property in
which an interest is intended to be granted or conveyed by this Site Lease,  (e)
the insolvency, bankruptcy,  reorganization or similar proceedings by or against
the Ground Lessor, the Ground Lessee or any other Person, (f) the failure by the
Ground  Lessee to comply  with  Section  3 or  Section 5 or any other  provision
hereof, or (g) any other reason whatsoever, whether similar or dissimilar to any
of the foregoing.

     Section 2.6.  Election to Surrender.  The Ground Lessee may, so long as the
Lien of the  Indenture  shall have been  terminated  or discharged in accordance
with its terms,  elect to surrender  the Ground  Interest and transfer this Site
Lease  to the  Ground  Lessor  at any time  following  the  expiration  or early
termination  of the Facility  Lease upon payment of $1.00 to the Ground  Lessor,
and in accordance  with Section 2.4, but without any other  liability or cost to
the Ground Lessee. Upon such surrender, all other obligations and liabilities of
the Ground Lessee  hereunder,  including its obligation to make rental  payments
hereunder,  shall  automatically  be assumed by the Ground Lessor and the Ground
Lessee shall be automatically released therefrom,  except as otherwise set forth
in Section 11 and except  that the Ground  Lessee  shall  transfer to the Ground
Lessor,  by an instrument to be prepared by the Ground Lessor at its expense and
in a form  reasonably  satisfactory  to the Ground Lessee to be duly recorded at
the Ground Lessor's expense with the Register's Office, Queens County, New York,
all of the Ground Lessee's right, title and interest in and to this Site Lease.


                                       6
<PAGE>


     Section 2.7.  Storage,  Etc. (a)  Notwithstanding  anything to the contrary
herein, the Ground Lessee shall be under no obligation at any time to remove the
Facility and shall have the right,  but not the obligation,  upon the expiration
of the Site Lease Term,  to require the Ground  Lessor,  at the Ground  Lessor's
sole risk and expense,  to dismantle any movable parts  comprising the Facility,
remove them from the Facility Site, and cause them to be delivered to a railhead
or other suitable common carrier. Notwithstanding the foregoing, after (but only
after) the Ground  Lessee shall have  requested  the Ground Lessor to dismantle,
remove and ship such parts,  the Ground Lessor shall have the option to offer to
purchase the Facility from the Ground  Lessee,  at a purchase price equal to the
greater of $1.00 (One  Dollar) and the Fair Market  Sales Value of the  Facility
(assuming  that the  Facility  must be  removed  from  the  Facility  Site  and,
therefore,  determined  for purposes of this Section  2.7(a)after  deducting the
estimated cost of decommissioning, dismantlement, removal, shipment and disposal
of the  Facility and  restoring  the  Facility  Site to its original  unimproved
condition).  The Ground Lessor must give the Ground Lessee written notice of any
such offer within 30 days after  receipt of the request  from the Ground  Lessee
contemplated in the first sentence of this Section 2.7(a).  If the Ground Lessee
accepts  such offer,  which  acceptance  shall be in writing and given within 15
days of the Ground Lessor's offer, the Ground Lessor and the Ground Lessee shall
agree upon such Fair Market  Sales Value within 15 days after the giving of such
written  notice of  acceptance  or, if the Ground  Lessor and the Ground  Lessee
shall fail so to agree,  such Fair Market Sales Value shall be determined by the
Appraisal  Procedure.  If the Ground  Lessee  does not respond in writing to the
Ground Lessor's offer within 15 days of the Ground  Lessor's  offer,  the Ground
Lessee shall be deemed to have accepted such offer. If the Ground Lessee rejects
the Ground  Lessor's offer in writing within the aforesaid  period,  then and in
such event,  the Ground Lessor shall have no obligation to dismantle any movable
parts  comprising  the Facility nor the obligation to remove such parts from the
Facility Site.

     (b) Any sales,  transfer or similar taxes  resulting from the Ground Lessor
or its designee  obtaining any interest in any portion of the Facility,  whether
through  deemed or actual  conveyance or otherwise,  shall be paid by the Ground
Lessor.  The  provisions  of  this  Section  2.7  shall  expressly  survive  the
expiration  or earlier  termination  of the Site Lease Term and any surrender of
this Site Lease pursuant to Section 2.6 hereof.

     Section 2.8. Early  Termination  of Site Lease Term.  This Site Lease shall
automatically  and without further act by any Person terminate on the earlier of
(i) the Owner Lessor's  election to cease  operating the Facility (other than in
connection with maintenance or  improvements),  (ii) the date the Facility Lease
is terminated pursuant to Section 13 of the Facility Lease and the Ground Lessor
purchases  the Facility  from the Ground  Lessee and (iii) the date the Facility
Lease  is  terminated  pursuant  to  Section  10.2  of the  Facility  Lease  and
Termination  Value is paid  (other than in  connection  with a sale of the Owner
Lessor's  Interest  to a third  party).  Upon  termination  of this  Site  Lease
pursuant to this Section 2.8, the Ground Lessee shall return the Ground Interest
to the Ground Lessor in accordance with Section 2.4.

section 3.        RENT FOR THE LEASE AND USE OF FACILITY SITE

     Section 3.1. Rent. (a) The Ground Lessee shall pay to the Ground Lessor the
rent  stipulated in Sections  3.1(b) and (c) as  consideration  for the right to


                                       7
<PAGE>


possession  and use of the Facility Site and for the easements and other rights,
privileges  and licenses  granted,  conveyed and otherwise made available to the
Ground Lessee hereunder for the Site Lease Term.

     (b)......No  rent shall be  allocated to the first three months of the Site
Lease Term. Thereafter, allocated rent shall be $243,000 per calendar year (or a
ratable  portion  thereof in the case of a partial  calendar year) for the first
half of the remaining portion of the Site Lease Term through the Expiration Date
under the Facility  Lease and $297,000 per calendar  year (or a ratable  portion
thereof  in the case of a  partial  calendar  year) for the  second  half of the
remaining  portion of the Site Lease Term through the Expiration  Date under the
Facility Lease. In the event of any renewal of the Facility Lease, the allocated
rent shall be $270,000 per calendar  year (or a ratable  portion  thereof in the
case of a  partial  calendar  year)  for the  portion  of the  Site  Lease  Term
following the  Expiration  Date under the Facility  Lease through the end of the
Facility Lease Term.  Subject to Section 3.4 hereof,  the rent allocated to each
full or partial  calendar year  hereunder  shall be paid by the Ground Lessee to
the Ground  Lessor on December 31 of each year in the amount  allocated  to such
year (or in the event of a  termination  of this Site Lease prior to December 31
of a year,  the rent  payable for such year shall be paid on the last day of the
term  hereof in the amount  allocated  to the  portion of the year in which this
Site Lease terminates through the date of such termination).

     (c)......After  the last day of the  Facility  Lease Term (the "Ground Rent
Adjustment  Date"),  the Ground Lessee agrees to pay to the Ground Lessor annual
rent from and after the Ground  Rent  Adjustment  Date equal to the then  annual
Fair Market Rental Value of the Facility  Site for the  remaining  period of the
Site Lease Term. Such Fair Market Rental Value (determined on the basis that the
Facility Site was unimproved) shall be determined no earlier than 6 months prior
to the Ground Rent Adjustment Date by agreement of the parties or, if they shall
fail to agree,  by the Appraisal  Procedure,  the costs of which shall be shared
equally by the Ground  Lessor and the Ground  Lessee.  Such annual rent shall be
payable  semi-annually  in  arrears on each  January  15, and July 15 during the
remainder  of the  Site  Lease  Term and  shall be  adjusted  on the  January  1
following  the third  anniversary  of the Ground Rent  Adjustment  Date,  and on
January 1 of every third year thereafter, to reflect the then Fair Market Rental
Value in the manner provided above. All rent for any partial  semi-annual period
during  which the last day of the Site Lease Term  occurs  after the Ground Rent
Adjustment  Date shall be prorated on the basis of the actual  number of days in
such semi-annual period.

     Section 3.2.  Taxes and  Assessments.  (a) From and after the expiration or
early  termination of the Facility Lease and until the earlier of the expiration
or early  termination  of the Site Lease Term or  surrender  or  transfer of the
Ground  Interest or any portion thereof to the Ground Lessor pursuant to Section
2.6 or Section 6, if the tax lot on which the  Facility  Site is located has not
been apportioned in accordance with Section 3.5, the Ground Lessee agrees to pay
to the Ground Lessor its pro rata share of all Taxes and assessments, general or
special,  taxed,  charged,  levied,  assessed or imposed upon the Facility Site.
Such pro rata  share  payable  by the  Ground  Lessee  shall  be  determined  by
allocating the taxable value between the Ground Lessee and the Ground Lessor for
both the land and the improvements  located on the tax lot of which the Facility
Site forms a part. Any Tax and/or assessment  payable on the land comprising the
tax lot shall be allocated on a per square foot basis, so that the Ground Lessee
shall pay an amount each tax period equal to the tax  assessment per square foot
multiplied  by the total  square  footage of the Facility  Site.  Any Tax and/or


                                       8
<PAGE>


assessment on the  improvements  shall be  apportioned so that the Ground Lessee
shall pay any and all Taxes and/or  assessments  attributable  to the  Facility.
Such payment  shall be due 10 days after  notice by the Ground  Lessor to Ground
Lessee,  but in no event shall such  amounts be due prior to the date such Taxes
and  assessments  are due and  payable  to a taxing  or  assessing  Governmental
Entity.  Prior to the expiration or early termination of the Facility Lease, the
Ground Lessor shall pay all Taxes and  assessments,  general or special,  taxed,
charged,  levied, assessed or imposed upon the Facility Site, and so long as the
Facility  Site is not at such  time  apportioned  as a  separate  tax  lot,  the
remainder of the tax lot of which the Facility Site is a part (including any Tax
or annual  charge  payable in respect of the  Retained  Site and the  Additional
Property),  and the Ground Lessor shall indemnify the Ground Lessee with respect
thereto for such period, as provided in and subject to the terms, conditions and
limitations in, Section 9.2 of the Participation Agreement. After the expiration
of the  Facility  Lease,  Ground  Lessor  shall pay all  Taxes and  assessments,
general or  special,  taxed,  charged,  levied,  assessed  or  imposed  upon the
Retained Site and any other part of the tax lot other than the Facility Site.

     (b) .....Taxes and assessments  shall be prorated between the Ground Lessor
and the Ground Lessee for (a) the year in which the Site Lease Term expires,  as
of the date of  expiration  of the Site Lease Term and (b) for the year in which
the  expiration,  surrender or earlier  termination  of the Site  Sublease  Term
occurs, as of the date of such expiration,  surrender or termination of the Site
Sublease Term.

     (c) .....From and after the expiration or termination of the Facility Lease
and until the earlier of the  expiration,  surrender or  termination of the Site
Lease Term pursuant to and in accordance with this Site Lease, the Ground Lessee
shall have the right to contest any Taxes and assessments required to be paid by
the Ground  Lessee under this Site Lease,  provided  the Ground  Lessee shall in
good faith and with due  diligence  contest the same or the validity  thereof by
appropriate  legal  proceedings  which shall have the effect of  preventing  the
collection of the Taxes and assessments from the sale or foreclosure of any Lien
for such Taxes and  assessments  of the Facility Site during such  contest.  The
Ground  Lessee  shall have the right,  at its sole  expense,  to  institute  and
prosecute,  in the Ground Lessor's name, any suit or action to contest any Taxes
and  assessments  required  to be paid by the Ground  Lessee or to  recover  the
amount of any such Taxes and assessments  but, in such event,  the Ground Lessee
hereby  covenants and agrees to indemnify  and save the Ground  Lessor  harmless
from any and all costs and expenses,  including  reasonable  attorneys  fees, in
connection  with any such suit or  action.  Any funds  recovered  by the  Ground
Lessee  attributable  to the period from and after the  termination  of the Site
Sublease Term until the earlier of the  expiration,  surrender or termination of
the Site Lease Term as a result of any such suit or action  shall  belong to the
Ground  Lessee,  unless the Ground Lessor shall have paid the Tax and assessment
with respect to such period.  Any part of such  recovery  relating to any period
ending on or prior to the expiration or termination of the Site Sublease Term or
any period beginning after the expiration,  surrender or termination of the Site
Lease Term shall be paid to the Ground  Lessor,  unless the Ground  Lessee shall
have paid the Tax and  assessment  with respect to such period.  Notwithstanding
the  foregoing,  the Ground  Lessee  shall be entitled to  reimbursement  of any
out-of-pocket  costs and expenses  incurred in connection  with any such suit or
action to the  extent of any funds  recovered,  and any  amounts  payable to the
Ground Lessor  pursuant to the  immediately  preceding  two  sentences  shall be
reduced by a portion of such out-of-pocket costs and expenses,  to be determined
by the Ground  Lessor and the Ground  Lessee,  acting  reasonably,  taking  into
account the amount of the recovery paid to each party.


                                       9
<PAGE>


                  (d) .....If, at any time prior to the expiration of the Site
Lease Term, any part of the Retained Site that is part of the same tax lot as
the Facility Site is sold or otherwise transferred or conveyed by Ground Lessor
to someone other than an Affiliate of the Guarantor, the Ground Lessor will
cause the Facility Site to be apportioned as a separate tax lot for New York
City property tax purposes.


     Section 3.3.  Suspension of Rent and Other  Payments.  In the event a Lease
Event of Default under the Facility  Lease shall have occurred and be continuing
and any amounts  remain unpaid to the Ground Lessee under the Facility  Lease or
any  other  Operative  Document  as a result  of such  Lease  Event of  Default,
payments of any amounts  owed to the Ground  Lessor by the Ground  Lessee  under
this Site  Lease,  including,  without  limitation,  payments  of rent and other
amounts  pursuant to Section 3.1 or 3.2 hereof,  may, in the sole  discretion of
the Ground Lessee,  be suspended until such time as all amounts due and owing by
the Ground Lessor to the Ground Lessee under the Operative  Documents shall have
been paid in full.

     Section 3.4.  Payment.  The Ground Lessor and the Ground Lessee agree that,
during  the Site  Sublease  Term,  each  payment  of rent by the  Ground  Lessee
pursuant to Section 3.1 hereof and each payment of rent by the Ground Lessor, as
sublessee,  pursuant to Section 3.1 of the Site Sublease shall be offset, and no
amounts  shall be payable by the Ground  Lessee or the Ground  Lessor in respect
thereof, one against the other.

     Section 3.5. Tax Lot Apportionment. Not later than twelve (12) months prior
to the later of the Expiration  Date or the expiration  date of the last Renewal
Lease Term elected by the Ground Lessor, or in connection with any return of the
Facility  pursuant  to  Section  5.1  of  the  Facility  Lease  upon  the  early
termination of the Facility Lease, as promptly as possible prior to such return,
the Ground Lessor shall  commence and  thereafter  use  commercially  reasonable
efforts to cause the  Facility  Site to be  treated  as a  separate  tax lot for
property tax purposes in the City of New York;  provided,  however,  that if the
long-term unsecured  indebtedness of KeySpan Corporation is rated less than Baa2
by Moody's or less than BBB by S&P on the date of expiration or  termination  of
the Facility  Lease and the  Facility  Site is not in fact treated as a separate
tax lot at such time,  the Ground  Lessor shall provide to the Ground Lessee and
the Owner Participant  adequate financial assurance during the remaining term of
this  Site  Lease  (so long as the  Facility  Site is not in fact  treated  as a
separate tax lot) with respect to the ability of the Ground Lessor, or any other
Person  responsible  therefor,  to satisfy  the  payment of  property  taxes for
purposes of the City of New York for the entire applicable tax lot.

section  4.  QUIET  ENJOYMENT  IN FAVOR OF GROUND  LESSEE;  RELEASE  RIGHTS  AND
             RESERVED RIGHTS

     Section 4.1.  Ground Lessee's Right of Quiet  Enjoyment.  The Ground Lessor
warrants  that it owns good,  record and  marketable  title to the Facility Site
subject  only to  Permitted  Liens and that it has full right and  authority  to
convey,  grant and assign the rights relating to the Ground  Interest  conveyed,
granted  and  assigned to the Ground  Lessee  pursuant to the terms of this Site


                                       10
<PAGE>


Lease and agrees that,  notwithstanding  any  provision  of any other  Operative
Document, so long as the Site Lease Term has not been terminated pursuant to the
express  provisions  of Section  2.8 hereof,  neither the Ground  Lessor nor any
party  acting by,  through or under the Ground  Lessor shall take or cause to be
taken any action contrary to the Ground Lessee's rights hereunder, including the
right to possession,  use and quiet enjoyment of the Ground Interest, subject to
the terms hereof.

     Section 4.2. Ground Lessor's  Release Rights.  Notwithstanding  Section 4.1
hereof or any other  provisions in this Site Lease to the  contrary,  the Ground
Lessor  shall have the right from time to time,  without  being deemed to breach
the foregoing  covenant of quiet  enjoyment or any other  provision of this Site
Lease, in furtherance of the purposes permitted by Section 4.3 or otherwise,  to
(i)  grant,  create  or  release  one or more  non-exclusive  rights  of way and
easements in, upon, to, on, over, above,  under through or in respect of, or the
right,  privilege  and right to use,  any  portions of the  Facility  Site,  the
Retained Site and the  Additional  Property and (ii) lease or convey one or more
leasehold  interests or licenses in one or more  portions of the  Retained  Site
(including any facility located thereon at any time) and the Additional Property
to one or more lessees of  leasehold  interests  or licenses  (collectively  the
"Ground Lessor's Release Rights");  provided, however, that no Significant Lease
Default or Lease Event of Default shall have occurred and be continuing  and the
Ground  Lessee shall have  received an engineer's  certificate  (which  engineer
shall be reasonably  satisfactory to the Ground Lessee, it being understood that
an  internal  engineer  at  Ground  Lessor  or one of its  Affiliates  would  be
considered  reasonable),  stating  that no  property,  interest,  right  of way,
easement,  leasehold  interest,  or  license  so  granted,  released,  leased or
conveyed (the "Released  Property") shall result in the preclusion of reasonably
necessary  access to the  Facility,  materially  diminish  the  residual  value,
utility or  remaining  useful  life of the  Facility  or impair in any  material
respect the use of the Ground  Interest or the use or  operation of the Facility
in  substantially  the same manner and to  substantially  the same extent as was
permitted  immediately  prior to the  exercise  of the Ground  Lessor's  Release
Rights.  Any third party may  conclusively,  and without further act, inquiry or
investigation,  rely upon an Officer's  Certificate  of the Ground Lessor to the
effect that any such grant, release or conveyance complies with this Section 4.2
without the necessity of any further inquiry, investigation or determination. In
light of the nature of the Released Property to be granted,  released, leased or
conveyed, either (x) this Site Lease shall be subject to the interest created in
connection with the Released Property and the Released Property shall be subject
to this Site Lease or (y) the Released Property shall no longer be a part of the
Ground Interest and shall  automatically  be deemed to be subject to or released
from the  effect  of this  Site  Lease and any Lien on the  Ground  Interest  or
otherwise  under this Site Lease,  in either case,  without the necessity of the
execution,  delivery or recording of any further instrument  whatsoever.  At the
expense of the Ground Lessor,  either party shall,  at the request of the other,
execute  and  deliver  such  documents  and  instruments  as may  be  reasonably
requested by the Ground Lessor to evidence the foregoing.  The Ground Lessor may
exercise  its  rights   under  this  Section  4.2  with  or  without   receiving
compensation,  all of  which  if any,  shall be for the  benefit  of the  Ground
Lessor.

     Section 4.3. Reserved Rights. (a) Notwithstanding  Section 4.1 or any other
provisions  in this Site Lease to the  contrary,  the Ground  Lessor  reserves a
right,  right of way, and easement on, over, under and across the Facility Site,
and shall have the right from time to time,  without  being deemed to breach the
foregoing covenant of quiet enjoyment or any other provision of this Site Lease,


                                       11
<PAGE>


to do any of the following, and to grant any other Person the right to do, or to
grant such Person the right to grant to any other Person the right to do, any of
the following (any such Person, an "Additional Owner"):

          (i) operate,  use, repair, alter,  restore,  renew,  replace,  remove,
     upgrade,  expand, maintain and relocate any facility located at any time on
     the Retained Site and the Additional Property;

          (ii)  construct,  own and  operate  additional  facilities  (each,  an
     "Additional  Facility") on or adjacent to the Facility Site,  provided that
     any  Additional  Facility on the Facility  Site shall  constitute a Several
     Modification under the Facility Lease;

          (iii) erect, construct, install, operate, use, repair, alter, restore,
     renew, replace,  remove, upgrade,  expand, maintain and relocate facilities
     and  structures  (other than the  Facility)  on, over,  under or across the
     Facility Site, including,  without limitation,  other electric power lines,
     transmission lines, telephone, television and telecommunication lines, fire
     protection systems,  safety sensor and monitoring systems and utility lines
     and systems and other items,  as may be  reasonably  necessary or desirable
     for  the  operation  or use of any  facility  located  at any  time  on the
     Retained  Site or the  Additional  Property,  including  but not limited to
     transmission lines and related pipes,  conduits,  poles,  wires, cables and
     interconnection  facilities  to  transport  electricity  from  and  to  any
     facility located at any time on the Retained Site;

          (iv) use and  consume  the  natural  resources  of or  relating to the
     Facility  Site  as may be  reasonably  necessary  in  connection  with  the
     operation of any facility located at any time on the Retained Site;

provided,  that,  prior to the exercise of any of the rights reserved in clauses
(i) through  (iv) above,  the Ground  Lessee  shall have  received an  Officer's
Certificate  together with an engineer's  certificate  (which  engineer shall be
reasonably  satisfactory  to the  Ground  Lessee,  it being  understood  that an
internal  engineer at Ground Lessor or one of its Affiliates would be considered
reasonable),  stating  that the  exercise of the rights  reserved in clauses (i)
through (iv) above,  individually  or in the aggregate,  shall not result in the
preclusion of reasonably  necessary access to the Facility,  materially diminish
the residual value, utility or remaining useful life of the Facility,  or impair
in any material  respect the use of the Ground  Interest or the use or operation
of the Facility in substantially  the same manner and to substantially  the same
extent as was permitted  prior to the Closing Date. At the expense of the Ground
Lessor,  either  party shall,  at the request of the other,  execute and deliver
such documents and  instruments  as may be reasonably  requested to evidence its
rights  hereunder.  The Ground Lessor may exercise its rights under this Section
4.3 with or without  receiving  compensation,  all of which if any, shall be for
the benefit of the Ground Lessor.

     (b) Notwithstanding  the foregoing,  the Ground Lessor's and any Additional
Owner's  right to use the  Additional  Property  shall be  limited to any excess
capacity in the Additional  Property over the utilization  rights granted to the
Ground Lessee  pursuant to Section 2.1 hereof.  If at any time the Ground Lessor


                                       12
<PAGE>


or  any  Additional  Owner  requires  more  than  such  excess  capacity  of the
Additional  Property,  then the Ground  Lessor or such  Additional  Owner  shall
upgrade  the  Additional  Property,  as the  case may be,  at its sole  cost and
expense.  If at any time following the expiration or termination of the Facility
Lease and  return of the  Facility  to the  Ground  Lessee  (or upon  reasonable
request  and  notice  from  the  Ground  Lessor,  prior  to the  termination  or
expiration of the Site Sublease or return of the Facility to the Ground Lessee),
the Additional  Property is being, or will be, used by the Ground Lessor, or any
Additional  Owner and the Ground Lessee,  subject to the provisions of Section 5
of the  Facility  Lease and  Section  5.6 of the  Participation  Agreement,  the
parties agree to cooperate with each other and to enter into mutually  agreeable
arrangements,  each acting  reasonably and in good faith,  with respect to joint
operation,  maintenance  and use of, and  allocations of costs and expenses with
respect to, the  Additional  Property,  as the case may be;  provided,  that all
costs and expenses  (other than costs and expenses  relating to expansion of the
Additional  Property to increase the capacity thereof,  which shall be allocated
as described  above) shall be shared by the parties based upon their  respective
use of the capacity of the Additional Property, as the case may be.

     Section 4.4.  Rights of Third  Parties.  Subject to Section 12 hereof,  the
Ground Lessee agrees that during the Site Lease Term, the Ground Lessee will not
(i) grant any security  interest,  leasehold mortgage or deed to secure debt, or
any other Lien on the Facility  Site,  (ii)  sublease or assign this Site Lease,
except pursuant to the Site Sublease,  or (iii) otherwise encumber,  cause to be
encumbered  or convey  all or part of the  Ground  Lessee's  interest  hereunder
unless such grant,  sublease,  assignment,  encumbrance or conveyance  expressly
provides that the Ground  Lessee's  interest under this Site Lease is subject to
the Ground  Lessor's  Release  Rights set forth in Section 4.2 and the rights of
the Ground  Lessor in Section 4.3,  that any such grant,  sublease,  assignment,
encumbrance or conveyance shall  automatically be subject to such rights without
the necessity of the execution,  delivery or recording of any further instrument
whatsoever,  and  that the  other  party to such  grant,  sublease,  assignment,
encumbrance  or  conveyance  shall,  at the  request  and  expense of the Ground
Lessor,  execute and deliver such documents and instruments as may be reasonably
requested by the Ground Lessor to evidence its rights hereunder.

     Section 4.5.  Compliance  Certificates.  The Ground  Lessee  shall  provide
within  fifteen  (15)  days  of  request  by the  Ground  Lessor,  an  Officer's
Certificate  of the Ground Lessee to the effect that the Released  Property that
has been or is proposed to be granted,  released, leased or conveyed pursuant to
the  provisions of Section 4.2 hereof,  or rights that have been or are proposed
to be exercised  pursuant to the  provisions  of Section 4.3 hereof,  either (x)
complies with the requirements of Section 4.2 or 4.3 hereof,  as applicable,  or
(y) does not comply with  Section  4.2 or 4.3 hereof and  stating in  reasonable
detail the basis of any such  non-compliance.  In connection with the furnishing
of any such  certificate,  the Ground  Lessee  shall be  entitled  to rely upon,
without  further  investigation,  an Officer's  Certificate to the Ground Lessee
(which  certification  as  to  clause  (iii)  below  shall  be  confirmed  by an
engineer's  certificate,  which engineer shall be reasonably satisfactory to the
Ground Lessee, it being understood that an internal engineer at Ground Lessor or
one of its  Affiliates  would be  considered  reasonable)  that  such  action or
actions shall not (i) result in the preclusion of reasonably necessary access to
the Facility,  (ii) materially diminish the residual value, utility or remaining
useful life of the Facility or (iii)  impair in any material  respect the use of
the Ground Interest or the use or operation of the Facility.


                                       13
<PAGE>


     Section 4.6. SREA. The Ground Lessor and the Ground Lessee acknowledge that
notwithstanding  the  assignment of the  Easements  under the SREA to the Ground
Lessee, the Ground Lessor shall remain responsible for all obligations under the
SREA and the Ground  Lessee is not  assuming  any such  obligations.  The Ground
Lessor  shall  retain  the  right to enter  into or  consent  to any  amendment,
modification  or  supplement to the SREA;  provided,  that the Ground Lessor may
not,  without  the prior  written  consent of the Ground  Lessee,  enter into or
consent to any such amendment,  modification or supplement that could reasonably
be expected to have an adverse  effect on the rights of the Ground Lessee or, so
long as the Lien of the Indenture  shall not have been terminated or discharged,
the Indenture  Trustee,  unless such  modification  or supplement is required by
Applicable Law or is necessary to operate or maintain the Facility in compliance
with  Applicable  Law. The Ground  Lessor shall provide the Ground Lessee with a
copy of any  proposed  amendments  to the  SREA at  least  30 days  prior to the
proposed  effective  date of such  amendment.  The Ground  Lessor  covenants and
agrees that it shall use commercially  reasonable efforts to complete,  within 6
months of the Closing Date, at the Ground Lessor's sole cost and expense, all of
its obligations under the SREA, including, without limitation, the provisions of
Section 6.1 of the SREA,  and the Ground Lessor and the Ground Lessee shall,  if
necessary,  amend the Site Lease and the Site Sublease to reflect any changes to
the Easements.


section 5.        USE OF GROUND INTEREST

     Section 5.1. Use. The Ground  Lessee's  rights  hereunder to use the Ground
Interest  during the Site Lease Term shall be limited to the right of the Ground
Lessee  to use (a) the  Facility  Site in  connection  with the use,  operation,
maintenance, repair, upgrade, improvement,  alteration, removal, restoration and
modification  of the  Facility  in  accordance  with the terms of the  Operative
Documents,  which shall include the right to construct,  install,  operate, use,
repair and relocate  facilities,  equipment  and/or  structures  on or under the
Facility Site, including  buildings,  roads, paths,  walkways,  sanitary sewers,
storm drains,  water,  gas and/or oil mains,  waste disposal  systems,  electric
power lines,  transmission lines,  telephone,  television and  telecommunication
lines, fire protection systems, safety sensor and monitoring systems and utility
lines  and  systems,  all as are  reasonably  necessary  or  advisable  for  the
commercial operation of the Facility; (b) the Easements and Additional Easements
in connection with the use and operation of the Facility; and (c) the Additional
Property for the use and  operation of the Facility;  provided,  that the Ground
Lessee may not relocate or expand any easement or any facility relating thereto.

     Section 5.2.  Compliance  with  Environmental  Laws. The Ground Lessee will
comply  with  all   Environmental   Laws  of  any  Governmental   Entity  having
jurisdiction as the same pertain to the Facility Site, unless such noncompliance
could  not  reasonably  be  expected  to result in a  Material  Adverse  Effect;
provided  however that the Ground  Lessee may, in good faith and by  appropriate
proceedings,   diligently   contest  the  validity  or   applicability   of  any
Environmental Law in any reasonable manner that (A) does not involve any risk of
foreclosure, sale or forfeiture or loss of the Facility or the Facility Site (in
each  case  unless  such risk is not  material)  or the  impairment  of the use,
operation or maintenance of the Facility in any material respect,  and (B) could
not result in any criminal  liability being incurred by, or could not reasonably
be expected to have any material  adverse  effect on the interests of, the Owner
Participant or the Ground Lessee;  provided,  however,  that at all times during


                                       14
<PAGE>


the term of the Site Sublease, so long as the Ground Lessee has not dispossessed
the Ground Lessor of the Facility Site, the Ground Lessor,  pursuant to the Site
Sublease,  shall be obligated to perform,  and the Ground Lessee shall be deemed
to have performed, the obligations under this Section 5 (whether or not it shall
have performed its  obligations  under the Site Sublease,  the Facility Lease or
the other Operative Documents). Notwithstanding the foregoing, the Ground Lessee
shall not be responsible for compliance with any  requirements of  Environmental
Laws to the extent such  requirements are attributable to any action,  omission,
event,  circumstance or condition occurring or existing prior to (i) such return
of the Ground  Interest to the Ground Lessee upon the  termination or expiration
of the Site  Sublease or (ii) such  dispossession  of the Ground Lessor from the
Facility Site by the Ground Lessee.

     Section 5.3. Maintenance; Replacement; Modifications. During the Site Lease
Term, the Ground Lessor  agrees,  with respect to the  Additional  Property,  to
maintain, repair, replace and modify such equipment and facilities in accordance
with the maintenance,  replacement and modification  requirements  prescribed in
Sections  7.1,  7.2,  8.1 and 8.2 of the  Facility  Lease  with  respect  to the
Facility  (without regard to whether the Facility Lease is then in effect).  The
Ground Lessor reserves the right to remove any such equipment or facilities that
become  surplus or obsolete  in  accordance  with the  standards  prescribed  in
Section 7.2 of the Facility Lease applied as if such provision  pertained to the
facilities  located on the Retained  Site.  During the period from and after the
end of the Site  Sublease  Term,  the Ground  Lessee shall  reimburse the Ground
Lessor for an equitable portion of the costs and expenses incurred by the Ground
Lessor to perform its maintenance,  repair and related  obligations with respect
to such equipment and  facilities,  based upon the relative manner and extent of
utilization  for the  use  and  operation  of the  Facility  and for the use and
operation of other facilities.

section 6.        TRANSFER OF GROUND INTEREST

     The  Ground  Lessee  expressly  agrees  that the  Ground  Lessee  shall not
transfer the Ground Interest  except as part of the Ground Lessee's  transfer of
the Owner  Lessor's  Interest  pursuant to the Operative  Documents.  The Ground
Lessor  acknowledges that (x) the Ground Lessee shall have the right to transfer
and convey the Ground  Interest  as part of a transfer  under and in  accordance
with Section  10.2(a),  13.3,  14.4, or 17.1 of the Facility Lease in connection
with the Ground Lessee's transfer  thereunder of the Owner Lessor's Interest and
the Ground Lessor and the Ground  Lessee agree to comply with the  provisions of
the applicable  sections of the Facility Lease in connection  with such transfer
to the extent required  thereunder,  (y) the Ground Lessee's interest  hereunder
may be transferred  together with the Owner  Lessor's  Interest to the Indenture
Trustee or an Affiliate of the Indenture  Trustee or any other Person who is the
purchaser thereof in foreclosure of the Lien of the Indenture or by deed in lieu
of any  such  foreclosure  or  after  any  such  foreclosure  or deed in lieu of
foreclosure,  and (z) at all times, subject to Section 13.2 of the Participation
Agreement following the expiration or termination, for any reason whatsoever, of
the  Facility  Lease,  the Ground  Lessee may  transfer or assign its rights and
obligations  under this Site  Lease,  or permit the  sublease,  sub-sublease  or
occupancy  of the Ground  Interest to or by any third  person,  or mortgage  its
interest  in the  Ground  Interest  so  long  as the  transferee,  sublessee  or
mortgagee is simultaneously acquiring a similar interest in the Facility and, if
the Lien of the Indenture has not been  terminated or discharged,  the Indenture
Trustee  has  given its prior  written  consent;  provided,  however,  that,  in
connection  with any mortgage by the Ground Lessee of its interest in the Ground


                                       15
<PAGE>


Interest,  the Ground Lessor shall not unreasonably  withhold its consent to any
modification  of this Site Lease as is  requested  by any lender to  preserve or
protect the lien granted to such lender in connection  with its mortgage so long
as such  modification  would not subject the Ground  Lessor to any  unreimbursed
cost or expense and would not otherwise be disadvantageous to the Ground Lessor,
and provided, further, that the Ground Lessee agrees to pay all reasonable costs
and expenses incurred by the Ground Lessor in connection with any such requested
modification.  With respect to an  assignment  only,  the Ground Lessee shall be
relieved  of its  obligations  under  this Site Lease from and after the date of
such  transfer or  assignment  so long as the transfer or  assignment is made in
accordance  with clause (z) above and the  transferee  or  assignee  assumes and
agrees to perform all  obligations  and  liabilities  of the Ground Lessee under
this Site Lease  pursuant to such  agreements,  and on such  terms,  as shall be
reasonably  satisfactory  to the Ground  Lessor and if the Lien of the Indenture
has not been  terminated  or  discharged,  with  the  consent  of the  Indenture
Trustee.

     The  Ground  Lessee  acknowledges  and agrees  that at all times  after the
expiration or termination, for any reason whatsoever, of the Facility Lease, the
Ground Lessor may convey the Facility Site and transfer or assign its rights and
obligations  under this Site Lease to any third  person  with the prior  written
consent of the Ground  Lessee  and,  if the Lien of the  Indenture  has not been
terminated or discharged,  the Indenture  Trustee (such consent,  in the case of
the Ground Lessee,  not to be unreasonably  withheld).  With respect to any such
assignment,  the Ground Lessor shall be relieved of its  obligations  under this
Site Lease from and after the date of such conveyance and transfer or assignment
so long as the  transferee  or  assignee  assumes  and  agrees  to  perform  all
obligations  and liabilities of the Ground Lessor under this Site Lease pursuant
to such  agreements,  and on such terms, as shall be reasonably  satisfactory to
the Ground Lessee and if the Lien of the  Indenture  has not been  terminated or
discharged, with the consent of the Indenture Trustee.

section 7.        LIENS

     Section 7.1. Liens by Ground Lessee.  The Ground Lessee agrees that it will
not, directly or indirectly,  create, incur, assume or suffer to exist any Owner
Trustee's Liens  attributable  to it on or with respect to the Ground  Interest,
and the Ground Lessee shall promptly  notify the Ground Lessor of the imposition
of any such Lien of which the Ground Lessee is aware and shall promptly,  at its
own expense,  take such action as may be necessary to fully discharge or release
any such Lien or contest any such Lien in good faith and with due  diligence  by
appropriate  legal proceedings and provided that the Ground Lessee shall provide
the Ground  Lessor  with  reasonable  security  as may be required by the Ground
Lessor in connection with any such contest.

     Section 7.2. Liens by the Ground Lessor. The Ground Lessor hereby covenants
that it will not,  directly or indirectly,  create,  incur,  assume or suffer to
exist any Liens or other encumbrances on or with respect to the Ground Interest,
other than Permitted  Liens.  The Ground Lessor shall promptly notify the Ground
Lessee of the imposition of any such Lien or other encumbrances described in the
immediately  preceding  sentence  of which the Ground  Lessor is aware and shall
promptly,  at its own  expense,  take such action as may be  necessary  to fully
discharge  or release  any such Lien or contest  any such Lien in good faith and
with due diligence by appropriate legal proceedings and provided that the Ground


                                       16
<PAGE>


Lessor  shall  provide  the Ground  Lessee  with  reasonable  security as may be
required by the Ground  Lessee in  connection  with any such  contest.  It being
understood  that  until the  earlier of the  expiration  or  termination  of the
Facility  Lease,  the Ground  Lessor shall be deemed to have  complied with this
Section 7.2, so long as it is in  compliance  with its  obligations,  as Lessee,
under Section 6 of the Facility Lease.

section 8.        EVENTS OF LOSS, CONDEMNATION, DAMAGE OR DESTRUCTION

     (a) If at any time during the Facility  Lease Term a  Requisition  or other
Event of Loss occurs or other casualty  occurs,  the terms and provisions of the
Facility  Lease  shall  govern and  control  the rights and  obligations  of the
parties hereto.

     (b) If at any time  after the  expiration  or  termination,  for any reason
whatsoever,  of the  Facility  Lease and until the  earlier  of the  expiration,
surrender  or  termination  of the Site Lease Term,  the Ground  Interest or any
portion  thereof  is  the  subject  of  a  Requisition,  the  proceeds  of  such
Requisition  shall be divided between the Ground Lessor and the Ground Lessee in
the proportions specified in the condemnation award or agreement of transfer or,
if not so  specified,  in  proportion  to the fair  market  value of the  Ground
Lessor's and the Ground Lessee's  respective  interests in the Ground  Interest;
provided  that  so long  as the  Lien  of the  Indenture  shall  not  have  been
terminated or discharged,  all amounts  payable to the Ground Lessee pursuant to
this  clause (b) shall be  payable  to the  Indenture  Trustee  for  application
pursuant to the Indenture.

     (c) If, at any time after the  expiration  or  termination,  for any reason
whatsoever,  of the  Facility  Lease and until the  earlier  of the  expiration,
surrender  or  termination  of the Site Lease  Term,  the  Facility  or any part
thereof is damaged or destroyed by any fire or other casualty, the Ground Lessee
shall not,  except to the extent  expressly  required under any other  Operative
Document  or under  Applicable  Laws,  be  obligated  to repair or  replace  the
Facility, notwithstanding the availability of insurance proceeds for repair. All
proceeds  received  by the Ground  Lessee  from  insurance  with  respect to any
casualty or property damage  occurring on or after the expiration or termination
of the  Facility  Lease,  but during  which  period  this Site Lease  remains in
effect, shall be applied as the Ground Lessee may elect.

     (d) To the extent that a  Requisition  occurs with  respect to the Facility
after the  expiration or termination of the Facility Lease and until the earlier
of the expiration, surrender or termination of the Site Lease Term, the proceeds
of such Requisition shall be paid solely to the Ground Lessee.

     (e) To the  extent  that a  Requisition  occurs  with  respect  to both the
Facility and the Ground  Interest  after the  expiration or  termination  of the
Facility Lease and until the earlier of the expiration, surrender or termination
of the Site Lease Term,  and the  condemnation  award or  agreement  of transfer
fails to specify how the proceeds of such  Requisition  shall be divided between
the Ground Lessor and the Ground Lessee,  the proceeds of such Requisition shall
be  divided  between  the  Ground  Lessor and the  Ground  Lessee  equitably  in
accordance with the principles set forth in paragraphs (b) and (d) above.


                                       17
<PAGE>


section 9.        SEVERANCE

     The Facility, Components, Replacement Components, all equipment at any time
acquired  by the Ground  Lessee and located on the  Facility  Site and each part
thereof have been severed by agreement and intention of the parties  hereto from
the Facility Site and from title thereto and (i) shall be considered as personal
property  of the  Ground  Lessee,  (ii) even  though  attached  or affixed to or
installed upon the Facility Site, as the case may be, shall not be considered to
be  fixtures  or a part of the  Facility  Site and (iii)  shall not be or become
subject to the Lien of any mortgage  encumbering  the Facility  Site (other than
the  Indenture,  if then in effect).  The Ground Lessor waives any rights it may
have  under the laws of the State of New York  arising  under this Site Lease or
otherwise (except as expressly provided in the Operative  Documents) to any Lien
upon, or any right to distress or attachment upon, or any other interest in, any
item constituting part of the Facility,  Components,  Replacement  Components or
any equipment  and other  property at any time acquired by the Ground Lessee and
located on the Facility  Site.  The Ground Lessor  acknowledges  that the Ground
Lessee is the legal, equitable and beneficial owner of the Facility, Components,
Replacement Components and all such other equipment and property relating solely
to the  Facility at any time  acquired  by the Ground  Lessee and located on the
Facility Site and covenants and agrees that,  subject to any  limitations in and
to the  terms  and  conditions  of  this  Site  Lease  and the  other  Operative
Documents, following the expiration or earlier termination of the Facility Lease
and during the Site Lease Term upon  (without  limitation  of the  provisions of
Section 2.7 hereof) the  expiration or earlier  termination  of this Site Lease,
the  Ground  Lessee  shall  have the right to  remove,  from  time to time,  the
Facility,  Components,  Replacement  Components  or any part thereof or any such
other  equipment  and  property  relating  solely  to the  Facility  at any time
acquired by the Ground Lessee,  from the Facility Site. The Ground Lessee waives
any rights it may have under the laws of the State of New York or  otherwise  to
any Lien upon,  or right of  attachment  (other than a leasehold  interest in or
right to use,  as the case may be) with  respect  to,  the  Facility  Site,  any
facility located at any time on the Retained Site, the Additional  Property,  or
any part thereof.

section 10.       NONMERGER

     The reversionary interest of the Ground Lessor in the Ground Interest shall
not merge into any interest in the Ground  Interest  conveyed by this Site Lease
even if such  reversionary  interest  and such  interest  leased are at any time
vested in or held directly or indirectly by the same Person, but this Site Lease
shall  nonetheless  remain in full force and effect in accordance with its terms
notwithstanding such vesting or holding unless and until the Person holding such
interests  shall  execute an  instrument  effecting  such  merger and shall duly
record such  instrument.  No such  instrument  of merger  shall be executed  and
recorded unless and until the Lien of the Indenture on the Indenture  Estate has
been terminated or discharged in accordance with the terms thereof.

section 11.       INDEMNIFICATION

     The Ground  Lessee shall  indemnify,  protect,  save and hold  harmless the
Ground Lessor,  from and against,  any and all Claims imposed on, incurred by or
asserted  against  the Ground  Lessor,  to the extent  (but only to the  extent)
relating to or arising out of any of the following  (other than claims for which
the Ground  Lessor is  responsible  under  Section 5.3 of the Facility  Lease or


                                       18
<PAGE>


Section  9.1 of the  Participation  Agreement)  which  are  attributable  to any
action, omission,  event,  circumstance or condition occurring or existing after
the return of the Facility Site and Easements to the Ground  Sublessor  pursuant
to  Section  2.4 of the Site  Sublease  and prior to the  return  of the  Ground
Interest  to the Ground  Lessor in  accordance  with  Section 2.4 or Section 2.6
hereof: (i) the ownership,  possession,  operation,  maintenance,  modification,
repair,  rebuilding,  alteration,  restoration,  refurbishing,  or other  use or
non-use of the Facility,  or (ii) the presence,  use,  storage,  transportation,
treatment or  manufacture  of any  Hazardous  Material in, at, under or from the
Facility or the Facility Site but not, for  avoidance of doubt,  in each case to
the extent such claims are  attributable  to (a) any  action,  omission,  event,
circumstance  or  condition  occurring  or existing  prior to such return of the
Facility  Site and Easements to the Ground  Sublessor  upon the  termination  or
expiration  of the Site  Sublease  or (b) any action or  omission  by the Ground
Lessor. The obligations of the Ground Lessee under this Section 11 shall survive
the termination of this Site Lease.

section 12. SECURITY FOR GROUND LESSEE'S OBLIGATION UNDER NOTES

     In order to secure the Notes,  the Ground  Lessee will,  by the  Indenture,
assign and grant a Lien to the Indenture  Trustee in and to, inter alia,  all of
the Ground Lessee's right,  title and interest in, to and under this Site Lease,
the Site  Sublease and the Ground  Interest  (other than  Excepted  Payments and
Excepted  Rights).  The Ground Lessor  hereby  consents to such  assignment  and
creation of such Lien and  acknowledges  receipt of copies of the Indenture,  it
being  understood  that such  consent  shall not affect any  requirement  or the
absence of any requirement for any consent under any other circumstances. Unless
and  until the  Ground  Lessor  shall  have  received  written  notice  from the
Indenture  Trustee  that  the  Lien of the  Indenture  has  been  terminated  or
discharged,  the Indenture  Trustee under the Indenture shall have the rights of
the Ground  Lessee  under this Site Lease to the extent set forth in and subject
in each case to the exceptions set forth in the Indenture.

section 13.       MISCELLANEOUS

     Section  13.1.  Amendments  and Waivers.  No term,  covenant,  agreement or
condition of this Site Lease may be terminated,  amended or compliance therewith
waived  (either  generally  or  in  a  particular  instance,   retroactively  or
prospectively)  except by an instrument or  instruments  in writing  executed by
each party hereto.

     Section 13.2. Notices. Unless otherwise expressly specified or permitted by
the terms hereof, all communications and notices provided for herein shall be in
writing or by a telecommunications  device capable of creating a written record,
and any such notice shall become effective (a) upon personal  delivery  thereof,
including by  overnight  mail or courier  service,  (b) in the case of notice by
United States mail,  certified or registered,  postage  prepaid,  return receipt
requested,  upon  receipt  thereof,  or (c) in the  case  of  notice  by  such a
telecommunications device, upon transmission thereof, provided such transmission
is promptly  confirmed  by either of the methods set forth in clauses (a) or (b)
above, in each case addressed to such party hereto and copy party at its address
set forth  below or at such  other  address as such party or copy party may from
time to time designate by written notice to the other parties:


                                       19
<PAGE>


         If to the Ground Lessor:

                  KeySpan-Ravenswood, LLC
                  c/o KeySpan Corporation
                  One MetroTech Center
                  Brooklyn, New York 11201
                  Telephone: (718) 403-1000
                  Telecopy: (718) 696-7139

         If to the Ground Lessee:

                  SE Ravenswood Trust
                  c/o Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, DE 19890-0001
                  Telephone No.:       (302) 651-1000
                  Facsimile No.:       (302) 651-8882
                  Attention: Corporate Trust Administration
         with a copy to the Owner Participant:

                  SE Ravenswood Lease, L.L.C.
                  c/o Southern Energy Finance Company, Inc.
                  270 Peachtree Street, N.W.
                  Atlanta, GA  30303
                  Telephone No.: (404) 506-5000
                  Facsimile No.:  (404) 506-0708
                  Attention:  Director of Capital Markets and Leasing

                  with a copy to:

                  c/o Southern Energy Finance Company, Inc.
                  270 Peachtree Street, N.W.
                  Atlanta, GA  30303
                  Telephone No.: (404) 506-5000
                  Facsimile No.:  (404) 506-0708
                  Attention:  Financial Manager


                                       20
<PAGE>


          and to the Indenture Trustee (for so long as the Lien of the Indenture
          has not been terminated or discharged):

                  Wells Fargo Bank Northwest, N.A.
                  213 Court Street, Suite 703
                  Middletown CT 06457
                  Telephone No. (860) 704-6216
                  Facsimile No. (860) 704-6219
                  Attention: Corporate Trust Services

          and to the  Pass  Through  Trustee  (for so  long  as the  Lien of the
          Indenture has not been terminated or discharged):

                  Wells Fargo Bank Northwest, N.A.
                  213 Court Street, Suite 703
                  Middletown CT 06457
                  Telephone No. (860) 704-6216
                  Facsimile No. (860) 704-6219
                  Attention: Corporate Trust Services

     Section  13.3.  Survival.   Except  as  expressly  set  forth  herein,  the
warranties  and  covenants  made by each  party  hereto  shall not  survive  the
expiration or termination of this Site Lease in accordance with its terms.

     Section 13.4. Successors and Assigns. This Site Lease shall be binding upon
and shall  inure to the  benefit  of, and shall be  enforceable  by, the parties
hereto and their respective successors and permitted assigns as permitted by and
in accordance with the terms hereof.

     Section  13.5.  Governing  Law.  This Site Lease has been  delivered in the
State of New York and shall be in all  respects  governed  by and  construed  in
accordance  with the laws of the State of New York,  including  all  matters  of
construction, validity and performance.

     Section  13.6.  Severability.  Any  provision  of this Site  Lease  that is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

     Section  13.7.  Counterparts.  This Site Lease may be  executed in separate
counterparts,  each of  which,  when  so  executed  and  delivered  shall  be an
original,  but all such counterparts  shall together  constitute but one and the
same instrument.

     Section 13.8. Headings and Table of Contents.  The headings of the sections
of this Site  Lease and the Table of  Contents  are  inserted  for  purposes  of
convenience   only  and  shall  not  be  construed  to  affect  the  meaning  or
construction of any of the provisions hereof.

     Section 13.9. Further Assurances.  Each party hereto will promptly and duly
execute and deliver such further  documents to make such further  assurances for


                                       21
<PAGE>


and take such further action reasonably requested by the other party, all as may
be reasonably  necessary to carry out more effectively the intent and purpose of
this Site Lease.

     Section  13.10.  Limitation of Liability.  It is expressly  understood  and
agreed by the parties  hereto that (a) this Site Lease is executed and delivered
by the Trust Company not  individually or personally but solely as Owner Trustee
under the Trust Agreement, in the exercise of the powers and authority conferred
and vested in it pursuant thereto, (b) each of the representations, undertakings
and agreements  herein made on the part of the Owner Lessor is made and intended
not as  personal  representations,  undertakings  and  agreements  by the  Trust
Company,  but is made and  intended  for the purpose for binding  only the Owner
Lessor,  (c)  nothing  herein  contained  shall be  construed  as  creating  any
liability  on the Trust  Company,  individually  or  personally,  to perform any
covenant either expressed or implied  contained herein,  all such liability,  if
any, being expressly  waived by the parties hereto or by any Person claiming by,
through or under the  parties  hereto and (d) under no  circumstances  shall the
Trust  Company be  personally  liable for the  payment  of any  indebtedness  or
expenses  of the Owner  Lessor or be liable  for the  breach or  failure  of any
obligation, representation, warranty or covenant made or undertaken by the Owner
Lessor under this Site Lease.

     Section 13.11.  Measuring Life. If and to the extent that any of the rights
and  privileges  granted  under this Site  Lease,  would,  in the absence of the
limitation  imposed by this sentence,  be invalid or  unenforceable  as being in
violation of the rule against  perpetuities or any other rule or law relating to
the  vesting  of  interests  in  property  or the  suspension  of the  power  of
alienation  of  property,  then it is  agreed  that  notwithstanding  any  other
provision of this Site Lease,  such options,  rights and privileges,  subject to
the respective conditions hereof governing the exercise of such options,  rights
and privileges,  will be exercisable  only during (a) the longer of (i) a period
which will end twenty-one (21) years after the death of the last survivor of the
descendants  living  on the  date of the  execution  of this  Site  Lease of the
following  Presidents  of the United  States:  Franklin D.  Roosevelt,  Harry S.
Truman,  Dwight D. Eisenhower,  John F. Kennedy,  Lyndon B. Johnson,  Richard M.
Nixon,  Gerald R. Ford,  James E. Carter,  Ronald W. Reagan,  George H.W.  Bush,
William J.  Clinton  and George W. Bush or (ii) the  period  provided  under the
Uniform  Statutory  Rule Against  Perpetuities  or (b) the  specific  applicable
period  of  time  expressed  in this  Site  Lease,  whichever  of (a) and (b) is
shorter.


                                       22
<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused this Site Lease to be
duly executed and delivered under seal by their  respective  officers  thereunto
duly authorized.


                     KEYSPAN-RAVENSWOOD, LLC,
                     as Ground Lessor


                        By:
                                  ----------------------------------------------
                                  Name:
                                  Title:


                     SE RAVENSWOOD TRUST,
                     as Ground Lessee


                         By:    Wilmington Trust Company, not in its individual
                                capacity but solely as Owner Trustee


                              By:
                                       -----------------------------------------
                                       Name:
                                       Title:






                                       23
<PAGE>



STATE OF NEW YORK                           )
                                            )  ss:
COUNTY OF NEW YORK                          )

                  On this ___ day of May 2004, before me, the undersigned,
personally appeared _________________, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in
his/her capacity, and that by his/her signature on the instrument, the
individual, or the person on behalf of which the individual acted, executed the
instrument.

                                                     ----------------------
                                     Notary


STATE OF NEW YORK                           )
                                            )  ss:
COUNTY OF NEW YORK                          )

                  On this ___ day of May 2004, before me, the undersigned,
personally appeared _________________, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in
his/her capacity, and that by his/her signature on the instrument, the
individual, or the person on behalf of which the individual acted, executed the
instrument.

                                                     ----------------------
                                     Notary






                                       24
<PAGE>




                                    EXHIBIT A
                                       to
                              Site Lease Agreement
                              --------------------



                          DESCRIPTION OF FACILITY SITE
                          ----------------------------



All that  certain  piece  or  parcel  of  land,  situate,  lying,  and  being at
Ravenswood  Cogeneration Facility in Long Island City, the Borough and County of
Queens, City and State of New York, bounded and described as follows:

Beginning at the point of a newly constructed  building within Parcel "A" having
coordinates of N277358.47 and E607681.66 in the New York State Plane  Coordinate
System of 1927,  which  beginning  point is distant the following  three courses
from an angle point on the  westerly  side of Vernon  Boulevard  (75 feet wide),
which angle point is located at the  intersection of 38th Avenue (75 feet wide),
as said Boulevard and Avenue are shown on map #4297,  titled "the Elimination of
37th Avenue and 38th Avenue between Vernon  Boulevard and the East River,  along
with the layout of Sewer Easements",  dated November 28, 1962 and adopted by the
Board of Estimate of the City of New York on July 25th,  1963 (Map #4297)  which
map was filed at Topographical  Bureau,  Borough of Queens,  City of New York on
August 9, 1963 thence;

A.   North  25o02'04"  East a  distance  of  476.77  feet in the right of way of
     Vernon Boulevard to a point, thence;

B.   North  64o57'56"  West a distance  of 214.15  feet at right  angle from the
     previous course to a point being the original point of beginning of the Con
     Edison Lease area, thence;

C.   South  23o48'54"  West a distance of 9.07 feet to the point of beginning of
     the Facility Site, running thence;


1.   South  59o11'27"  East a distance of 43.51 feet along the  perimeter of the
     said Facility Site area to a point, thence;

2.   North  32o20'17"  East a  distance  of 4.31 feet along the same to a point,
     thence;

3.   South  59o20'48"  East a distance  of 22.03 feet along the same to a point,
     thence;

4.   North  30o48'33"  East a  distance  of 0.55 feet along the same to a point,
     thence;

5.   South  59o11'27"  East a distance  of 30.24 feet along the same to a point,
     thence;

6.   South  30o48'33"  West a distance  of 30.23 feet along the same to a point,
     thence;

7.   South  59o11'27"  East a distance  of 30.52 feet along the same to a point,
     thence;

8.   South  30o48'33"  West a distance  of 13.79 feet along the same to a point,
     thence;

9.   South  59o11'27"  East a  distance  of 9.74 feet along the same to a point,
     thence;

10.  South  30o48'33"  West a distance of 107.85 feet along the same to a point,
     thence;

                                     EXH. A

<PAGE>


11.  North  59o11'27"  West a distance  of 20.80 feet along the same to a point,
     thence;

12.  South  30o48'33"  West a distance  of 85.62 feet along the same to a point,
     thence;

13.  South  59o11'27"  East a distance  of 28.29 feet along the same to a point,
     thence;

14.  South  30o48'33"  West a distance  of 82.39 feet along the same to a point,
     thence;

15.  North  59o11'27"  West a distance  of 57.01 feet along the same to a point,
     thence;

16.  North  30o48'33"  East a distance  of 13.49 feet along the same to a point,
     thence;

17.  North  59o11'27"  West a distance  of 51.01 feet along the same to a point,
     thence;

18.  North  30o48'33"  East a distance  of 16.72 feet along the same to a point,
     thence;

19.  North  59o11'27"  West a distance  of 41.34 feet along the same to a point,
     thence;

20.  North  30o48'33"  East a distance  of 18.65 feet along the same to a point,
     thence;

21.  North  59o11'27"  West a distance of 123.57 feet along the same to a point,
     thence;

22.  North 30o48'33" East a distance of 163.89 feet to a point, thence;

23.  South 64o14'53" East a distance of 6.58 feet to a point, thence;

24.  South 60o36'23" East a distance of 10.27 feet along facility site area to a
     point, thence;

25.  South  59o11'27"  East a distance of 117.09 feet along said  facility  site
     area to a point, thence;

26.  North  30o48'33"  East a distance  of 76.07 feet along the same to a point,
     thence;

27.  North  59o11'27"  West a  distance  of 4.63 feet along the same to a point,
     thence;

28.  North  30o48'33"  East a distance of 25.31 feet along the same to the Point
     and Place of Beginning.

Containing: 1.380 Acres (60,095 Square Feet), more or less.

Being known as the Facility  Site, on map entitled  "Facility Site Within Parcel
"A", Long Island City,  Queens, New York",  prepared by GEOD Corporation,  dated
April 22, 2004, as last revised May 24, 2004.


                                     EXH. A



<PAGE>



                                   EXHIBIT B-1
                                       to
                              Site Lease Agreement
                              --------------------



                            DESCRIPTION OF EASEMENTS
                            ------------------------



     A. The easements  originally  granted to the Ground Lessor pursuant to that
certain  Supplemental  (Ravenswood)  Easement  Agreement  ("SREA"),  dated as of
February 4, 2003, by and among  Consolidated  Edison Company of New York,  Inc.,
Steam House  Leasing,  LLC and the Ground Lessor (the "SREA  Easements"),  which
agreement shall be recorded in the Queens County Register's  Office  immediately
prior to the Memorandum of Site Lease, as follows:

     1.  Installation,  erection,  construction,  reconstruction,   maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of a concrete "stack" and the concrete foundation on which it is constructed.

     2.  Installation,  erection,  construction,  reconstruction,   maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of a building to house the Continuous Emission Monitoring System "CEMS".

     3.  Installation,  erection,  construction,  reconstruction,   maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of an "Aqueous Ammonia Tank in Dike," as well as an area appurtenant thereto for
the installation, erection, construction,  reconstruction,  maintenance, repair,
rebuilding,  modification,  renovation,  inspection, testing and operation of an
oil water separator.

     4.  Installation,  erection,  construction,  reconstruction,   maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of (A) a building to house a gas compressor and (B)  lubricating oil containment
and storage tanks and systems, a hot gas scrubber,  coalescing filter, recycling
cooler, fuel gas heater, related piping and electrical conduits.

     5.  Installation,  erection,  construction,  reconstruction,   maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of (A) an  underground  kerosene fuel line and (B) electric  lines located in an
underground trench.

                                    EXH. B-1

<PAGE>


     6.  Installation,  erection,  construction,  reconstruction,   maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of a 12 foot wide underground common utility trench.

     7.  Installation,  erection,  construction,  reconstruction,   maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of an above grade export steam line.

     8.  Installation,  erection,  construction,  reconstruction,   maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of a "138 KV underground cable line".

     9.  Installation,  erection,  construction,  reconstruction,   maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of a "Sanitary Sewer Line".


     10.  Installation,  erection,  construction,  reconstruction,  maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of a "12" Fire Protection Loop".

     11.  Installation,  erection,  construction,  reconstruction,  maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of a "31G04 Feeder Breaker G4E," and appurtenant equipment  (including,  but not
limited to, appurtenant generator breakers,  motor operated disconnect switches,
ground switches, voltage regulators,  transformers, manually operated disconnect
switches, circuit breakers).

     12.  Installation,  erection,  construction,  reconstruction,  maintenance,
repair, rebuilding, modification,  renovation, inspection, testing and operation
of a "Natural Gas Feeder Line".


     B. The  easements  originally  granted to the Ground Lessor as described in
Schedule  2.02(a)(5),  Schedule  2.02(a)(8) and Schedule 2.03(3) of that certain
Amended and Restated  Ravenswood  Declaration  of Easements  Agreement  ("DOE"),
dated June 18, 1999, by and among Consolidated Edison Company of New York, Inc.,
Steam  House  Leasing,  LLC and the  Ground  Lessor  (the "DOE  Easements,"  and
collectively with the SREA Easements,  the "Easements"),  recorded in the Queens
County Register's Office on June 30, 1999 in Reel 5294, Page 2470, as follows:

                                    EXH. B-1

<PAGE>


     1. An Easement  over a portion of Rainey  Substation  for the  maintenance,
repair,  operation,  inspection and replacement of electrical  feeders B1A, B1B,
B2A, C1A, C1B, and C2A.

     2. An Easement  over a portion of Vernon  Substation  for the  maintenance,
repair, operation and inspection of the Discharge Tunnel.


     3. An Easement for the operation,  inspection, testing, repair, replacement
and maintenance of all steam piping downstream of the 2 6" revenue meters.

The Easements are depicted on the attached Survey prepared by GEOD  Corporation,
dated April 22, 2004, as last revised May 24, 2004 (provided,  however, that any
conflict  between the  description on the Survey and the actual  location of the
Easement shall be resolved in favor of the actual location of the Easement).










                                    EXH. B-1

<PAGE>



                                   EXHIBIT B-2
                                       to
                              Site Lease Agreement
                              --------------------



                       DESCRIPTION OF ADDITIONAL EASEMENTS
                       -----------------------------------



     I. A  non-exclusive  easement  for  installation,  erection,  construction,
reconstruction,   maintenance,  repair,  rebuilding,  modification,  renovation,
inspection,  testing and operation of a GIS Substation and related  buildings as
shown on the Survey.

     II. A  non-exclusive  easement for  installation,  erection,  construction,
reconstruction,   maintenance,  repair,  rebuilding,  modification,  renovation,
inspection,  testing and operation of a 6 foot deep  underground  common utility
trench as shown on the Survey.

     III. A non-exclusive  easement for  installation,  erection,  construction,
reconstruction,   maintenance,  repair,  rebuilding,  modification,  renovation,
inspection, testing and operation of a 4" kerosene line as shown on the Survey.

     IV. A  non-exclusive  easement for  installation,  erection,  construction,
reconstruction,   maintenance,  repair,  rebuilding,  modification,  renovation,
inspection, testing and operation of a 138kV underground cable from the Facility
to Vernon Substation as shown on the Survey.

     V. A  non-exclusive  easement  for  the  maintenance,  repair,  inspection,
testing  and  operation  of water  meter  houses  No. 1, 2 and 3 as shown on the
Survey and supply piping to the Facility.

     VI. A  non-exclusive  easement  for the  maintenance,  repair,  inspection,
testing  and  operation  of the  Discharge  Tunnel  from the  south  side of the
Administration  Building  along west side of Vernon  Substation to the southwest
corner of the property as shown on the Survey.


                                    EXH. B-2


<PAGE>


         VII. A non-exclusive easement for the maintenance, repair, inspection,
testing and operation of the Black Start Gas Turbine and associated feeders to
Unit 3 as shown on the Survey.

         VIII. A non-exclusive easement for vehicular and pedestrian ingress to
and egress from the Facility over the existing road as shown on the Survey.

     IX. A non-exclusive easement to maintain, repair, inspect, test and operate
any and all water pipelines, waste water and sewer pipelines, gas pipelines, and
other utility pipelines  providing  utilities to the Facility,  together with an
easement  for  ingress and egress  over and across the  Retained  Site as may be
reasonably necessary to use the foregoing facilities.

     X. A non-exclusive easement for the installation,  erection,  construction,
reconstruction,   maintenance,  repair,  rebuilding,  modification,  renovation,
inspection, testing and operation of a storm water discharge pipe.

     XI. A non-exclusive easement for the installation,  erection, construction,
reconstruction,   maintenance,  repair,  rebuilding,  modification,  renovation,
inspection,  testing  and  operation  of a storm water  discharge  pipe from the
Facility over and across the Retained Site to the East River.

     XII. A  non-exclusive  easement for the  maintenance,  repair,  inspection,
testing and operation of all facilities which encroach onto the Retained Site as
shown on the Survey.

     XIII. A non-exclusive  easement for the  maintenance,  repair,  inspection,
testing and operation of the Overhead Steam Line as shown on the Survey.

     The Additional  Easements are depicted on the attached  Survey  prepared by
GEOD Corporation,  dated April 22, 2004, as last revised May 25, 2004 (provided,
however,  that any conflict between the description on the Survey and the actual
location of an Easement shall be resolved in favor of the actual location of the
Easement).


                                    EXH. B-2


<PAGE>



                                   EXHIBIT B-3
                                       to
                              Site Lease Agreement
                              --------------------



                       DESCRIPTION OF ADDITIONAL PROPERTY
                       ----------------------------------



1.   Circulating  Water System - discharge tunnel from south side of LIC Funding
     Lease Area  along west side of Vernon  Substation  to  southwest  corner of
     property.

2.   City Water Supply System - supply piping from Meter Houses No. 1, No. 2 and
     No. 3 to Units 1, 2, and 3.

3.   Electrical  Feeders - 13.8kV light and power  feeders B1A,  B1B,  B2A, C1A,
     C1B, and C2A for Unit 3.

4.   Steam Supply from "A" House - piping to Units 1, 2, and 3.

5.   Black Start Gas Turbine (GT-1) and associated feeders to Units 3.










                                    EXH. B-3




<PAGE>




                                     EXH. C

                                    EXHIBIT C
                                       to
                              Site Lease Agreement
                              --------------------



                          DESCRIPTION OF RETAINED SITE
                          ----------------------------



PARCEL I (RAVENSWOOD GENERATING STATION PARCEL A)
-------------------------------------------------

All that certain plot,  piece or parcel of land  including  land now or formerly
under water, situate, lying and being at Ravenswood in the Borough and County of
Queens, City and State of New York, bounded and described as follows:

BEGINNING  at a point on the  westerly  side of Vernon  Boulevard at the extreme
southeasterly  end of the arc of a curve  connecting  the southerly side of 36th
Avenue with the westerly side of Vernon Boulevard;

RUNNING THENCE  southerly  along the westerly side of Vernon  Boulevard,  981.30
feet to an angle point;

THENCE southerly still along the westerly side of Vernon Boulevard, 675.44 feet;

THENCE  westerly along a line forming an interior angle of 96 degrees 49 minutes
42 seconds with the westerly side of Vernon Boulevard, 52.52 feet;

THENCE northerly along a line forming an interior angle of 90 degrees 56 minutes
05 seconds with the last mentioned course, 29.12 feet;

THENCE westerly along a line forming an interior angle of 270 degrees 54 minutes
55 seconds with the last mentioned course, 465.83 feet;

THENCE  southerly  along a line  forming  an  interior  angle of 270  degrees 04
minutes 03 seconds with the last mentioned course, 344.55 feet;

THENCE  westerly along a line forming an interior angle of 86 degrees 35 minutes
25 seconds  with the last  mentioned  course  149.56  feet to the United  States
Pierhead and Bulkhead approved by the Secretary of War on June 30, 1947;

THENCE northerly along said pierhead and bulkhead line,  290.42 feet to an angle
point;

THENCE northerly still along said pierhead and bulkhead line, 1171.01 feet to an
angle point;

THENCE northerly still along said pierhead and bulkhead line, 466.21 feet to the
southerly side of 36th Avenue;


                                     EXH. C

<PAGE>


THENCE easterly along the southerly side of 36th Avenue, 12.07 feet to the angle
point;

THENCE  easterly  still along the southerly  side of 36th Avenue 38.45 feet to a
point of curvature;

THENCE easterly still along the southerly side of 36th Avenue on a curve bearing
to the left having a radius of 2061.00  feet,  and a central angle of 08 degrees
56 minutes 17 seconds a distance of 321.51 feet to a point of tangency;

THENCE  easterly still along the southerly  side of 36th Avenue,  278.69 feet to
the extreme  northwesterly  end of the arc of the curve,  first above mentioned,
connecting  the  southerly  side of 36th Avenue to the  westerly  side of Vernon
Boulevard;

THENCE along the  aforementioned  arc of the curve bearing to the right having a
radius of 15.00 feet and a central angle of 90 degrees 00 minutes 00 seconds,  a
distance of 23.56 feet to the westerly side of Vernon  Boulevard at the point or
place of BEGINNING.

EXCEPTING the following described premises:

All that  certain  plot,  piece or parcel of land,  situate,  lying and being at
Ravenswood  Cogeneration Facility in Long Island City, the Borough and County of
Queens, City and State of New York, bounded and described as follows:

BEGINNING at the point of a newly constructed  building within Parcel "A" having
coordinates of N277358.47 and E607681.66 in the New York State Plane  Coordinate
System of 1927,  which  beginning  point is distant the following  three courses
from an angle point on the  westerly  side of Vernon  Boulevard  (75 feet wide),
which angle point is located at the  intersection of 38th Avenue (75 feet wide),
as said Boulevard and Avenue are shown on Map #4297,  titled "the Elimination of
37th Avenue and 38th Avenue between Vernon  Boulevard and the East River,  along
with the layout of Sewer Easements",  dated November 28, 1962 and adopted by the
Board of Estimate of the City of New York on July 25th,  1963 (Map #4297)  which
map was filed at Topographical  Bureau,  Borough of Queens,  City of New York on
August 9, 1963, thence;

     A. North 25 degrees 02 minutes 04 seconds East a distance of 476.77 feet in
     the right of way of Vernon Boulevard to a point, thence;

     B. North 64 degrees 57 minutes 56 seconds West a distance of 214.15 feet at
     a right angle from the previous  course to a point being the original point
     of beginning of the Con Edison Lease area, thence;

     C. South 23 degrees 48 minutes 54 seconds  West a distance  of 9.07 feet to
     the point of beginning of the Facility Site, running thence;

     1. South 59 degrees  11  minutes 27 seconds  East a distance  of 43.51 feet
     along the perimeter of the said Facility Site area to a point, thence;


                                     EXH. C

<PAGE>


     2. North 32 degrees  20  minutes  17 seconds  East a distance  of 4.31 feet
     along the same to a point, thence;

     3. South 59 degrees  20  minutes 48 seconds  East a distance  of 22.03 feet
     along the same to a point, thence;

     4. North 30 degrees  48  minutes  33 seconds  East a distance  of 0.55 feet
     along the same to a point, thence;

     5. South 59 degrees  11  minutes 27 seconds  East a distance  of 30.24 feet
     along the same to a point, thence;

     6. South 30 degrees  48  minutes 33 seconds  West a distance  of 30.23 feet
     along the same to a point, thence;

     7. South 59 degrees  11  minutes 27 seconds  East a distance  of 30.52 feet
     along the same to a point, thence;

     8. South 30 degrees  48  minutes 33 seconds  West a distance  of 13.79 feet
     along the same to a point, thence;

     9. South 59 degrees  11  minutes  27 seconds  East a distance  of 9.74 feet
     along the same to a point, thence;

     10.  South 30 degrees 48 minutes 33 seconds  West a distance of 107.85 feet
     along the same to a point, thence;

     11.  North 59 degrees 11 minutes 27 seconds  West a distance  of 20.80 feet
     along the same to a point, thence;

     12.  South 30 degrees 48 minutes 33 seconds  West a distance  of 85.62 feet
     along the same to a point, thence;

     13.  South 59 degrees 11 minutes 27 seconds  East a distance  of 28.29 feet
     along the same to a point, thence;

     14.  South 30 degrees 48 minutes 33 seconds  West a distance  of 82.39 feet
     along the same to a point, thence;

     15.  North 59 degrees 11 minutes 27 seconds  West a distance  of 57.01 feet
     along the same to a point, thence;

     16.  North 30 degrees 48 minutes 33 seconds  East a distance  of 13.49 feet
     along the same to a point, thence;

     17.  North 59 degrees 11 minutes 27 seconds  West a distance  of 51.01 feet
     along the same to a point, thence;

     18.  North 30 degrees 48 minutes 33 seconds  East a distance  of 16.72 feet
     along the same to a point, thence;


                                     EXH. C

<PAGE>


     19.  North 59 degrees 11 minutes 27 seconds  West a distance  of 41.34 feet
          along the same to a point, thence;

     20.  North 30 degrees 48 minutes 33 seconds  East a distance  of 18.65 feet
          along the same to a point, thence;

     21.  North 59 degrees 11 minutes 27 seconds  West a distance of 123.57 feet
          along the same to a point, thence;

     22.  North 30 degrees 48 minutes 33 seconds  East a distance of 163.89 feet
          to a point, thence;

     23.  South 64 degrees 14 minutes 53 seconds East a distance of 6.85 feet to
          a point, thence;

     24.  South 60 degrees 36 minutes 23 seconds  East a distance  of 10.27 feet
          along Facility Site area to a point, thence;

     25.  South 59 degrees 11 minutes 27 seconds  East a distance of 117.09 feet
          along said Facility Site area to a point, thence;

     26.  North 30 degrees 48 minutes 33 seconds  East a distance  of 76.07 feet
          along the same to a point, thence;

     27.  North 59 degrees 11  minutes 27 seconds  West a distance  of 4.63 feet
          along the same to a point, thence;

     28.  North 30 degrees 48 minutes 33 seconds  East a distance  of 25.31 feet
          along the same to the point or place of beginning.


PARCEL II (RAINEY OIL TANK FARM PARCEL D):
------------------------------------------

All that certain plot,  piece or parcel of land  including  land now or formerly
under water, situate, lying and being at Ravenswood in the Borough and County of
Queens, City and State of New York, bounded and described as follows:

BEGINNING at a point on the  northerly  side of 36th Avenue  distant  11.10 feet
westerly from the extreme southwesterly end of the arc of a curve connecting the
northerly side of 36th Avenue with the westerly side of Vernon Boulevard;

RUNNING THENCE westerly along the northerly side of 36th Avenue,  267.59 feet to
a point of curvature;

THENCE westerly still along the northerly side of 36th Avenue on a curve bearing
to the right having a radius of 1934.00 feet,  and a central angle of 00 degrees
30 minutes 51 seconds a distance of 17.36 feet to a point of tangency;


                                     EXH. C

<PAGE>


THENCE  northwesterly  along a line forming an interior  angle of 119 degrees 05
minutes 28 seconds with the tangent to the preceding course (which tangent forms
the aforesaid point of tangency) 18.81 feet;

THENCE  northerly  along a line  forming  an  interior  angle of 151  degrees 53
minutes 55 seconds with the last mentioned course, 71.37 feet;

THENCE  easterly along a line forming an interior angle of 89 degrees 33 minutes
57 seconds with the last mentioned course, 160.85 feet;

THENCE southerly along a line forming an interior angle of 89 degrees 47 minutes
41 seconds with the last mentioned course, 62.83 feet;

THENCE easterly along a line forming an interior angle of 269 degrees 54 minutes
41 seconds with the last mentioned course, 133.82 feet;

THENCE southerly along a line forming an interior angle of 90 degrees 22 minutes
41 seconds with the last mentioned  course,  24.65 feet to the northerly side of
36th Avenue at the point or place of BEGINNING.


                                     EXH. C


<PAGE>




                                    EXHIBIT D
                                       to
                              Site Lease Agreement
                              --------------------



                                   THE SURVEY
                                   ----------















                                     EXH. D