Exhibit 10.79


              AGREEMENT FOR FLY ASH; RESTATED CONTRACT NO. 3804-983
                                AMENDMENT NO. 12

THIS AMENDMENT NO. 12 TO "AGREEMENT FOR FLY ASH" is entered into this 22th day
of May 2001.

         WHEREAS, Purchaser and Company have entered into a contract for sale by
         Company of fly ash produced at Company's Centralia Plant dated March 1,
         1977, as amended by amendments 1 through 11 (the "Agreement"); and

         WHEREAS, THE PURCHASER AND COMPANY DESIRE TO AMEND THE TERMS OF THE
         AGREEEMENT, THE PARTIES DO HEREBY AGREE AS FOLLOWS:

         1. Change Company name to TransAlta Centralia Generation LLC.

         2. Change Purchaser's name to ISG Resources, Inc.

         3. Purchaser will obtain eight <$) knife gates to be installed by
         Company on top of flyash bins for better segregation of flyash.

         4. * Purchaser will provide all design, equipment, material and hire
            Company approved contractor to install a carbon fixation systems in
            the flyash unloading room (per attachment A).

            * Company will provide electricity for new equipment operation.

            * The Purchaser will retain ownership and maintenance of the
            equipment and the Company will bear no liability for equipment
            damage.

            * The Company will retain ongoing review of equipment and it will
            be removed at the Company's request.

            * The Company will not participate in the cost of flyash treatment.
            All costs will be paid by Purchaser.

            * Purchaser will report monthly the tons of ash treated and maintain
            flow meter readin for audit purposes.


PURCHASER                                       COMPANY
ISG RESOURCES, INC.                             TRANSALTA CENTRALIA
                                                GENERATION LLC

By  /s/ Clinton A. Kurtz                        By  /s/ Darrel Webster for
  ---------------------------                     -----------------------------
Name Clinton A. Kurtz                           Name JEFF D WILLEY
Title V. President - W. Region                  Title CONTRACT ADMINSTRATOR
      June 26, 2001                                   June 28, 2001
------------------------                           ------------------------
   Date Executed                                      Date Executed


<PAGE>

                               AMENDMENT NO. 11 TO
                                 CENTRALIA PLANT
                  AGREEMENT FOR FLY ASH; CONTRACT NO. 3804-983

         This Amendment No. 11 to Centralia Plant ("Centralia Plant") Agreement
for Fly Ash (Contract No. 3804-983) is entered into this 5th day of August, 1997
between Pozzolanic Northwest, Inc. ("Purchaser") and PacifiCorp ("Company").


                                    RECITALS

WHEREAS, Purchaser and Company have entered into a contract for sale by Company
of fly ash produced at Company's Centralia Plant dated March 1, 1977, as amended
by amendments 1 through 10 (the "Agreement"); and


WHEREAS, THE PURCHASER AND COMPANY DESIRE TO AMEND THE TERMS OF THE AGREEMENT,
THE PARTIES DO HEREBY AGREE AS FOLLOWS:

         1. The combustion of coal at the Centralia Plant produces certain
            residual wastes in the form of ash collected by electrostatic
            precipitators (herein called "fly ash" or "reject ash") and other
            by-products. Considerable quantities of fly ash, reject ash and
            other by-products must be removed and disposed of by Company at
            their expense.

         2. Purchaser has explored the possibility of using or commercially
            marketing, or both, the fly ash at its sole expense. Purchaser in
            consideration for - an extension to the Restated Agreement, dated
            January 20, 1992, in Amendment No. 9, a revision to the Company's
            residual value percentage at the expiration of this Agreement; and
            other incentives to use, market or _ sell all the fly ash produced
            by Company - agrees to: increase the price paid to Company,
            eliminate additional transportation expenses by purchasing the fly
            ash FOB the spout, revise the exclusive right to a right of first
            refusal and other incentives to make the Agreement easier to
            administer. Purchaser desires to obtain the right, title and
            interest to those amounts of fly ash it may require from time to
            time for its own use or for dolivery to customers that it may
            develop, together with rights to have installed and maintained
            certain equipment on the Centralia Plant site for such purpose.
            Installation of certain equipment is further defined in Article . 3,
            Equipment at Centralia Plant Site and Article 4, Maintenance and
            Operation.

WHEREAS, the parties desire to continue their basic relationship whereby
Purchaser buys from Company fly ash produced at Company's Centralia Plant; and


                                  Page 1 of 9
<PAGE>

WHEREAS, fly ash means ash collected by electrostatic precipitators at the
Centralia Plant that meets the color, fineness, LOI and other quality
requirements to be mixed with Portland Cement and considered as meeting industry
standards;

WHEREAS, reject ash means ash collected by electrostatic precipitators at the
Centralia Plant that does not meet the standards for fly ash or fly ash rejected
by Purchaser that is transferred to silos 13 and 14. Bottom ash, economizer ash,
cenospheres, scrubber sludge and other related products are by-products
resulting from operation of the Centralia Plant and are neither fly ash nor
reject ash. However, Purchaser may explore using or marketing these related
products under separate agreements;

WHEREAS, Purchaser's rights, title and interest for exclusive right to fly ash
shall pertain to fly ash in Company's silos 11 and 12. All fly ash shall
initially go into silo 11. All ash transferred to Companys silos 13 and 14 from
Company's silos 11 and 12 is considered reject fly ash (whether it is fly ash or
reject ash) for the purposes of this Agreement. Reject ash in silos 13 and 14
may be marketed or sold to others by Company provided the reject ash is not
marketed or sold to current customers of Purchaser. Company may sell to a
competitor of Purchaser as long as the competitor does not sell the reject ash
to Purchaser's customers. Purchaser shall provide a list of customers when
requested by Company, in order for Company to determine if the marketing or sale
of reject ash is to a customer of Purchaser,

WHEREAS, the intent of this Amendment No. 11 is to give both parties incentives
to work harmoniously and cooperatively towards reducing Company's disposal costs
and increasing the revenue derived from fly ash sales for both parties, and
ultimately using, marketing or selling all the fly ash;

WHEREAS, Purchaser and Company therefore desire to amend the terms of the
Agreement.

                                   AGREEMENT

NOW,THEREFORE, the parties do hereby further agree as follows:

         1. Definitions and References. The capitalized terns used herein shall
            have the same meanings as those defined in the Fly Ash Agreement
            between PacifiCorp Electric Operations and Pozzolanic Northwest,
            Inc., dated January 20, 1992 (the "Restated Agreement"), unless
            otherwise defined above or herein. All references to section numbers
            herein refer to the Restated Agreement. From and after the date of
            this Amendment N0.11, the terms "fly ash" and "reject ash" shall
            have the meanins defined in this Amendments Recitals.


                                  Page 2 of 9
<PAGE>

         2. Extension of Agreement. The parties agree to extend the term of the
            Agreement from February 28, 2002, to __________________ with options
            to extend the Agreement in 5 year terms beginning in ______________
            in order for Purchaser to have a continuous ___________________ year
            term, provided Purchaser's performance is in accordance with the
            Agreement.

         3. Right to Fly ash. Section 2.1 of the Restated Agreement is deleted
            in its entirety and replaced with:

            2.1 Purchaser, for the price specified in Section 5 to be paid to
                the Company shall have the right to remove, market for sale,
                sell and otherwise dispose of any or all fly ash it may now or
                hereafter require, subject to this Agreement, either acting
                alone or in conjunction with others, from Company's silos 11 and
                12; provided however, that the Company may at its own discretion
                retain any amount of fly ash which it may desire for its own
                use, including but not limited to the blending of fly ash with
                scubber sludge or any other byproducts of the Centralia Plant;
                and provided further that the Company shall have the right to
                market for sale and sell all fly ash or reject ash at any time
                that Purchaser transfers ash to Company's silos 13 and 14 or at
                any time Purchaser does not remove available quantities of fly
                ash from the Centralia Plant, including fly ash in Company's
                silos 11 and 12 as specified below.

                Purchaser will have right of first refusal to all fly ash as it
                enters Company's silo 11 or is classified and placed in
                Company's silo 12. After Purchaser exercises its right of first
                refusal, Company may remove, market for sale, sell and otherwise
                dispose of any and all reject ash in silos 13 and 14 it may now
                or hereafter require, subject to this Agreement, either acting
                alone or in conjunction with others; provided, however, that the
                Company may at its own discretion retain any amounts of reject
                ash which it may desire for its own use. Company reserves the
                right to sell any or all reject ash to third parties independent
                of Purchaser if the Company, in its sole discretion, deems the
                terns offered by the third party to be more favorable than
                offered by Purchaser.

                Company, however, agrees not to soil any fly ash or reject ash
                to customers of Purchaser. Company may sell fly ash or reject
                ash to a competitor of Purchaser as long as the competitor does
                not sell the fly ash or reject ash to Purchaser's customers.
                Purchaser shall provide a list of fly ash customers and reject
                ash customers when requested by Company.

                Any new customers obtained after March 1, 1997 that Purchaser
                adds to the original lists will not be considered customers if


                                  Page 3 of 9
<PAGE>

                Purchaser has not sold the customer fly ash or reject ash within
                12 months. Pre March 1,1997 customers of Purchaser will not be
                subject to this 12 month requirement.

                If Company is contacted by a competitor or customer for fly ash
                or reject ash and the ultimate customer is not on the respective
                list, Purchaser will have 48 hours to exercise its right of
                first refusal before the fly ash or reject ash is sold to the
                customer or competitor or before any fly ash is disposed of or
                before being transferred to silos 13 and 14 as reject ash.

                In the unlikely event that Purchaser does not exercise its first
                right of refusal and fly ash needs to be loaded into others
                trucks or rail cars out of silos 11-14; Purchaser agrees to
                reasonably accommodate this loading and charge Company
                Purchaser's actual loading costs (exclusive of overheads), as
                they relate to this activity.

         4. Equipment at Centralia Plant Site add the following 3.4 and 3.5 to
            section 3 of the Agreement

           3.4  Purchaser will submit a list of equipment annually to Company
                for consideration in Company's budget process. If budget
                requests are justifiable, Company will use best efforts to get
                them approved. Approved capital costs at the Centralia Plant are
                to be at Company's sole expense.

           3.5  Reacting quickly to market conditions is important, and
                therefore, unbudgeted capital equipment items, that Company and
                Purchaser are in agreement with, can be initially paid for by
                Purchaser and Company will true up this expenditure the
                following year with a capital project to reimburse Purchaser.

         5. Maintenance and Operation add the following 4.6 to Section 4 of the
            Agreement.


                                  Page 4 of 9
<PAGE>


         6. Sales Price Sections 5.1, 5.2, 5.4, 5.5 of the Restated Agreement
            shall be deleted in their entirety and replaced with the following:

























                                  Page 5 of 9
<PAGE>
































                                  Page 6 of 9
<PAGE>































         8. Indemnification Section 9 of the Restated Agreement shall be deleted
            in its entirety and is replaced.


                                  Page 7 of 9
<PAGE>

             9.1 Purchaser specifically and expressly agrees to indemnify,
                 defend, and hold harmless Company and its directors, members of
                 Company's Pacific Board, Utah Board, and Wyoming Board,
                 officers, employees and agents (hereinafter collectively
                 "Indemnitees") against and from any and all claims, demands,
                 suits, losses, costs and damages of every kind and description,
                 including attorneys' fees and/or litigation expenses, brought
                 or made against or incurred by any of the Indemnitees resulting
                 from, arising out of, or in any way connected with any act,
                 omission, fault or negligence of Purchaser, its employees,
                 agents, representatives or subcontractors of any tier, their
                 employees, agents or representatives in the performance or
                 nonperformance of Purchaser's obligations under this Agreement
                 or in any way related to this Agreement. The indemnity
                 obligations under this Section shall include without
                 limitation.

                 1.  Loss of or damage to any property of Company, Purchaser or
                     any third party;

                 2.  Bodily or personal injury to, or death of any person(s),
                     including without limitation employees of Company, or of
                     Purchaser or its subcontractors of any tier, and

                 3.  Claims arising out of Workers' Compensation, Unemployment
                     Compensation, or similar such laws or obligations
                     applicable to employees of Purchaser or its subcontractors
                     of any tier.

             9.2 Purchaser's indemnity obligations under this Section for death,
                 bodily injury or property damage (collectively "Damages")
                 caused in part by the negligence of Comapany shall be limited
                 to the extent the Damages arise out of the negligence or
                 willful acts of Purchaser, its employees, agents,
                 representatives or subcontractors of any tier, their employees,
                 agents or representative.

             9.4 For work performed in the State of Washington, and to the
                 extent applicable, Purchaser specifically and expressly, waives
                 any immunity under Industrial Insurance, Title 51, RCW, and
                 acknowledges that this waiver was mutually negotiated by the
                 parties herein.

         9. Exhibit A shall be deleted in its entirety and shall no longer be
            applicable.

         10. Effect of Amendment. Except as otherwise amended by this Amendment
             No. 11, the Agreement remains in full force and effect as amended.


                                  Page 8 of 9
<PAGE>

IN WITNESS HEREOF, this Amendment No. 11 has been executed by the parties and is
effect as of March 1, 1997.

POZZOLANIC NORTHWEST, INC.                    PACIFICORP for itself and as agent
                                              for COMPANYS


By: /s/ Clinton A. Kurtz                       By: /s/ Russell Davidson
   ---------------------------                    -----------------------------
Its: Secretary/Treasurer                       Its: Procurement Manager





                                  Page 9 of 9
<PAGE>

              AGREEMENT FOR FLY ASH; RESTATED CONTRACT NO. 3804-983
                                AMENDMENT NO. 10

THIS AMENDMENT NO. 10 TO "AGREEMENT FOR FLY ASH" is entered into this 26the day
of June 1995.

WHEREAS, the undersigned parties have entered into a Contract dated March 1,
1977, for Sale by OWNERS to POZZOLANIC NORTHWEST, INC., ("Purchaser") of fly ash
produced at Owner's Centralia Steam Electric Generating Plant; and

WHEREAS, the parties desire by this instrument to amend the terms of said
Agreement to reduce the disposing of reject fly ash,

NOW, THEREFORE, the parties do hereby further agree as follows:

         1.  Purchaser shall engineer, construct, and provide all equipment
             necessary to install an auger-unloader for No. 14 Fly Ash Tailings
             Bin, including electrical work, auger and knife gate valve.

         2.  Purchaser shall install the equipment on Company's No. 14 Fly Ash
             Bin located at the Centralia Steam Electric Generating Plant's Fly
             Ash Loading Facility.

         3.  Company will compensate Purchaser for the installation of the recon
             auger loading station for the Firm Lump Suns price of _____________
             __________________________________________________________________.
             Purchaser shall receive payment by deducting the _________________
             from monthly payments to Company for future Fly Ash Sales. The
             amount may be deducted in total or inpart until the Firm Lump Sum
             Amount is satisfied.

         4.  Contractor shall provide itemized accounting for sales of reject
             ash on the monthly sales report for tarcking payback of the cost
             for the recon auger loading station.

         5.  All other terms and conditions of the Agreement shall remain in
             effect.



PURCHASER                                 COMPANY
POZZOLANIC NORTHWEST, INC.                PACIFICORP for itself and as agent for
                                          the Owners of the CENTRALIA
                                          STEAM ELECTRIC GENERATING PLANT


By  /s/ Clinton A. Kurtz                  By /s/ Michael O. Scriners, for
  ----------------------------               ----------------------------------
Name Clinton A. Kurtz                     Name  Zack B. Brewer, Jr.
                                                 (Type or Print)
Title Secretary/Treasurer                 Title Lead Contract Administrator
      8/7, 1995                                      8-9, 1995
-------------------------                  --------------------------------
   Date Executed                                  Date Executed


<PAGE>

                    CENTRALIA STEAM ELECTRIC GENERATING PLANT
                  AGREEMENT FOR FLY ASH: CONTRACT NO. 3804-983

                                 AMENDMENT No. 9



         THIS AMENDMENT NO. 9 to "AGREEMENT FOR FLY ASH" is entered into this
20th day of January, 1992.

         WHEREAS, the undersigned parties have entered into a Contract dated
March 1, 1977 for sale by OWNERS to POZZOLANIC NORTHWEST, INC. ("Purchaser") of
fly ash produced at Owner's Centralia Steam Electric Generating Plant: and

         WHEREAS, the parties desire by this instrument to amend. the terms of
said agreement and to resolve and settle certain concerns arising out of. said
Agreement and incorporate Amendments 1-8 of said Agreement into a Restated
Agreement for clarification of said Agreement,

         NOW, THEREFORE, the parties do hereby further agree as follows:

         1. RESTATED AGREEMENT ASATTACHED.



PURCHASER                                  COMPANY

POZZOLANIC NORTHWEST, INC.                 PACIFICORP ELECTRIC OPERATIONS
                                           for itself and as agent for OWNERS

By /s/ Gerald A. Peabody                   By /s/ Zack B. Brewer, Jr.
  --------------------------                  ---------------------------------
Name Gerald A. Peabody                     Name Zack B. Brewer, Jr.
Title President                            Title Lead Contract Administrator
  20 Jan 1992                                       January 20, 1992
--------------------------                 ------------------------------------
Date Executed                              Date Executed


<PAGE>

                                    RESTATED

                                FLY ASH AGREEMENT

                                     BETWEEN

                         PACIFICORP ELECTRIC OPERATIONS

                                       AND

                           POZZOLANIC NORTHWEST, INC.

                            OF AGREEMENT NO. 3804-983




<PAGE>

                               TABLE OF CONTENTS

RESTATED AGREEMENT                                              PAGE 1

    1.   TERM OF AGREEMENT                                      PAGE 1
    2.   RIGHT TO FLY ASH                                       PAGE 1
    3.   EQUIPMENT AT CENTRALIA PLANT SITE                      PAGE 2
    4.   MAINTENANCE AND OPERATION                              PAGE 3
    5.   SALES PRICE                                            PAGE 4
    6.   CONDUCT OF OPERATIONS                                  PAGE 9
    7.   MINIMUM SALES VOLUME                                   PAGE 10
    8.   DEFAULT-TERMINATION                                    PAGE 13
    9.   INDEMNIFICATION                                        PAGE 13
   10.   WORKERS' COMPENSATION                                  PAGE 14
   11.   INSURANCE                                              PAGE 14
   12.   NOTICES                                                PAGE 16
   13.   ARBITRATION                                            PAGE 16
   14.   UNCONTROLLABLE FORCES                                  PAGE 17
   IS.   ASSIGNMENT                                             PAGE 17
   16.   LITIGATION/APPLICABLE LAW                              PAGE 18
   17.   COMPLETE AGREEMENT                                     PAGE 18
   18.   ADDITIONS                                              PAGE 18
   19.   NONWAIVER                                              PAGE 18
   20.   MWBE/EQUAL EMPLOYMENT OPPORTUNITY
            AGREEMENT AND CERTIFICATION                         PAGE 18
   21.   LIMITATION OF LIABILITY                                PAGE 19
   22.   DAMAGES                                                PAGE 19
   23.   AUDIT                                                  PAGE 19


Attachment A
Exhibit A
Exhibit B
Examples

<PAGE>

                                                 RESTATED AGREEMENT NO. 3804-983


                         PACIFICORP ELECTRIC OPERATIONS
                   CENTRALIA STEAM ELECTRIC GENERATING PLANT
                         RESTATED AGREEMENT FOR FLY ASH


         THIS RESTATED AGREEMENT, hereinafter referred to as "AGREEMENT",
between PACIFICORP ELECTRIC OPERATIONS, ("Company") acting for itself as
operator and as agent for the Owners of the Centralia Steam Electric Generating
Plant, Centralia, Washington, to-wit: PACIFICORP ELECTRIC OPERATIONS, THE
WASHINGTON WATER POWER COMPANY, CITY OF TACOMA DEPARTMENT OF PUBLIC UTILITIES,
PUD NO. 1 OF SNOHOMISH COUNTY, SEATTLE CITY LIGHT, PUGET SOUND POWER & LIGHT
COMPANY, PORTLAND GENERAL ELECTRIC, AND PUD NO. 1 OF GRAYS HARBOR COUNTY
(collectively "Owners"), and POZZOLANIC NORTHWEST, INC., ("Purchaser"),
withnesseth that:

         WHEREAS, the parties have been signatory to an Agreement or Fly Ash
(Agreement No. 3804-983) dated March 1, 1977, with Amendment Nos. 1-8;


         WHEREAS, THE PARTIES AGREE TO THE FOLLOWING FACTS:

         a.       The combustion of coal at the Centralia Plant produces certain
                  residual wastes in the form of ash collected by electrostatic
                  precipitators (herein called "Fly Ash") , Considerable
                  quantities of Fly Ash must be removed and disposed of by
                  pacific at the owner's

         b.       Purchaser has explored the possiblitiy of using or
                  commercially marketing, or both, the Fly Ash at its sole
                  expense. Purchaser desires to .obtain the right, title and
                  interest to those amounts of Fly Ash it may require from time
                  to time for its own use or for delivery to customers that it
                  may develop, together with rights to have installed and
                  maintained certain equipment on the Centralia Plant site for
                  such purpose. Installation arid maintenance of certain
                  equipment is further defined in Article 3, Equipment at
                  Centralia Plant Site and Article 4, Maintenance and Operation.

         WHEREAS, the parties desire to continue their basic from Company Fly A
relationship whereby Purchaser, buys from Ash, reject ash, economizer ash and
cenospheres (herein after referred to as "Fly Ash") produced at owner's
Centralia Steam Electric Generating Plant; and

<PAGE>

                                                 Restated Agreement No. 3804-983



         NOW, THEREFORE, Company and Purchaser do hereby agree as follows:

1. TERM OF AGREEMENT

         1.1      This Agreement shall become effective upon date of its
                  execution by Company, and shall continue uniterrupted with the
                  five consecutive five-year terms as orginally stated in
                  Agreement No. 3804-983, terminating on February 28, 2002,
                  unless earlier termineated in accordance iwth the provisions
                  of this Agreement. Parties agree that Company may, at
                  Company's option, extend the term of the Agreement.

2. RIGHT TO FLY ASH

         2.1      Purchaser, for the price specified in Section 5 to be paid to
                  Company, shall have the exclusive right to store, remove,
                  market for sale, sell and otherewise dispose of any or all Fly
                  Ash it may now or hereafter require, subject tot his
                  Agreement, either acting alone or in conjunction with others;
                  provided, however, that Company may at its own discretion
                  retain any amount of Fly Ash which it may desire, for its own
                  use.

         2.2      Company makes no representation as to the continued
                  availability, nor quantity, of Fly Ash throughout the life of
                  this Agreement, and rights to Fly Ash granted to Purchaser by
                  this Agreement create no obligation on Company to produce Fly
                  Ash at any minimum rate or volume at any time.

         2.3      Company expressly disclaims all warranties and guarantees,
                  whether implied or expressed, including but not limited to
                  warranties of merchantability and fitness for any particalar
                  purpose.

         2.4      Purchaser shall not use Company's or the Owners' name in any
                  manner whatsoever in conjunction with the use or sale of Fly
                  Ash.

3. EQUIPMENT AT CENTRALIA PLANT BITE

         3.1      All existing equipment and facilities currently associated
                  with the Fly Ash. removal, handling or storage process at the
                  Centralia Plant are property of Company, except as listed on
                  Attachment A, "Purchaser's Equipment."

                                       -2-
<PAGE>

                                                 Restated Agreement No- 3804-983


         3.2      To the extent Purchaser's costs associated with Company
                  equipment and.facilities as defined in Section 3.1 have been
                  previously credited to the account of Purchaser such costs
                  will continue to be amortized through Fly Ash . purchases at
                  the rate specified in section 5.

         3.3      Any new equipment or facilities deemed necessary by Purchaser
                  for Purchaser's Fly Ash needs will be submitted in concept to
                  company for approval. If Company concurs, it will so notify
                  Purchaser in writing. Purchaser will then be responsible for
                  the design and engineering, which shall be subject to Company
                  approval, and Company will construct any new equipment or
                  facilities at Company's expense. said .new facilities or
                  equipment shall be property of Company at all times.
                  Reasonable and actual expenses borne by Purchaser under this
                  Paragraph 3.3 shall be reimbursed by Company.

4. MAINTENANCE AND OPERATION

         4.1      Company will be responsible for maintenance of all Fly Ash
                  facilities and equipment at the Centralia Plant Site,
                  including mobile equipment, owned by Company. Purchaser shall
                  be responsible for maintenance of all fly ash facilities and
                  equipment at the plant site including mobile equipment, owned
                  by Purchaser. Each party shall bare the costs of maintaining
                  their own facilities and equipment at plant site.

         4.2      Company will maintain on the plant site an adequate supply of
                  spare parts, filters, lubricants, special tools and heavy
                  equipment for the maintenance of Company's facilities.

         4.3      Company shall respond. (initiate work) to request by Purchaser
                  for emergency maintenance of Company's facilities within 1/2
                  hour during regular Company work hours or within 3 hours
                  during non-regular Company work hours. If Company is unable or
                  does not respond within these time frames, Purchaser shall
                  have the right to take reasonable action to secure parts or
                  have maintenance performed by a Company approved contractor or
                  Company approved purchasers personnel. In such cases, Company
                  shall reimburse Purchaser for Purchaser's actual and
                  reasonable costs of parts and contract services.

                                      -3-
<PAGE>

                                                 Restated Agreement No. 3804-983


         4.4      The hiring and supervision of personnel to provide operation
                  of the facilities and maintenance of purchaser owned equipment
                  shall be the responsibility of Purchaser. The cosh including
                  wages, of providing a staff of competent operators, laboratory
                  supervisors and management personnel shall be borne by
                  Purchaser.

         4.5      Purchases, of Fly Ash will be weighed at the Centralia Plant
                  site or the Centralia storage facility. If these . facilities
                  are not available for whatever reason, each truck load will be
                  supported by a public scale weight verification after each
                  pick-up.

5. SALES PRICE

         5.1      The price Purchaser will pay for the Fly Ash removed from the
                  Centralia Plant site for sale to others shall be 25 percent of
                  the price Purchaser obtains from the sale of Fly Ash to
                  others, after deducting direct transporting costs, (those
                  costs incurred from point of origin to point of destination)
                  provided, however, that in no event shall Purchaser pay in
                  total for all Fly Ash less than the per ton minimum price for
                  the Minimum Sales Volume of Fly Ash as calculated under
                  Paragraph 7.3 below. Any savings resulting from backhauling
                  will be shared with Company in the same manner as the original
                  haul.. "Transporting costs" as used herein are further defined
                  as the total direct costs incurred in delivering the Fly Ash
                  from the plant site to the customer. It includes all rail
                  costs including freight .charges, surcharges and demurrage
                  costs imposed by the railroads including costs of the rail
                  cars. It includes all truck freight charges, surcharges and
                  highway use taxes. Purchaser-owned or leased trucks are
                  charged at the prevailing tariff rate. Transporting costs do
                  not include the cost of plant site personnel, technical
                  representatives, office costs, Purchaser's equipment listed on
                  Attachment A or any other equipment at the Centralia Plant
                  site or Centralia storage facility that may be used for
                  locating rail cars, except to the extent that such costs are
                  associated with the acquisition of an intermediate silo,
                  storage facility, terminal or barging facility.

                  If an intermediate silo, storage facility, terminal barging
                  facility is required or if personnel or equipment is required
                  far these facilities, then these costs including the
                  associated lease and/or acquisition costs for such
                  intermediate facilities and equipment are treated as
                  transporting costs, as they are incurred in

                                      -4-

<PAGE>

                                                 Restated Agreement No. 3804-983

                  delivering the Fly Ash from the plant site to the customer.
                  For the purpose of determining the associated costs of
                  Purchaseracquired intermediate facilities, the acquisition
                  charge shall be calculated using one of the following methods
                  depending upon whether the acquisition is a lease or purchase:

                  (a)      Lease costs shall be costs actually incurred in
                           conjunction with the lease of an intermediate
                           facility for use under this Agreement plus an amount
                           equal to five percent of the lease cost to cover
                           general. and administrative costs associated with the
                           lease. In the event any lease subject to with this
                           provision contains an option to purchase, and m the
                           event of election of said option, the affected asset
                           shall become subject to the provisions of Item (b) of
                           this Paragraph at the time of option election.

                  (b)      The charge for purchase of intermediate facilities
                           shall be calculated using the straight-line
                           amortization method over the useful life. This charge
                           shall terminate after the facility has been fully
                           amortized. Intermediate facilities purchased pursuant
                           to this provision shall be treated as having a useful
                           life not exceeding the remaining term of this
                           Agreement (i.e.; through the fifth 5year contract
                           period); provided, if, at the conclusion of the fifth
                           5-year contract period, a facility shall.have any
                           residual value, Purchaser shall refund to Owners an
                           amount equal to twentyfive percent (25%) of the
                           residual value. The refund shall consist of payment
                           of twenty-five percent (25%) of the residual value
                           after deduction of all facility costs subject to
                           amortization under this Paragraph but which have not
                           previously been . deducted from the price paid
                           Company by reason of the Minimum Sale Price
                           requirement as set forth in Paragraph 5.2.

                           The value of the land will not be included in
                           determining residual value under this Paragraph
                           5.1.b.

                           In the event of any dispute concerning the residual
                           value, the parties will attempt to resolve the matter
                           through assistance of an independent appraiser prior
                           to any arbitration.

                                      -5-
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                                                 Restated Agreement No. 3804-983

                           The basis for amortizaiton shall be actual cost
                           including interest calculated as described below
                           (Owner's pro rata share of costs in the event a
                           facility is used for purposes in addition ot the sale
                           of Centralia Plant Fly Ash under this Agreement) less
                           any applicable investment tax credits realized by
                           Purchaser. To the extent that Purchaser employs
                           borrowed funds for the acquisition of any facility or
                           refinances previous rate shall be equal to the actual
                           interest rate charged to Purchaser to borrow such
                           funds. However, interest on borrowed funds shall not
                           exceed a commercially reasonable rate. To the extent
                           that Purchaser finances the acquisition of any
                           facility with its own funds, the imputed interest
                           rate shall be equal to the yield on a U.S. Treasury
                           Bond maturing in February 2002, as reported in The
                           Wall Street Journal on the date of asset acquisition.
                           The imputed interest reate shall be applied to the
                           declining loan balance of the asset using the
                           interest method (re: APB Opinion No. 21, 169.108,
                           Amortization of Discount and Premium) and shall be
                           adjusted in three-year intervals to reflect
                           fluctuations inthe above-described Treasury Bond
                           yield rate.

                           For the purposes of this Paragraph, the actual cost
                           of facilities shall include general and
                           administrative costs equal to five percent of asset
                           acquisition costs.

                  (c)      The allowable cost of Purchaser-owned land shall be
                           equal to an annually determined, commercially
                           reasonable lease rate as agreed to by the parties for
                           that portion of the land devoted to the sale and
                           handling of Centralia Fly Ash.

                           In the event of any dispute concerning such rate,
                           the parties will attempt to resolve the matter
                           through assistance of an independent appraiser prior
                           to any arbitration.


         Title to and risk of loss for intermediate facilities shall remain with
         Pozzolanic throughout the term of this Agreement. In no event shall
         Company's reimbursement of acquisition costs or any subsequent refund
         of residual value act to transfer any portion of title, risk of loss or
         liability for said facilities to Company.

                                       -6-
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                                                 Restated Agreement No. 3804-983

                  This Paragraph 5 shall be effective commencing with original
                  Agreement Year 6 (i.e.; commencing March 1, 1982).

         5.2










         5.3      Purchaser shall keep and maintain complete and accurate books
                  of account showing all removal of Fly Ash from the Centralia
                  Plant site and the price to be paid for that Fly Ash, which
                  books of account shall be made available to Company upon
                  request. Purchaser, within forty-five

                                      -7-
<PAGE>

                                                 Restated Agreement No. 3804-983


                  days after the last day of each month, shall provide Company
                  with a statement reflecting the Fly Ash removed during said
                  month, sold during said month, the price to be paid for Fly
                  Ash sold, a reasonable estimate of Fly Ash unsold in storage,
                  and all sums due under this Agreement. A reconciliation will
                  also be included, to reflect the total amount of any
                  construction costs and the dollar offset of Fly Ash received
                  by Purchaser during that period. When monies are due, a check
                  made out to Company, will accompany this statement. Purchaser
                  shall true up to actual cost any amounts reflected in these
                  statements which were based on reasonable estimates. The true
                  up may be on a calendar year or contract year at Purchaser's
                  discretion. Company shall have the right to dispute that
                  statement and subject that dispute to arbitration pursuant to
                  Section 13 of this Agreement.

         5.4      Reject Fly Ash from the Centralia Plant is subject to all the
                  terms and conditions of the Agreement, with the exception of
                  paragraph 5.1 and 5.2 which set forth the formula for payment
                  by Purchaser to Company for Fly Ash sales and Section 7 in its
                  entirety, which deals with minimum sales volume.

         5.5      Purchaser shall pay Company for all reject Fly Ash removed by
                  Purchaser from the Centralia Plant site for sale to others an
                  amount equal to twenty-five percent (25%) of the price
                  Purchaser obtains from the sale of said Fly Ash to others,
                  after deducting transporting costs (as defined in Article 5,
                  Sales Price 5.1).

         5.6      Purchaser, by the first of each month, will provide Company
                  with the following month's estimated daily quantities of Fly
                  Ash to be removed from the Centralia Plant site.

         5.7      In the event that any sales or use tax is applicable to this
                  Agreement, such tax shall be added to the price and paid by
                  Purchaser.

         5.8      Purchaser agrees that if payment for any Fly Ash purchased is
                  not rendered to Company within 30 days of receipt of invoice,
                  this Agreement may be terminated.

                                      -8-
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                                                 Restated Agreement No. 3804-983

6. CONDUCT OF OPERATIONS

         6.1      Purchaser agrees that in exercising its rights under this
                  Agreement, its contractors, employees, or other agents, will
                  observe any and all safety and operating rules and orders in
                  force at the Centralia Plant, maintain good housekeeping in
                  the working area and comply with all applicable environmental,
                  safety and other laws and regulations.

         6.2      Purchaser shall exercise its rights under this Agreement in a
                  manner that permits adequate access at all times by Owners to
                  all structures located on the Centralia Plant site as those
                  structures may from time to time exist, and to permit free and
                  unrestricted movement of Owners' materials and equipment
                  thereon as may be required by them, or any of them, and
                  Purchaser shall use trucks, equipment and work procedures for
                  hauling and loading the Fly Ash designed to prevent spillage
                  and shall confine its hauling activities to such entry and
                  exit routes and portals as may be directed by Company.

         6.3      The rights of Purchaser under this Agreement are subject to
                  the rights of Owners, their successors and assigns, to
                  construct, maintain, use, operate, alter, add to, repair,
                  replace, reconstruct and/or remove in, on, over, along, under,
                  through and across the Centralia Plant site, electric
                  generation and related facilities, electric transmission and
                  distribution lines and telephone lines, together with
                  supporting structures and appurtenances, for conveying
                  electric energy for light, heat, power arid telephone purposes
                  and pipelines and appurtenances for the transportation of oil,
                  petroleum, gas, coal, water or other substances, and conduits,
                  building or structures for any and all purposes.

         6.4      Purchaser agrees that it will not divulge to third parties,
                  without the written consent of Company, any information
                  obtained from or through Company in connection with the
                  performance of this Agreement at the Centralia Plant.

         6.5      Purchaser is an independent contractor and persons employed by
                  Purchaser in connection herewith shall be employees of
                  Purchaser and not employees of Company in any respect.

                                      -9-
<PAGE>

                                                 Restated Agreement No. 3804-983


         6.6      Purchaser shall perform the work at the Centralia Plant in
                  accordance with its own methods in an orderly and workmanlike
                  manner, enforce strict discipline and order among its
                  employees, and shall not employ on the work any unfit person
                  or anyone unskilled in the work assigned to him.

         6.7      Purchaser shall not, without receiving the written approval of
                  Company, conduct any transaction with regard to Centralia Fly
                  Ash, with any subsidiary or other related entity or party
                  during the remaining term of the Agreement.

7. MINIMUM SALES VOLUME

         7.1



         7.2



         7.3



                                      -10-
<PAGE>

























                                      -11-
<PAGE>






























         7.4




                                      -12-
<PAGE>

         7.5

8.       DEFAULT-TERMINATION

         If Purchaser fails or refuses to comply with and perform any of the
         terms and covenants on its part in this Agreement within thirty (30)
         days after Company has given Purchaser written notice of such refusal
         or failure, the rights granted under this Agreement shall cease at the
         option of Company and this Agreement shall terminate.

9.       INDEMNIFICATION

         Purchaser specifically and expressly agrees to indemnify, defend and
         hold harmless Owners and their directors, members of Company's Pacific
         Board and Utah Power Board, officers, employees and agents (hereinafter
         collectively "indemnitees") from any and all claims, demands, suits,
         losses, costs and damages of every kind and description, including
         attorneys' fees, brought or made against or incurred by any of the
         indemnitees resulting from, arising out of, or in any way

                                      -13-
<PAGE>

                                                 Restated Agreement No. 3804-983

         connected with any act, omission, fault or negligence of Purchaser, its
         employees, agents, representatives or subcontractors of any tier, their
         employees, agents or representatives in the performance or
         nonperformance of Purchaser's obligations under this Agreement or in
         any way related to this Agreement, including the sale of Fly Ash by
         Purchaser or the use of Fly Ash by Purchaser in it own operations. The
         indemnity obligations under this article shall include with limitation
         i) loss of or damage to any property of Owners, Purchaser or any third
         party; ii) injury, bodily or personal, to or death of any person(s),
         including without limitation employees of Owners, Purchaser or
         Purchaser's subcontractors of any tier; and iii) claims arising out of
         Workers' Compensation, Unemployment Compensation or similar such laws
         or obligations applicable to employees of Purchaser or its
         subcontractors of any tier. Purchaser's indemnity obligation under this
         article shall not extend to any liability caused by the negligence of
         any of the indemnitees. Where both Purchaser (including its employees,
         agents or representatives) and indemnitees are liable for the same
         injury, harm or damage to person or property or same wrongful death,
         Purchaser and indemnitees shall share the liability based on the
         relative degree of fault of each.

         To the extent applicable, Purchaser specifically and expressly waives
         any immunity under Industrial Insurance, Title 51 RCW and acknowledges
         that this waiver was mutually negotiated by the parties hereto.

10.      WORKERS' COMPENSATION

         Purchaser shall comply with all applicable Workers' Compensation Acts
         in the states having jurisdiction and shall furnish proof thereof
         satisfactory to Company upon request.

11.      INSURANCE

         11.1     Without limiting any liabilities or any other obligations of
                  Purchaser, Purchaser shall secure and continuously carry with
                  insurers acceptable to Company the following insurance
                  coverage:

                  Employers Liability insurance with a minimum limit of
                  $500,000.

                  Commercial General Liability insurance with a minimum single
                  limit of $1,000,000. The coverage shall include:

                  *   Bodily Injury and Property Damage Liability,
                  *   Contractual Liability,

                                      -14-
<PAGE>

                                                 Restated Agreement No. 3804-983


                  to protect against and from all loss by reason of injury to
                  persons or damage to property, including Purchaser's own
                  workers and all third persons, and property of Owners and all
                  third parties based upon and arising out of Purchaser's
                  operations hereunder, including the operations of its
                  subcontractors of any tier.

                  Business Automobile Liability insurance with a minimum single
                  limit of $1,000,000 for bodily injury and property damage with
                  respect to Purchaser's vehicles whether owned, hired or
                  non-owned, assigned to or used in the performance of the work.

         11.2     Except for Employers Liability insurance, the policies
                  required herein shall include i) provisions or endorsements
                  naming Owners, members of Company's Pacific Power Board and
                  Utah Power Board, their directors, officers and employees as
                  additional insureds, and ii) a cross-liability and
                  severability of interest clause.

         11.3     All policies required by this Agreement shall include
                  provisions that such insurance is primary insurance with
                  respect to the interests of Owners and that any other
                  insurance maintained by Owners is excess and not contributory
                  insurance with the insurance required hereunder, and
                  provisions that such policies shall not be cancelled or their
                  limits of liability reduced without i) ten (10) days prior
                  written notice to Company if cancelled for nonpayment of
                  premium, or ii) thirty (30) days prior written notice to
                  Company if cancelled for any reason. A certificate in a form
                  satisfactory to Company certifying to the issuance of such
                  insurance, shall be furnished to Company. For all commercial
                  general liability coverage written on a "claims-made" basis,
                  the certificate shall also identify the retroactive date(s)
                  and all laser endorsements, if any. If requested by Company, a
                  copy of each insurance policy, certified as a true copy by an
                  authorized representative of the issuing insurance company,
                  shall be furnished to Company.

         11.4     Company shall be notified by Purchaser of any commercial
                  general liability policies maintained hereunder and written on
                  a "claims-made" form. Such insurance policies written on a
                  "claims-made" basis shall be maintained by Purchaser for a
                  minimum period of five (5) years after the completion of this
                  Agreement and Company may, at its discretion, require
                  Purchaser, at Purchaser's sole expense, to institute other
                  measures to guarantee future coverage for claims as
                  contemplated by this Agreement.

                                      -15-
<PAGE>

                                                 Restated Agreement No. 3804-983


         11.5     It is understood that the cost of insurance provided by
                  Purchaser hereunder is borne by Purchaser, and Company in
                  reliance thereon, will not otherwise secure insurance for the
                  protection of the indemnitor as may otherwise be required by
                  statute to render enforceable Purchaser's, indemnity herein.

12.      NOTICES

         12.1     Any formal notice, demand or request provided for in this
                  Agreement shall be in writing and shall be deemed properly
                  served, given or made if delivered in person, or sent by
                  either registered or certified mail, postage prepaid or
                  prepaid telegram, to the persons specified below:

                           PacifiCorp Electric Operations
                           Centralia Steam Electric Operations
                           Attention:  Lead Contract Administrator
                           913 Big Hanaford Rd.
                           Centralia, Washington 98531

                           Pozzolanic Northwest, Inc.
                           Attention:  President
                           7525 S.E. 24th Street
                           Mercer Island, WA 98040

         12.2     The names and addresses set forth in Section 12.1 may be
                  changed by notice given as provided in this Section 12.

13.      ARBITRATION

         Arbitration under this Agreement shall be governed by the following
         procedures: The party demanding arbitration shall give notice in
         writing of such demand to the other party. The parties shall meet
         within ten (10) days thereafter to select an arbitrator by mutual
         agreement. The arbitrator shall be an individual having demonstrated
         expertise in the field of the matter or item to be arbitrated. If the
         parties cannot agree upon an arbitrator, the Chief Judge of the United
         States District Court of the District of Oregon, or such tribunal as
         may at the time be the successor of such court, may, upon request of a
         party, appoint an arbitrator. If, pending any arbitration under this
         Agreement, the arbitrator or successor substitute arbitrator shall die
         or for any reason be unable or

                                      -16-
<PAGE>

                                                 Restated Agreement No. 3804-983


         unwilling to act, his successor shall be appointed as he was appointed
         and such successor or substitute arbitrator, as to all matters then
         pending, shall act the same as if he had been originally appointed as
         an arbitrator. The award of the arbitrator so chosen shall be final as
         to the parties of this Agreement. The parties shall each bear the
         expense of preparing its own case, and the expense of the arbitrator,
         including the expense of any technical studies required by the
         arbitrator, shall be equally apportioned between the parties.

14.      UNCONTROLLABLE FORCES

         14.1     A party shall not be considered in default in respect to any
                  obligation under this Agreement if prevented from fulfilling
                  that obligation by reason of scheduled or unscheduled plant
                  shutdowns which result in reduced availability of Fly Ash; nor
                  by reason of uncontrollable forces, the term "uncontrollable
                  forces" being deemed for purpose of this Agreement to be any
                  cause beyond the control of the party affected, including, but
                  not limited to, flood, earthquake, storm, lightning, fire,
                  epidemic, war, riot, civil disturbance, labor disturbance,
                  sabotage, proceeding by court or public authority or act or
                  failure to act by court or public authority which
                  uncontrollable forces, by exercise by due diligence and
                  foresight, such party could not have reasonably expected to
                  avoid. A party rendered unable to fulfill any obligation by
                  reason of uncontrollable forces shall exercise due diligence
                  to remove such inability with all reasonable dispatch.

         14.2     In addition, a party shall not be considered in default if the
                  Fly Ash or any portion thereof becomes unusable because of any
                  one or more of the following: The addition of detrimental
                  precipitation aids; enactment of governmental laws regarding
                  the handling and use of hazardous waste; facility access
                  problems or other unforeseen actions that could reasonably
                  deter the use of Fly Ash in concrete.

15.      ASSIGNMENT

         This Agreement shall be binding upon the parties to it, their
         successors and assigns, provided Purchaser may not assign its right
         under this Agreement without prior written approval of Company and any
         unauthorized assignment shall be void.

                                      -17-
<PAGE>

                                                 Restated Agreement No. 3804-983


16.      LITIGATION/APPLICABLE LAW

         16.1     If litigation is brought arising out of this Agreement, the
                  losing party shall reimburse the prevailing party for court
                  costs and attorneys' fees as determined by the court,
                  including costs and fees on appeal.

         16.2     This Agreement shall be governed by the laws of the State of
                  OREGON.

17.      COMPLETE AGREEMENT

         This Agreement and any referenced attachments constitute the complete
         agreement between the parties. It is subject to change only by an
         instrument in writing, prepared and signed by Company and accepted by
         Purchaser.

18.      ADDITIONS

         Exhibit A, Schedule of Prices, is an integral part of this Agreement;
         Exhibit B, Pozzolanic Marketing Program, attached hereto and
         incorporated herein, is for the purpose of demonstrating Purchaser's
         marketing plan as the basis for this Agreement and to be used in
         construing the parties's obligations hereunder, including any additions
         or deletions on Pages 5 and 9 of Exhibit B by Company.

19.      NONWAIVER

         The failure of Company to insist upon or enforce, in any instance,
         strict performance by Purchaser of any of the terms of this Agreement
         or to exercise any right herein conferred shall not be construed as a
         waiver or relinquishment to any extent of its right to assert or rely
         upon such terms or rights on any future occasion.

20.      MWBE/EQUAL EMPLOYMENT OPPORTUNITY AGREEMENT AND CERTIFICATE

         The attached PacifiCorp Electric Operations form No. 2421, entitled "
         Minority and Women Business Enterprise/Equal Opportunity Compliance
         Certificate," is hereby made a part of this Agreement. The Purchaser
         shall certify compliance by appropriate execution hereof and agrees to
         continue such compliance during the life of this Agreement. For
         purposes of this Agreement, the term "SUPPLIER/CONTRACTOR" used in such
         form shall mean Purchaser and the term "COMPANY" shall mean Company.

                                      -18-
<PAGE>

                                                 Restated Agreement No. 3804-983


21.      LIMITATION OF LIABILITY

         In no event shall Company be liable for any consequential damages or
         lost profits, whether in tort, contract, strict liability or otherwise,
         except that in the event Company is found to be liable for breach of
         the Agreement, Purchaser may receive any actual lost profits directly
         resulting from the breach for a two-year period after the date of
         breach.

22.      DAMAGES

         No remedies provided herein for Company upon Purchaser's default shall
         limit Company to such specified remedies and Company shall be entitled
         to all remedies provided by law.

23.      AUDIT

         Purchaser will permit Company to examine all records relevant to the
         computation of amounts due. Company may examine records during normal
         business hours. Company shall be allowed to reproduce, at its own
         expense, all or any part of said records which it deems necessary to
         verify the computation of those amounts. These records shall include
         but are not limited to ledgers, and supporting schedules. If it is
         determined by Company's audit of Purchaser's records that a discrepancy
         exists between amounts paid and amounts owed, the party owing will pay
         the party owed the appropriate amount within thirty (30) calendar days
         after announcement of Company of its findings. - Purchaser shall have
         the right to dispute Company's findings and subject that dispute to
         arbitration pursuant to Section 13 of this Agreement. This right to
         audit shall exist during the term of the Agreement and survive for five
         (5) years after each year of the Agreement.

                                      -19-