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                                                                    EXHIBIT 10.4





                                     FORM OF

                 TECHNOLOGY AND INTELLECTUAL PROPERTY OWNERSHIP

                                       AND

                                LICENSE AGREEMENT

                                     BETWEEN

                              THE SOUTHERN COMPANY

                                       AND

                              SOUTHERN ENERGY, INC.









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               TECHNOLOGY AND INTELLECTUAL PROPERTY OWNERSHIP AND
                                LICENSE AGREEMENT

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 Page

<S>                                                                             <C>
ARTICLE I DEFINITIONS..............................................................1
1.1 AFFILIATED COMPANY.............................................................1
1.2 ALLOCATED PATENT ASSETS DATABASE...............................................1
1.3 ASSIGNED PATENTS...............................................................1
1.4 COPYRIGHTS.....................................................................2
1.5 CORPORATE IDENTITY MATERIALS...................................................2
1.6 DATABASE RIGHTS................................................................2
1.7 DISTRIBUTION DATE..............................................................2
1.8 FIRST EFFECTIVE FILING DATE....................................................2
1.9 IMPROVEMENTS...................................................................3
1.10 INVENTION DISCLOSURE..........................................................3
1.11 LICENSED MARKS................................................................3
1.12 LICENSED SOUTHERN ENERGY TECHNOLOGY...........................................3
1.13 LICENSED Southern TECHNOLOGY..................................................3
1.14 MARK..........................................................................4
1.15 MASTER SEPARATION AGREEMENT...................................................4
1.16 PATENTS.......................................................................4
1.17 PERSON........................................................................4
1.18 SELL..........................................................................4
1.19 SEPARATION DATE...............................................................4
1.20 SOUTHERN ENERGY SERVICES......................................................4
1.21 SOUTHERN ENERGY OWNED TECHNOLOGY..............................................4
1.22 SOUTHERN  PATENTS.............................................................5
1.23 SOUTHERN SERVICES.............................................................5
1.24 SUBLICENSED SOUTHERN ENERGY TECHNOLOGY........................................5
1.25 SUBLICENSED SOUTHERN TECHNOLOGY...............................................5
1.26 SUBSIDIARY....................................................................5
1.27 TECHNOLOGY....................................................................5
1.28 THIRD PARTY...................................................................6
1.29 TRADEMARK USAGE GUIDELINES....................................................6

ARTICLE II TECHNOLOGY..............................................................6
2.1 ASSIGNMENT.....................................................................6
2.2 PRIOR GRANTS...................................................................6
2.3 ASSIGNMENT DISCLAIMER..........................................................6
2.4 LICENSE TO Southern............................................................7
2.5 LICENSE TO SOUTHERN ENERGY.....................................................8
2.6 IDENTIFICATION OF LICENSED TECHNOLOGY..........................................9
2.7 IMPROVEMENTS...................................................................9
2.8 DURATION OF SUBLICENSES TO SUBSIDIARIES AND AFFILIATED COMPANIES...............9
2.9 NO PATENT LICENSES............................................................10
2.10 THIRD PARTY TECHNOLOGY.......................................................10
2.11 TERMINATION..................................................................10
   2.11.1 VOLUNTARY TERMINATION...................................................10
   2.11.2 SURVIVAL................................................................10
   2.11.3 NO OTHER TERMINATION....................................................10
</TABLE>


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<TABLE>
<S>                                                                               <C>
ARTICLE III TRADEMARKS............................................................10
3.1 ASSIGNMENT OF SOUTHERN ENERGY BUSINESS MARKS..................................10
3.2 LICENSE GRANT.................................................................11
3.3 LICENSE RESTRICTIONS..........................................................11
3.4 LICENSEE UNDERTAKINGS.........................................................11
3.5 NON-TRADEMARK USE.............................................................12
3.6 RESERVATION OF RIGHTS.........................................................12
3.7 SUBLICENSES...................................................................12
3.8 ENFORCEMENT OF AGREEMENTS.....................................................12
3.9 ROYALTIES.....................................................................13
3.10 TRADEMARK USAGE GUIDELINES...................................................13
3.11 OWNERSHIP AND RIGHTS.........................................................13
3.12 PROTECTION OF MARKS..........................................................13
3.13 SIMILAR MARKS................................................................13
3.14  INFRINGEMENT PROCEEDINGS....................................................14
3.15 TERMINATION..................................................................14

ARTICLE IV PATENTS................................................................14
4.1 ASSIGNED PATENTS..............................................................14
4.2 LICENSE GRANTS TO SOUTHERN....................................................14
4.3 LICENSE GRANTS TO SOUTHERN ENERGY.............................................14
4.4 IDENTIFICATION OF LICENSED PATENTS............................................15
4.5 SUBLICENSE RIGHTS.............................................................15
4.6 DURATION......................................................................15
4.7 ROYALTIES.....................................................................15
4.8 PATENT APPLICATIONS AND INVENTION DISCLOSURES.................................15
4.9 ADDITIONAL OBLIGATIONS WITH REGARD TO SOUTHERN  PATENTS.......................15
4.10 DEFENSIVE PROTECTION MEASURES................................................16
4.11 STANDARDS BODIES.............................................................16
4.12 ASSIGNMENT OF PATENTS........................................................16
4.13 RESPONSE TO REQUESTS.........................................................16
4.14 RECORDATION OF LICENSES......................................................16

ARTICLE V CONFIDENTIALITY.........................................................17

ARTICLE VI DISPUTE RESOLUTION.....................................................17

ARTICLE VII LIMITATION OF LIABILITY...............................................18

ARTICLE VIII MISCELLANEOUS PROVISIONS.............................................18
8.1 DISCLAIMER....................................................................18
8.2 NO IMPLIED LICENSES...........................................................19
8.3 INFRINGEMENT SUITS............................................................19
8.4 NO OTHER OBLIGATIONS..........................................................19
8.5 ENTIRE AGREEMENT..............................................................19
8.6 GOVERNING LAW.................................................................19
8.7 DESCRIPTIVE HEADINGS..........................................................19
8.8 NOTICES.......................................................................19
8.9 NONASSIGNABILITY..............................................................20
8.10 SEVERABILITY.................................................................20
</TABLE>


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<TABLE>
<S>                                                                               <C>
8.11 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.........................21
8.12 AMENDMENT.....................................................................21
8.13 COUNTERPARTS..................................................................21
8.14 GOVERNMENTAL APPROVAL.........................................................21
</TABLE>






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           TECHNOLOGY AND INTELLECTUAL PROPERTY OWNERSHIP AND LICENSE
                                    AGREEMENT


         This Technology and Intellectual Property Ownership and License
Agreement (the "Agreement") dated [JULY 1, 2000] (the "Effective Date"), between
The Southern Company, a Delaware corporation ("Southern"), having an office at
270 Peachtree Street, N.W., Atlanta, Georgia 30303, and Southern Energy, Inc., a
Delaware corporation ("Southern Energy"), having an office at 900 Ashwood
Parkway, Suite 500, Atlanta, Georgia 30338-4780.

         WHEREAS, the Board of Directors of Southern has determined that it is
in the best interest of Southern and its stockholders to separate Southern's
existing businesses into two independent businesses;

         WHEREAS, as part of the foregoing, Southern and Southern Energy have
entered into a Master Separation Agreement (as defined below), which provides,
among other things, the initial public offering of Southern Energy stock, the
distribution of such stock and the execution and delivery of certain other
agreements in order to facilitate and provide for the foregoing; and

         WHEREAS, also as part of the foregoing, Southern and Southern Energy
desire to resolve and assign ownership of certain technology and intellectual
property and each party desires to license to the other party certain of its
technology and intellectual property.

         NOW, THEREFORE, in consideration of the mutual promises of the parties,
and of good and valuable consideration, it is agreed by and between the parties
as follows:



                                    ARTICLE I

                                   DEFINITIONS


For the purpose of this Agreement the following capitalized terms are defined in
this Article I and shall have the meaning specified herein:


         1.1      AFFILIATED COMPANY. "Affiliated Company" shall have the same
meaning as defined in the Master Separation Agreement.

         1.2      ALLOCATED PATENT ASSETS DATABASE. "Allocated Patent Assets
Database" means the Allocated Patent Assets Database as set forth on the
attached Exhibit A, as it may be updated by the parties upon mutual agreement
from time to time to add Patents, patent applications and Invention Disclosures.

         1.3      ASSIGNED PATENTS. "Assigned Patents" means only those;

                  (a)    Patents, patent applications and Invention Disclosures
allocated to Southern Energy in the Allocated Patent Assets Database;

                  (a)    Patent applications filed on the foregoing Invention
Disclosures described in Section (a);


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                  (b)    continuations, continuations-in-part, divisions and
substitutions of any of the foregoing Patent applications described in Sections
(a) and (b);

                  (c)    Patents which may issue on any of the foregoing Patent
applications described in Sections (a)-(c);

                  (d)    renewals, reissues, reexaminations and extensions of
the foregoing Patents described in Sections (a) and (d); and

                  (e)    foreign Patent applications and Patents that are
counterparts of any of the foregoing Patent applications or Patents described in
Sections (a)-(e), including any Patent application or Patent to the extent that
it claims priority from any of the foregoing Patent applications or Patents
described in Sections (a)-(e); but

                  (f)    excluding from any Patent or Patent application
described in Sections (c)-(f) any claim (i) directed to subject matter that
does not appear in any Patent application having a First Effective Filing Date
prior to the Separation Date and (ii) of which neither Southern Energy nor any
person having a legal duty to assign his/her interest therein to Southern Energy
is entitled to be named as an inventor.

         1.4      COPYRIGHTS. "Copyrights" mean collectively (i) any copyright
in any original works of authorship fixed in any tangible medium of expression
as set forth in 17 U.S.C. Section 101 et seq., whether registered or
unregistered, including any applications for registration thereof, (ii) any
corresponding foreign copyrights under the laws of any jurisdiction, in each
case, whether registered or unregistered, and any applications for registration
thereof, and (iii) moral, common law or other rights in creative works however
vested under the laws of any jurisdiction.

         1.5      CORPORATE IDENTITY MATERIALS. "Corporate Identity Materials"
means materials that are not products or product-related and that Southern
Energy may now or hereafter use to communicate its identity, including, by way
of example and without limitation, business cards, letterhead, stationery, paper
stock and other supplies, signage on real property, buildings, fleet and
uniforms.

         1.6      DATABASE RIGHTS. "Database Rights" means any rights in
databases under the laws of the United States or any other jurisdiction, whether
registered or unregistered, and any applications for registration thereof. As
used in this Agreement, Database Rights shall not include any databases needed
to provide the Services provided for in the Master Services Agreement, and the
Ancillary Agreements as provided therein.

         1.7      DISTRIBUTION DATE. "Distribution Date" shall have the meaning
set forth in the Master Separation and Distribution Agreement.

         1.8      FIRST EFFECTIVE FILING DATE. "First Effective Filing Date"
means the earliest effective filing date in the particular country for any
Patent or any application for any Patent. By way of example, it is understood
that the First Effective Filing Date for a United


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States Patent is the earlier of (i) the actual filing date of the United States
Patent application which issued into such Patent, (ii) the priority date under
35 U.S.C. Section 119 for such Patent, or (iii) the priority date under 35
U.S.C. Section 120 for such Patent.

         1.9      IMPROVEMENTS. "Improvements" to Technology means (i) with
respect to Copyrights, any modifications, derivative works, and translations of
works of authorship, (ii) with respect to Database Rights, any database that is
created by extraction or re-utilization of another database, and (iii) with
respect to trade secrets and other intellectual property rights included within
the definition of Technology and not covered by Sections (i) - (ii) herein, any
improvements of Technology. For the purposes of clarification, an item of
Technology will be deemed to be an Improvement of another item of Technology
only if it is actually derived from such other item of Technology and not merely
because it may have the same or similar functionality or use as such other item
of Technology.

         1.10     INVENTION DISCLOSURE. "Invention Disclosure" means a
disclosure of an invention (i) written for the purpose of allowing legal and
business people to determine whether to file a Patent application with respect
to such invention and (ii) recorded with a control number in the owning party's
records.

         1.11     LICENSED MARKS. "Licensed Marks" means the Marks set forth on
Exhibit B hereto as mutually amended by the parties hereto from time to time.

         1.12     LICENSED SOUTHERN ENERGY TECHNOLOGY. "Licensed Southern Energy
Technology" means, specifically including without limitation as listed on
Exhibit C as mutually amended by the parties hereto from time to time pursuant
to the procedure set forth in Article II herein, any Technology:

                  (a)    which, as of the Separation Date, Southern Energy or
any Subsidiary or Affiliated Company of Southern Energy (i) owns or controls or
(ii) otherwise has the right to grant any licenses of the type and on the terms
herein granted to Southern without the obligation to pay royalties or other
consideration to Third Parties;

                  (b)    which is in the possession of Southern or its
Subsidiaries or Affiliated Companies as of the Separation Date and necessary to
the ongoing business operation of Southern; and

                  (c)    the competitive harm to Southern Energy resulting from
the license granted in Article II herein does not greatly outweigh the benefit
to Southern resulting from the license.

         1.13     LICENSED SOUTHERN TECHNOLOGY. "Licensed Southern Technology"
means, specifically including without limitation as listed on Exhibit D as
mutually amended by the parties from time to time pursuant to the procedure set
forth in Article II herein, any Technology:

                  (a)    which, as of the Separation Date, Southern or any
Subsidiary or Affiliated Company of Southern (i) owns or controls or (ii)
otherwise has the right to grant any licenses of


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the type and on the terms herein granted to Southern Energy without the
obligation to pay royalties or other consideration to Third Parties;

                  (b)    which is in the possession of Southern Energy, its
Subsidiaries or Affiliated Companies as of the Separation Date and necessary
to the ongoing business operation of Southern Energy; and

                  (c)    the competitive harm to Southern resulting from the
license to Southern Energy granted in Article II herein, does not greatly
outweigh the benefit to Southern Energy resulting from the license.

         1.14     MARK. "Mark" means any trademark, service mark, trade name,
and the like, or other word, name, symbol or device, or any combination thereof,
used or intended to be used by a Person to identify and distinguish the products
or services of that Person from the products or services of others and to
indicate the source of such goods or services, including without limitation all
registrations and applications therefor throughout the world and all common law
and other rights therein throughout the world.

         1.15     MASTER SEPARATION AGREEMENT. "Master Separation Agreement"
means the Master Separation and Distribution Agreement between the parties
executed simultaneously herewith.

         1.16     PATENTS. "Patents" means patents, utility models, design
patents, design registrations, certificates of invention and other governmental
grants for the protection of inventions or industrial designs anywhere in the
world and all reissues, renewals, re-examinations and extensions of any of the
foregoing.

         1.17     PERSON. "Person" means an individual, a partnership, a
corporation, a limited liability company, an association, a joint stock company,
a trust, a joint venture, an unincorporated organization, and a governmental
entity or any department, agency or political subdivision thereof.

         1.18     SELL. To "Sell" a product means to sell, transfer, lease or
otherwise dispose of a product. "Sale" and "Sold" have the corollary meanings
ascribed thereto.

         1.19     SEPARATION DATE. "Separation Date" shall have the same meaning
as used in the Master Separation Agreement.

         1.20     SOUTHERN ENERGY SERVICES. "Southern Energy Services" means any
and all services which Southern Energy or any of its Subsidiaries or Affiliated
Companies provide as of the Separation Date.

         1.21     SOUTHERN ENERGY OWNED TECHNOLOGY. "Southern Energy Owned
Technology" means as listed on Exhibit E (i) all Technology developed solely by
Southern Energy, its Subsidiaries or its subcontractors for Southern Energy or
its Subsidiaries, (ii) all Technology for which the direct costs were solely
paid by Southern Energy.


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         1.22     SOUTHERN PATENTS. "Southern Patents" mean the Patents:

                  (a)    identified on the Allocated Patent Assets Database as
owned by Southern and licensed to Southern Energy; and

                  (b)    which are in the possession of Southern Energy, its
Subsidiaries or Affiliated Companies as of the Separation Date and necessary to
the ongoing business operation of Southern Energy; and

                  (c)    the competitive harm to Southern resulting from the
license to Southern Energy granted in Article IV herein, does not greatly
outweigh the benefit to Southern Energy resulting from the license.

         1.23     SOUTHERN SERVICES. "Southern Services" means any and all
services and products which Southern or any of its Subsidiaries or Affiliated
Companies provide as of the Separation Date.

         1.24     SUBLICENSED SOUTHERN ENERGY TECHNOLOGY. "Sublicensed Southern
Energy Technology" means, specifically including, without limitation, the
Technology set forth on Exhibit F as mutually amended from time to time, any
Technology:

                  (a)    which as of the Separation Date, Southern Energy or any
Subsidiary or Affiliated Company of Southern Energy (i) is licensed to use
pursuant to a license agreement from any Third Party Person; and

                  (b)    which is in the possession of Southern, its
Subsidiaries or Affiliated Companies as of the Separation Date.

         1.25     SUBLICENSED SOUTHERN TECHNOLOGY. "Sublicensed Southern
Technology" means, specifically including without limitation, the Technology set
forth on Exhibit G as mutually amended from time to time, any Technology:

                  (a)    which as of the Separation Date, Southern or any
Subsidiary or Affiliated Company of Southern: (i) is licensed to use pursuant to
a license agreement from any Third Party; and

                  (b)    which is in the possession of Southern Energy, its
Subsidiaries or Affiliated Companies as of the Separation Date.

         1.26     SUBSIDIARY. "Subsidiary" means the same as defined in the
Master Separation Agreement.

         1.27     TECHNOLOGY. "Technology" means Copyrights, Database Rights,
trade secrets and any other intellectual property right, but expressly does not
include (i) any Mark, trademark, trade name, trade dress or service mark, or
applications for registration thereof, or (ii)


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any Patents or applications therefor but does include trade secret rights in and
to inventions disclosed in such Patent applications and Invention Disclosures.

         1.28     THIRD PARTY. "Third Party" means a Person other than Southern
and its Subsidiaries and Affiliated Companies and Southern Energy and its
Subsidiaries and Affiliated Companies.

         1.29     TRADEMARK USAGE GUIDELINES. "Trademark Usage Guidelines" means
the guidelines for proper usage of the Licensed Marks, as in use immediately
prior to the Separation Date, as such guidelines may be revised and updated in
writing by Southern from time to time.



                            ARTICLE II -- TECHNOLOGY
                           ALLOCATION OF OWNERSHIP AND
                                 LICENSE GRANTS

         2.1      ASSIGNMENT. Subject to Sections 2.2 and 2.3 below, Southern
hereby grants, conveys and assigns (and agrees to cause its appropriate
Subsidiaries to grant, convey and assign) to Southern Energy, by execution
hereof (or, where appropriate or required, by execution of separate instruments
of assignment), all its (and their) right, title and interest in and to the
Southern Energy Owned Technology, to be held and enjoyed by Southern Energy, its
successors and assigns. Southern further grants, conveys and assigns (and agrees
to cause its appropriate Subsidiaries to grant, convey and assign) to Southern
Energy all its (and their) right, title and interest in and to any and all
causes of action and rights of recovery for past infringement of Copyrights and
Database Rights in and to the Southern Energy Owned Technology, and for past
misappropriation of trade secrets in and to the Southern Energy Owned
Technology. Southern further covenants that Southern will, without demanding any
further consideration therefor, at the request and expense of Southern Energy
(except for the value of the time of Southern employees), do (and cause its
Subsidiaries to do) all lawful and just acts that may be or become necessary for
evidencing, maintaining, recording and perfecting Southern Energy's rights to
such Southern Energy Owned Technology consistent with Southern's general
business practice as of the Separation Date, including but not limited to,
execution and acknowledgment of (and causing its Subsidiaries to execute and
acknowledge) assignments and other instruments in a form reasonably required by
Southern Energy for each Copyright or Database Right jurisdiction. Southern
Energy hereby waives any and all claims of any right, title and interest in and
to any Technology not within the definition of Southern Energy Owned Technology
subject to the licensees granted in this Article.

         2.2      PRIOR GRANTS. Southern Energy acknowledges and agrees that the
foregoing assignment is subject to any and all licenses or other rights that may
have been granted by Southern or its Subsidiaries with respect to the Southern
Energy Owned Technology prior to the Separation Date. Southern shall respond to
reasonable inquiries from Southern Energy regarding any such prior grants.

         2.3      ASSIGNMENT DISCLAIMER. SOUTHERN ENERGY ACKNOWLEDGES AND AGREES
THAT THE FOREGOING ASSIGNMENTS ARE MADE ON AN "AS IS,"


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QUITCLAIM BASIS AND THAT NEITHER Southern NOR ANY SUBSIDIARY OR AFFILIATED
COMPANY OF SOUTHERN HAS MADE OR WILL MAKE ANY WARRANTY WHATSOEVER, EXPRESS,
IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY OR
NON-INFRINGEMENT.

         2.4      LICENSE TO SOUTHERN.

                  (a) Southern Energy grants (and agrees to cause its
appropriate Subsidiaries or Affiliated Companies to grant) to Southern and its
Subsidiaries and Affiliated Companies, the following personal, nonexclusive,
worldwide, fully paid up, royalty-free and non-transferable (except as specified
in Section 8.9 below) licenses:

                  (i) under its and their Copyrights in and to the Licensed
         Southern Energy Technology, (A) to reproduce and have reproduced the
         works of authorship included in the Licensed Southern Energy Technology
         and Improvements thereof prepared by or for Southern, in whole or in
         part, as part of Southern Services, (B) to prepare Improvements or have
         Improvements prepared for it based upon the works of authorship
         included in the Licensed Southern Energy Technology in order to provide
         Southern Services, (C) to distribute (by any means and using any
         technology, whether now known or unknown, including without limitation
         electronic transmission) copies of the works of authorship included in
         the Licensed Southern Energy Technology and Improvements thereof
         prepared by or for Southern to the public by sale or other transfer of
         ownership or by rental, lease or lending, as part of Southern Services,
         and (D) to perform (by any means and using any technology, whether now
         known or unknown, including without limitation electronic transmission)
         and display the works of authorship included in the Licensed Southern
         Energy Technology and Improvements thereof prepared by or for Southern,
         as part of Southern Services;

                  (ii) under its and their Database Rights in and to the
         Licensed Southern Energy Technology, to extract data from the databases
         included in the Licensed Southern Energy Technology and to re-utilize
         such data to design, develop, Sell and offer for sale Southern Services
         and to Sell such Southern Services that incorporate such data,
         databases and Improvements thereof prepared by or for Southern; and

                  (iii) under its and their trade secrets and other intellectual
         property rights in and to the Licensed Southern Energy Technology
         (except the intellectual property rights excluded from the definition
         of Technology), to use the Licensed Southern Energy Technology and
         Improvements thereof prepared by or for Southern to design, develop,
         Southern Services.

                  (b)    Without limiting the generality of the foregoing
licenses granted in Section 2.4 (a) above, with respect to software included
within the Licensed Southern Energy Technology, such licenses include the right
to use, modify, and reproduce such software and Improvements thereof made by or
for Southern as part of the Southern Services, in source code and object code


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form, and to Sell such software and Improvements thereof made by or for
Southern, in source code and object code form, solely as part of the Southern
Services.

                  (c)    Southern, its Subsidiaries and Affiliated Companies may
not grant sublicenses under Sections (a) and (b) above.

                  (d)    The license granted in this Section may be assigned to
a Person that succeeds to all or substantially all of the assets of Southern or
its Subsidiaries or Affiliated Companies, but may not be sublicensed by such
future assigns.

         2.5      LICENSE TO SOUTHERN ENERGY.

                  (a) Southern grants (and agrees to cause its appropriate
Subsidiaries or Affiliated Companies to grant) to Southern Energy and its
Subsidiaries and Affiliated Companies the following personal, nonexclusive,
worldwide, fully paid up, royalty-free and non-transferable (except as specified
in Section 8.9 below) licenses:

                  (i) under its and their Copyrights in and to the Licensed
         Southern Technology, (A) to reproduce and have reproduced the works of
         authorship included in the Licensed Southern Technology and
         Improvements thereof prepared by or for Southern Energy, in whole or in
         part, as part of Southern Energy Services, (B) to prepare Improvements
         or have Improvements prepared for it based upon the works of authorship
         included in the Licensed Southern Technology in order to create
         Southern Energy Services, (C) to distribute (by any means and using any
         technology, whether now known or unknown, including without limitation
         electronic transmission) copies of the works of authorship included in
         the Licensed Southern Technology and Improvements thereof prepared by
         or for Southern Energy to the public by sale or other transfer of
         ownership or by rental, lease or lending, as part of Southern Energy
         Services, and (D) to perform (by any means and using any technology,
         whether now known or unknown, including without limitation electronic
         transmission) and display the works of authorship included in the
         Licensed Southern Technology and Improvements thereof prepared by or
         for Southern Energy, as part of Southern Energy Services;

                  (ii) under its and their Database Rights in and to the
         Licensed Southern Technology, to extract data from the databases
         included in the Licensed Southern Technology and to re-utilize such
         data to design, develop, manufacture and have manufactured Southern
         Energy Services and to Sell such Southern Energy Services that
         incorporate such data, databases and Improvements thereof prepared by
         or for Southern Energy; and

                  (iii) under its and their trade secrets and other intellectual
         property rights in and to the Licensed Southern Technology (except the
         intellectual property rights excluded from the definition of
         Technology), to use the Licensed Southern Technology and Improvements
         thereof prepared by or for Southern Energy to Sell such Southern Energy
         Services.


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                  (b)    Without limiting the generality of the foregoing
licenses granted in Section 2.5(a) above, with respect to software included
within the Licensed Southern Technology, such licenses include the right to use,
modify, and reproduce such software and Improvements thereof made by or for
Southern Energy as part of the Southern Energy Services, in source code and
object code form, and to Sell such software and Improvements thereof made by or
for Southern Energy, in source code and object code form, solely as part of the
Southern Energy Services.

                  (c)    Southern Energy, its Subsidiaries and Affiliated
Companies may not grant sublicenses under Sections (a) and (b) above.

                  (d)    The license granted in this Section may be assigned to
a Person that succeeds to all or substantially all of the assets of Southern
Energy or its Subsidiaries or Affiliated Companies, but may not be sublicensed
by such future assigns.

         2.6      IDENTIFICATION OF LICENSED TECHNOLOGY. Prior to the Separation
Date, and thereafter from time to time as the parties identify applicable
Technology, Southern Energy shall use reasonable best efforts to identify to
Southern the Licensed Southern Technology, and Southern shall use reasonable
best efforts to identify to Southern Energy the Licensed Southern Energy
Technology. The parties shall also identify to each other the Technology each
believes should be specifically excluded from Licensed Southern Technology and
Licensed Southern Energy Technology. As thereafter mutually agreed upon by the
parties, the Licensed Southern Energy Technology and Licensed Southern
Technology shall be set forth on Exhibit C and Exhibit D, respectively, as
amended from time to time. The tangible copies of all documents or other
materials embodying excluded Technology shall either be returned to its owner or
destroyed, as directed by its owner. In the absence of an express exclusion,
Technology within the definition of Southern Licensed Technology and Southern
Energy Licensed Technology shall be licensed pursuant to Sections 2.4 and 2.5
herein, even if not listed in Exhibit C or Exhibit D. The parties' senior
executives responsible for intellectual property, or their designees, shall
mutually agree upon such procedures as necessary or helpful to comply with the
requirements of this Section. Disputes between the parties regarding this
Section which cannot be resolved by such procedures shall follow the procedures
for disputes as set forth in the Master Separation Agreement.

         2.7      IMPROVEMENTS. As between the parties, after the Separation
Date, Southern Energy hereby retains all right, title and interest, including
all intellectual property rights, in and to any Improvements to Licensed
Southern Technology made by or for Southern Energy in the exercise of the
licenses granted to it hereunder, subject only to the ownership of Southern in
the underlying Licensed Southern Technology, and Southern hereby retains all
right, title and interest, including all intellectual property rights, in and to
any Improvements to Licensed Southern Energy Technology made by or for Southern
in the exercise of the licenses granted to it hereunder, subject only to the
ownership of Southern Energy in the underlying Licensed Southern Energy
Technology. Upon the request of the licensing party, the licensee shall grant
the licensing party a license in and to any such Improvements pursuant to the
terms of Section 2.4 or 2.5 herein as applicable.

         2.8      DURATION OF LICENSE. The licenses granted above to the
Licensed Southern Technology and Licensed Southern Energy Technology shall
continue in perpetuity (or, in the case of Copyrights and Database Rights, until
the expiration of the term thereof).


                                       9
<PAGE>   14


         2.9      NO PATENT LICENSES. Nothing contained in this Agreement shall
be construed as conferring to either party by implication, estoppel or otherwise
any license or right under any Patent or applications therefor, whether or not
the exercise of any right herein granted necessarily employs an invention of any
existing or later issued Patent. The applicable licenses granted between
Southern and Southern Energy with respect to Patents are set forth in Article IV
herein.

         2.10     THIRD PARTY TECHNOLOGY.

                  (a)    Southern hereby agrees to sublicense or to use
reasonable commercial efforts to obtain, or to cause to be obtained any consent,
approval or amendment required to convey a license or sublicense in the
Sublicensed Southern Technology to Southern Energy pursuant to the same or
substantially the same terms as Southern's license.

                  (b)    Southern Energy hereby agrees to sublicense or to use
commercially reasonable efforts to obtain or cause to be obtained any consent,
approval or amendment required to obtain a license or sublicense in the
Sublicensed Southern Energy Technology to Southern pursuant to the same or
substantially the same terms as Southern Energy's license.

         2.11     TERMINATION.

                  2.11.1 VOLUNTARY TERMINATION. By written notice to the other
party, each party may voluntarily terminate all or a specified portion of the
licenses and rights granted to it hereunder by such other party. Such notice
shall specify the effective date of such termination and shall clearly specify
any affected Technology, product or service.

                  2.11.2 SURVIVAL. Any voluntary termination of licenses and
rights of a party under Section (a) herein shall not affect such party's
licenses and rights with respect to any licensed product made or service
furnished prior to such termination, and shall not affect the licenses and
rights granted to the other party hereunder.

                  2.11.3 NO OTHER TERMINATION. Each party acknowledges and
agrees that its remedy for breach by the other party of the licenses granted to
it hereunder or of any other provision hereof shall be, subject to the
requirements of Article VI, to bring a claim to recover damages subject to the
limits set forth in this Agreement and to seek any other appropriate equitable
relief, other than termination of the licenses granted by it in this Agreement.


                            ARTICLE III - TRADEMARKS
                           ALLOCATION OF OWNERSHIP AND
                                 LICENSE GRANTS

         3.1      ASSIGNMENT. Southern Energy hereby grants, conveys and assigns
(and agrees to cause its appropriate Subsidiaries to grant, convey and assign)
to Southern, by execution hereof (or, where appropriate or required, by
execution of separate instruments of assignment), all its (and their) right,
title and interest in and to the mark "Southern Energy" and any and all variants
incorporating the mark "Southern Energy," including all applications and
registrations


                                       10
<PAGE>   15


therefor, and goodwill associated therewith, to be held and enjoyed by Southern,
its successors and assigns and waives any and all claims to such Mark, subject
to the license granted herein.

         3.2      LICENSE GRANT. Southern grants (and agrees to cause its
appropriate Subsidiaries to grant) to Southern Energy a personal, nonexclusive,
worldwide, fully-paid up and non-transferable (except as set forth in Section
8.9) license to use the Licensed Marks solely in connection with the
advertisement, promotion and Sale of the Southern Energy Services.

         3.3      LICENSE RESTRICTIONS.

                  (a)    Once Southern Energy abandons the use of a Licensed
Mark for the Southern Energy Services, then Southern Energy agrees that its
license granted hereunder with respect to that Licensed Mark shall thereupon
terminate.

                  (b)    Southern Energy may not use any Licensed Mark in direct
association with another non-Licensed Mark such that the two Marks appear to be
a single Mark or in any other composite manner with any Marks of Southern Energy
or any Third Party (other than the Southern Energy Business Marks as permitted
herein).

                  (c)    In all respects, Southern Energy's usage of the
Licensed Marks pursuant to the license granted hereunder shall be in a manner
consistent with the high standards, reputation and prestige represented by the
Licensed Marks, and any usage by Southern Energy that is inconsistent with the
foregoing shall be deemed to be outside the scope of the license granted
hereunder. As a condition to the license granted hereunder, Southern Energy
shall at all times present, position and promote the Southern Energy Business
when using one or more of the Licensed Marks in a manner consistent with the
high standards and prestige represented by the Licensed Marks.

         3.4      LICENSEE UNDERTAKINGS. As a condition to the licenses granted
hereunder, Southern Energy undertakes to Southern that:

         (a)   Southern Energy shall not use the Licensed Marks (or any other
Mark of Southern) in any manner contrary to public morals, in any manner which
is deceptive or misleading, which ridicules or is derogatory to the Licensed
Marks, or which compromises or reflects unfavorably upon the goodwill, good
name, reputation or image of Southern or the Licensed Marks, or which might
jeopardize or limit Southern's proprietary interest therein.

         (b)   Southern Energy shall not use the Licensed Marks in connection
with any products or services other than in connection with the Southern Energy
Services.

         (c)   Southern Energy shall not (i) misrepresent to any Person the
scope of its authority under this Agreement, (ii) incur or authorize any
expenses or liabilities chargeable to Southern, or (iii) take any actions that
would impose upon Southern any obligation or liability to a Third Party other
than obligations under this Agreement, or other obligations which Southern
expressly approves in writing for Southern Energy to incur on its behalf.


                                       11
<PAGE>   16


         (d) All press releases and corporate advertising and promotions that
embody the Licensed Marks and messages conveyed thereby shall be consistent with
the high standards and prestige represented by the Licensed Marks.

         3.5      NON-TRADEMARK USE. Each party may make appropriate and
truthful references to the other party, the party's services and affiliation
between the parties.

         3.6      RESERVATION OF RIGHTS. Except as otherwise expressly provided
in this Agreement, Southern shall retain all rights in and to the Licensed
Marks, including without limitation:

         (a)     All rights of ownership in and to the Licensed Marks;

                  (b) The right to use (including the right of Southern's
Subsidiaries and Affiliated Companies to use) the Licensed Marks, either alone
or in combination with other Marks, in connection with the marketing, offer or
provision of any product or service, including any product or service which
competes with Southern Energy Business products or services; and

                  (c)    The right to license Third Parties to use the Licensed
Marks.

         3.7      SUBLICENSES.

         Subject to the terms and conditions of this Agreement, including all
applicable Trademark Usage Guidelines and other restrictions in this Agreement,
Southern Energy may grant sublicenses to its Subsidiaries and Affiliated
Companies to use the Licensed Marks in accordance with the license grant above;
provided, that (i) Southern Energy enters into a written sublicense agreement
with each such Subsidiary or Affiliated Company sublicensee, and (ii) such
agreement does not include the right to grant further sublicenses other than, in
the case of a sublicensed Subsidiary or Affiliated Company of Southern Energy,
to another Subsidiary or Affiliated Company of Southern Energy. Southern Energy
shall provide copies of such written sublicense agreements to Southern upon
request. If Southern Energy grants any sublicense rights pursuant to this
Section (a) and any such sublicensed Subsidiary or Affiliated Company ceases to
be a Subsidiary or Affiliated Company, then the sublicense granted to such
Subsidiary pursuant to this Section shall terminate one hundred eighty (180)
days from the date of such cessation.

         3.8      ENFORCEMENT OF AGREEMENTS. Southern Energy shall take all
appropriate measures at Southern Energy's expense promptly and diligently to
enforce the terms of any sublicense agreement or other agreement with any
Subsidiary or Affiliated Company, and shall restrain any such Subsidiary or
Affiliated Company from violating such terms, including without limitation (i)
monitoring the Subsidiaries' and Affiliated Companies' compliance with the
relevant Trademark Usage Guidelines and causing any noncomplying Subsidiary or
Affiliated Company promptly to remedy any failure, (ii) terminating such
agreement and/or (iii) commencing legal action, in each case, using a standard
of care consistent with Southern's practices as of the Separation Date. In the
event that Southern determines that Southern Energy has failed promptly and
diligently to enforce the terms of any such agreement using such standard of
care, Southern reserves the right to enforce such terms, and Southern Energy
shall reimburse Southern for its fully allocated direct costs and expenses
incurred in enforcing such


                                       12
<PAGE>   17


agreement, plus all out-of-pocket costs and expenses, plus five percent (5%)
(or, if such costs and expenses are incurred more than two (2) years after the
Separation Date, ten percent (10%)).

         3.9      ROYALTIES. The license granted in this Article III shall be
royalty-free.

         3.10     TRADEMARK USAGE GUIDELINES. Southern Energy and its
Subsidiaries and Affiliated Companies shall use the Licensed Marks only in a
manner that is consistent with the Trademark Usage Guidelines.

         3.11     OWNERSHIP AND RIGHTS. Southern Energy agrees not to challenge
the ownership or validity of the Licensed Marks. Southern Energy shall not
disparage, dilute or adversely affect the validity of the Licensed Marks.
Southern Energy's use of the Licensed Marks shall inure exclusively to the
benefit of Southern, and Southern Energy shall not acquire or assert any rights
therein. Southern Energy recognizes the value of the goodwill associated with
the Licensed Marks, and that the Licensed Marks may have acquired secondary
meaning in the minds of the public.

         3.12     PROTECTION OF MARKS. Southern Energy shall assist Southern, at
Southern's request and expense, in the procurement and maintenance of Southern's
intellectual property rights in the Licensed Marks. Southern Energy will not
grant or attempt to grant a security interest in the Licensed Marks, or to
record any such security interest in the United States Patent and Trademark
Office or elsewhere, against any trademark application or registration belonging
to Southern. Southern Energy agrees to, and to cause its Subsidiaries and
Affiliated Companies to, execute all documents reasonably requested by Southern
to effect further registration of, maintenance and renewal of the Licensed
Marks, recordation of the license relationship between Southern and Southern
Energy, and recordation of Southern Energy as a registered user. Southern makes
no warranty or representation that trademark registrations have been or will be
applied for, secured or maintained in the Licensed Marks throughout, or anywhere
within, the world. Southern Energy shall cause to appear on all documents,
instruments or other materials bearing the Licensed Marks, such legends,
markings and notices as may be required by applicable law or reasonably
requested by Southern.

         3.13     SIMILAR MARKS. Southern Energy agrees not to use or register
in any country any Mark that infringes Southern's rights in the Licensed Marks,
or any element thereof. If any application for registration is, or has been,
filed in any country by Southern Energy which relates to any Mark that infringes
Southern's rights in the Licensed Marks, Southern Energy shall immediately
abandon any such application or registration or assign it to Southern. Southern
Energy shall not challenge Southern's ownership of or the validity of the
Licensed Marks or any application for registration thereof throughout the world.
Southern Energy shall not use or register in any country any copyright, domain
name, telephone number or any other intellectual property right, whether
recognized currently or in the future, or other designation which would create a
likelihood of confusion or otherwise affects the ownership or rights of Southern
in and to the Licensed Marks, or otherwise to take any action which would
adversely affect any of such ownership rights, or assist anyone else in doing
so. Southern Energy shall cause its Subsidiaries, Affiliated Companies and
Authorized Dealers to comply with the provisions of this Section.


                                       13
<PAGE>   18


         3.14     INFRINGEMENT PROCEEDINGS. In the event that Southern Energy
learns of any infringement or threatened infringement of the Licensed Marks, or
any unfair competition, passing-off or dilution with respect to the Licensed
Marks, Southern Energy shall notify Southern or its authorized representative
giving particulars thereof, and Southern Energy shall provide necessary
information and assistance to Southern or its authorized representatives at
Southern's expense in the event that Southern decides that proceedings should be
commenced. Notwithstanding the foregoing, Southern Energy is not obligated to
monitor or police use of the Licensed Marks by Third Parties other than any
sublicenses granted by it. Southern shall have exclusive control of any
litigation, opposition, cancellation or related legal proceedings. The decision
whether to bring, maintain or settle any such proceedings shall be at the
exclusive option and expense of Southern, and all recoveries shall belong
exclusively to Southern. Southern Energy shall not and shall have no right to
initiate any such litigation, opposition, cancellation or related legal
proceedings in its own name, but, at Southern's request, agrees to be joined as
a party in any action taken by Southern to enforce its rights in the Licensed
Marks. Southern shall incur no liability to Southern Energy or any other Person
under any legal theory by reason of Southern's failure or refusal to prosecute
or by Southern's refusal to permit Southern Energy to prosecute, any alleged
infringement by Third Parties, nor by reason of any settlement to which Southern
may agree.

         3.15     TERMINATION.

                  (a)    By written notice to Southern, Southern Energy may
voluntarily terminate all or a specified portion of the licenses and rights
granted to it hereunder by Southern. Such notice shall specify the effective
date of such termination and shall clearly specify any affected Licensed Marks.

                  (b)    The licenses, sublicenses and rights granted to
Southern Energy hereunder shall terminate on the Distribution Date unless
extended in Southern's sole discretion and confirmed in writing.

         3.16     USE OF MARKS FOLLOWING TERMINATION. Southern shall not use
the marks "Southern Energy," "Southern Company Energy Marketing" or any mark
incorporating "Southern Energy" for eighteen (18) months from the date Southern
Energy ceases use of such marks, unless shortened in Southern Energy's sole
discretion and confirmed in writing.

                              ARTICLE IV - PATENTS
                             ALLOCATION OF OWNERSHIP
                               AND LICENSE GRANTS

         4.1      PATENT OWNERSHIP. Southern Energy hereby waives any and all
claims of any right, title and interest in and to any Patents not within the
definition of Assigned Patents, subject to the licenses granted in this Article.

         4.2      LICENSE GRANTS TO SOUTHERN. Southern Energy grants (and agrees
to cause its appropriate Subsidiaries or Affiliated Companies to grant) to
Southern, under the Southern Energy Patents, a personal, irrevocable,
nonexclusive, worldwide and non-transferable (except as set forth in Section
8.9) license solely to Sell and offer for sale Southern Services.

         4.3      LICENSE GRANTS TO SOUTHERN ENERGY. Southern grants (and agrees
to cause its appropriate Subsidiaries or Affiliated Companies to grant) to
Southern Energy, under the Southern Patents, a personal, irrevocable,
nonexclusive, worldwide, and non-transferable (except as set forth in Section
8.9) license solely to Sell and offer for sale Southern Energy Services.


                                       14
<PAGE>   19


         4.4      IDENTIFICATION OF LICENSED PATENTS. Prior to the Separation
Date, and thereafter from time to time upon additions to the Allocated Patent
Assets Database, (a) Southern Energy shall use reasonable best efforts to
identify to Southern the Southern Patents, and (b) Southern shall use reasonable
best efforts to identify to Southern Energy the Southern Energy Patents. The
parties shall also identify to each other the Patents specifically excluded from
Southern Patents and Southern Energy Patents. As thereafter mutually agreed upon
by the parties, the Southern Patents and Southern Energy Patents shall be
identified on Exhibit A, as amended from time to time. In the absence of an
express exclusion, the Patents within the definition of Southern Patents and
Southern Energy Patents shall be licensed pursuant to Article IV herein. The
parties' senior executives responsible for intellectual property shall mutually
agree upon such procedures as necessary or helpful to comply with the
requirements of this Section. Disputes between the parties regarding this
Section which cannot be resolved by such procedures shall follow the procedures
for disputes as set forth in the Master Separation Agreement.

         4.5      SUBLICENSE RIGHTS.

                 (a)     Southern Energy may grant sublicenses to its
Subsidiaries and Affiliated Companies within the scope of its license hereunder
(with no right to grant further sublicenses other than, in the case of a
sublicensed Subsidiary or Affiliated Companies, to another Subsidiary or
Affiliated Company of such party).

                 (b)     the license granted in this Section may be assigned to
a Person that succeeds to all or substantially all of the assets of Southern
Energy or its Subsidiaries or Affiliated Companies, but may not be sublicensed
by such future assigns.

         4.6      DURATION. All licenses granted herein with respect to each
Patent shall expire upon the expiration of the term of such Patent.


         4.7      ROYALTIES. The licenses granted in this Article shall be
subject to the same royalties (if any) as paid by Southern for the subject
Patent.

         4.8      PATENT APPLICATIONS AND INVENTION DISCLOSURES. Each party
agrees, at its own expense, to provide to the other party copies of any Patents,
Patent applications and Invention Disclosures that are listed in the Allocated
Patent Assets Database in the form that such Patents, Patent applications and
Invention Disclosures exist as of the Separation Date. Neither party has any
obligation to disclose or provide copies to the other party any other Patents,
Patent applications or Invention Disclosures. The licenses granted under this
Agreement cover only statutory rights under Patents and statutory rights (if
any) under Patent applications. Trade secret and other non-Patent licenses with
respect to inventions described in Invention Disclosures and Patent applications
shall be solely as set forth in Article IV herein.

         4.9      ADDITIONAL OBLIGATIONS WITH REGARD TO SOUTHERN PATENTS.
Southern Energy acknowledges that its employees and contractors who are former
Southern employees and contractors have a continuing duty to assist Southern
with the prosecution of Southern Patent applications and, accordingly, Southern
Energy agrees to make available, to


                                       15
<PAGE>   20


Southern or its counsel, inventors and other persons employed by Southern Energy
for interviews and/or testimony to assist in good faith in further prosecution,
maintenance or litigation of the Southern Patents, including the signing of
documents related thereto. Any actual and reasonable out-of-pocket expenses
associated with such assistance shall be borne by Southern, expressly excluding
the value of the time of such Southern Energy personnel; provided, however, that
in the case of assistance with litigation, the parties shall agree on a case by
case basis on compensation, if any, of Southern Energy for the value of the time
of Southern Energy's employees as reasonably required in connection with such
litigation.

         4.10     DEFENSIVE PROTECTION MEASURES. The parties shall cooperate
reasonably and in good faith to the extent consistent with each party's own
business objectives in the event that either party is involved in Patent
litigation or controversies in which it would be helped in some way by the other
party's Patents or relevant knowledge. Such cooperation may include, by way of
example, (i) cooperation with respect to knowledge of prior art (whether the
other party's or a Third Party's), (ii) consent to the granting of licenses to
such other party's Patents, and (iii) assignment to such party of such other
party's Patents for the purpose of bringing a counterclaim against a Third
Party. The party requesting such cooperation shall bear the actual and
reasonable out-of-pocket expenses of the cooperating party (except for the value
of the time of the cooperating party's employees).

         4.11     STANDARDS BODIES. The parties agree to cooperate reasonably
and in good faith with each other with respect to the licensing of each party's
Patents in the context of standards bodies, to the extent consistent with each
party's own business objectives.

         4.12     ASSIGNMENT OF PATENTS. Southern shall not assign or grant any
rights under any of the Southern Patents unless such assignment or grant is made
subject to the licenses granted in this Agreement. Southern Energy shall not
assign or grant any rights under any of the Southern Energy Patents unless such
assignment or grant is made subject to the licenses granted in this Agreement.

         4.13     RESPONSE TO REQUESTS. Each party shall, upon a request from
the other party sufficiently identifying any Patent or Patent application,
inform the other party as to the extent to which said Patent or Patent
application is subject to the licenses and other rights granted hereunder. If
such licenses or other rights under said Patent or Patent application are
restricted in scope, copies of all pertinent provisions of any contract or other
arrangement creating such restrictions shall, upon request, be furnished to the
party making such request, unless such disclosure is prevented by such contract
or other arrangement, and in such event, a statement of the nature of such
restriction shall be provided.

         4.14     RECORDATION OF LICENSES.

                  (a)    For any country, now or in the future, that requires
the express consent of all inventors or their assignees to the grant of licenses
or rights under Patents issued in such countries for joint inventions:

                           (i) each party shall give such consent, or shall
                  obtain such consent from its employees, its Subsidiaries or
                  employees of any of its Subsidiaries, as required


                                       16
<PAGE>   21


                  to make full and effective any such licenses and rights
                  respecting any joint invention granted to a grantee hereunder
                  by such party; and

                           (ii) each party shall take steps that are reasonable
                  under the circumstances to obtain from Third Parties whatever
                  other consents are necessary to make full and effective such
                  licenses and rights respecting any joint invention purported
                  to be granted by it hereunder. If, in spite of such reasonable
                  steps, such party is unable to obtain the requisite consents
                  from such Third Parties, the resulting inability of such party
                  to make full and effective its purported grant of such
                  licenses and rights shall not be considered to be a breach of
                  this Agreement.

                  (b)    Each party agrees, without demanding any further
consideration, to execute (and to cause its Subsidiaries or Affiliated Companies
to execute) all documents reasonably requested by the other party to effect
recordation of the license relationship between the parties created by this
Agreement.


                                    ARTICLE V

                                 CONFIDENTIALITY

The terms of the Master Confidential Disclosure Agreement between the parties
shall apply to any Confidential Information (as defined therein) which is the
subject matter of this Agreement.



                                   ARTICLE VI

                               DISPUTE RESOLUTION

The parties shall make a good faith attempt to resolve any dispute or claim
arising out of or related to this Agreement through negotiation. Within thirty
(30) days after notice of a dispute or claim is given by either party to the
other party, the parties' senior executive responsible for intellectual
property (or his or her delegate) shall meet to attempt to resolve the matter.
Such meeting shall constitute the vice president meeting required in Section
5.7(c) of the Master Separation Agreement. If the parties' representatives are
unable to resolve the dispute, the dispute resolution procedures set forth in
the Master Separation Agreement shall be followed.



                                       17
<PAGE>   22

                                   ARTICLE VII

                             LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY OR ITS SUBSIDIARIES OR AFFILIATED COMPANIES BE
LIABLE TO THE OTHER PARTY OR ITS SUBSIDIARIES OR AFFILIATED COMPANIES FOR ANY
SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST
PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE)
ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE
FOREGOING LIMITATIONS SHALL NOT LIMIT DAMAGES FOR INFRINGEMENT AVAILABLE TO
EITHER PARTY UNDER APPLICABLE LAW IN THE EVENT OF BREACH BY THE OTHER PARTY OF
THE LICENSES GRANTED HEREIN AND SHALL NOT LIMIT EACH PARTY'S OBLIGATIONS
EXPRESSLY ASSUMED IN THE MASTER SEPARATION AGREEMENT; PROVIDED FURTHER THAT THE
EXCLUSION OF PUNITIVE DAMAGES SHALL APPLY IN ANY EVENT.



                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

         8.1      DISCLAIMER. EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL
TECHNOLOGY, INTELLECTUAL PROPERTY AND ANY OTHER INFORMATION OR MATERIALS
LICENSED OR PROVIDED HEREUNDER IS LICENSED OR PROVIDED ON AN "AS IS" BASIS, AND
THAT NEITHER PARTY NOR ANY OF ITS SUBSIDIARIES OR AFFILIATED COMPANIES MAKES ANY
REPRESENTATIONS OR EXTENDS ANY WARRANTIES WHATSOEVER, EXPRESS, IMPLIED OR
STATUTORY, WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
ENFORCEABILITY OR NON-INFRINGEMENT. Without limiting the generality of the
foregoing, neither party nor any of its Subsidiaries or Affiliated Companies
makes any warranty


                                       18
<PAGE>   23


or representation that any manufacture, use, importation, offer for sale or sale
of any product or service will be free from infringement of any intellectual
property right of any Third Party.

         8.2      NO IMPLIED LICENSES. Nothing contained in this Agreement shall
be construed as conferring any rights by implication, estoppel or otherwise,
under any intellectual property right, other than the rights expressly granted
in this Agreement. Neither party is required hereunder to furnish or disclose to
the other any technical or other information (including copies of the Licensed
Southern Energy Technology and the Licensed Southern Technology), except as
specifically provided herein.

         8.3      INFRINGEMENT SUITS. Neither party shall have any obligation
hereunder to institute any action or suit against Third Parties for infringement
of any technology or intellectual property licensed to the other party
hereunder, or to defend any action or suit brought by a Third Party which
challenges or concerns the validity of any of such rights or which claims that
any technology or intellectual property assigned or licensed to the other party
hereunder infringes any technology or other intellectual property right of any
Third Party or constitutes a misappropriated trade secret of any Third Party.
Southern shall not have any right to institute any action or suit against Third
Parties for infringement of any technology or intellectual property of Southern
Energy and Southern Energy shall not have any right to institute any action or
suit against Third Parties for infringement of any of the technology or
intellectual property of Southern.

         8.4      NO OTHER OBLIGATIONS. NEITHER PARTY ASSUMES ANY
RESPONSIBILITIES OR OBLIGATIONS WHATSOEVER, OTHER THAN THE RESPONSIBILITIES AND
OBLIGATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT OR A SEPARATE WRITTEN
AGREEMENT BETWEEN THE PARTIES. Without limiting the generality of the foregoing,
neither party, nor any of its Subsidiaries or Affiliated Companies, is obligated
to provide any technical assistance.

         8.5      ENTIRE AGREEMENT. This Agreement, the Master Separation
Agreement and the other Ancillary Agreements (as defined in the Master
Separation Agreement) constitute the entire agreement between the parties with
respect to the subject matter hereof and shall supersede all prior written and
oral and all contemporaneous oral agreements and understandings with respect to
the subject matter hereof. To the extent there is a conflict between this
Agreement and the Master Separation Agreement between the parties, the terms of
this Agreement shall govern.

         8.6      GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Georgia as to
all matters regardless of the laws that might otherwise govern under principles
of conflicts of laws applicable thereto.

         8.7      DESCRIPTIVE HEADINGS. The descriptive headings herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.

         8.8      NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given when delivered in
person, by telecopy with answer back, by express or overnight mail delivered by
a nationally recognized air courier (delivery


                                       19
<PAGE>   24


charges prepaid), by registered or certified mail (postage prepaid, return
receipt requested) to the respective parties as follows:


     if to Southern:
         The Southern Company
         270 Peachtree Street, N.W.
         Atlanta, Georgia  30303
         Attention: General Counsel
         Telecopy: (404) 506-0564

     if to Southern Energy:
         Southern Energy, Inc.
         900 Ashwood Parkway
         Suite 500
         Atlanta, Georgia  30338-4780
         Attention: General Counsel
         Telecopy: (770) 821-6767

or to such other address as the party to whom notice is given may have
previously furnished to the other in writing in the manner set forth above. Any
notice or communication delivered in person shall be deemed effective on
delivery. Any notice or communication sent by telecopy or by air courier
shall be deemed effective on the first Business Day following the day on which
such notice or communication was sent. Any notice or communication sent by
registered or certified mail shall be deemed effective on the third Business Day
following the day on which such notice or communication was mailed. As used in
this Section 8.8, "Business Day" means any day other than a Saturday, a Sunday
or a day on which banking institutions located in the State of Georgia are
authorized or obligated by law or executive order to close.

         8.9      NONASSIGNABILITY. Neither party may, directly or indirectly,
in whole or in part, whether by operation of law or otherwise, assign or
transfer this Agreement, without the other party's prior written consent, and
any attempted assignment, transfer or delegation without such prior written
consent shall be voidable at the sole option of such other party.
Notwithstanding the foregoing, each party (or its permitted successive assignees
or transferees hereunder) may assign or transfer this Agreement as a whole
without consent to a Person that succeeds to all or substantially all of the
business or assets of such party. Without limiting the foregoing, this Agreement
will be binding upon and inure to the benefit of the parties and their permitted
successors and assigns.

         8.10     SEVERABILITY. If any term or other provision of this Agreement
is determined by a nonappealable decision of a court, administrative agency or
arbitrator to be invalid, illegal or incapable of being enforced by any rule of
law or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to either party. Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the fullest extent possible.


                                       20
<PAGE>   25


         8.11     FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No
failure or delay on the part of either party hereto in the exercise of any right
hereunder shall impair such right or be construed to be a waiver of, or
acquiescence in, any breach of any representation, warranty or agreement herein,
nor shall any single or partial exercise of any such right preclude other or
further exercise thereof or of any other right. All rights and remedies existing
under this Agreement are cumulative to, and not exclusive of, any rights or
remedies otherwise available.

         8.12     AMENDMENT. No change or amendment will be made to this
Agreement except by an instrument in writing signed on behalf of each of the
parties to such agreement.

         8.13     COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which, taken together, shall be considered to be one and
the same instrument.

         8.14     GOVERNMENTAL APPROVAL. The parties acknowledge that in the
past they have licensed Technology to each other in accordance with certain
existing regulatory authority. The parties intend to implement this Agreement
to the fullest extent permissible under such existing regulatory authority and
to cooperate toward obtaining and maintaining in effect such governmental
agency approvals as may be required in order to implement this Agreement as
fully as possible in accordance with its terms, and to cooperate so as to
revise and mutually agree on such revisions as become necessary in the event
regulatory approval is withheld.

WHEREFORE, the parties have signed this Technology and Intellectual Property
Ownership and License Agreement effective as of the date first set forth above.


THE SOUTHERN COMPANY                        SOUTHERN ENERGY, INC.

By:                                         By:
    --------------------------------            --------------------------------

Name:                                       Name:
Title:                                      Title:


                                       21
<PAGE>   26


                                    EXHIBIT A
                       "ALLOCATED PATENT ASSETS DATABASE"
                                  (SECTION 1.2)

A.       Southern Energy, Inc.

         None.

B.       Southern Company

         1.    5,968,254, Oct. 19, 1999, Concrete mix containing coal ash and
         organic plant ash, Dodgen, Harold Dean, Hiram, Georgia Larrimore,
         Charles Lamar, Birmingham, Alabama, Southern Company Services,
         Birmingham, Alabama. (LICENSED)

         2.    5,951,200, Sep. 14, 1999, Enclosement to shield structure which
         secures entrance-deterring cap to manhole opening from water and dirt
         containments, Barton, David L., Avondale Estates, Georgia, Barton
         Southern Company, Inc., Conyers, Georgia.

         3.    5,912,916, Jun. 15, 1999, Electric furnace with insulated
         electrodes and process for producing molten metals, Hendrix, Charles
         F., Pell City, Alabama, Alabama Power Company, Birmingham, Alabama.

         4.    5,882,374, Mar. 16, 1999, Process for producing foundry iron with
         an insulated electrode, Hendrix, Charles F., Pell City, Alabama,
         Alabama Power Company, Birmingham, Alabama.

         5.    5,834,686, Nov. 10, 1998, Insulated electrical equipment,
         Barrett, Donald Christopher, Swindon, England Cook, Michael Robert,
         Swindon, England Spalding, Matthew, Newark, Delaware, Raychem Limited,
         Swindon, United Kingdom (03), Date Transaction Recorded: May 17, 1999
         ASSIGNMENT OF ASSIGNOR'S INTEREST (SEE DOCUMENT FOR DETAILS). GEORGIA
         POWER COMPANY 333 PIEDMONT AVENUE ATLANTA, GEORGIA 30308 Reel & Frame
         Number: 009974/0524. (LICENSED)

         6.    5,821,656, Oct. 13, 1998, Magnetic bearing with reduced
         control-flux-induced rotor loss, Colby, Roy S., Tariffville,
         Connecticut Piech, Zbigniew, E. Hampton, Connecticut, United
         Technologies Corporation, Hartford, Connecticut (02), Date Transaction
         Recorded: Mar. 31, 1999 ASSIGNMENT OF ASSIGNOR'S INTEREST (SEE
         DOCUMENT FOR DETAILS). SOUTHERN COMPANY ENERGY SOLUTIONS, INC. 241
         RALPH MCGILL BOULEVARD ATLANTA, GEORGIA 30308 Reel & Frame Number:
         009857/0726. (LICENSED)

         7.    5,747,907, May 5, 1998, Backup bearings for positive re-centering
         of magnetic bearings, Miller, Robin M., Ellington, Connecticut, United
         Technologies Automotive,


<PAGE>   27


         Inc., Dearborn, Michigan (02), Date Transaction Recorded: Jul. 09,
         1998 ASSIGNMENT OF ASSIGNOR'S INTEREST (SEE DOCUMENT FOR DETAILS).
         SOUTHERN COMPANY ENERGY SOLUTIONS, INC. 241 RALPH MCGILL BOULEVARD
         ATLANTA, GEORGIA 30308 Reel & Frame Number: 9297/0204. (LICENSED)

         8.    5,682,015, Oct. 28, 1997, Squirrel shield device, Harben,
         Michael, Acworth, Georgia, Georgia Power Company, Atlanta, Georgia.
         (LICENSED)

         9.    5,679,922, Oct. 21, 1997, Squirrel shield device, Harben,
         Michael, Woodstock, Georgia, Georgia Power Company, Atlanta, Georgia.
         (LICENSED)

         10.   5,654,976, Aug. 5, 1997, Method for melting ferrous scrap metal
         and chromite in a submerged arc furnace to produce a chromium
         containing iron, Cowx, Peter, Oslo, Norway Rognsaa, Hjalte, Oslo,
         Norway, Elkem Technology a/s, Norway (03), Date Transaction Recorded:
         Jun. 16, 1998 ASSIGNMENT OF ASSIGNOR'S INTEREST (SEE DOCUMENT FOR
         DETAILS). ALABAMA POWER COMPANY, AN ALABAMA CORPORATION BIRMINGHAM,
         ALABAMA Reel & Frame Number: 009289/0025 Date Transaction Recorded:
         Feb. 12, 1999 FREE FORM TEXT GRANT-BACK LICENSE ELKEM ASA HOFFSVEIEN 65
         B OSLO, NORWAY N-0303 Reel & Frame Number: 009746/0756.

         11.   5,640,472, Jun. 17, 1997, Fiber optic sensor for magnetic
         bearings, Meinzer, Richard A., Glastonbury, Connecticut Grudkowski,
         Thomas W., Glastonbury, Connecticut Polley, Evan C., Hartford,
         Connecticut, United Technologies Corporation, Hartford, Connecticut
         (02), Date Transaction Recorded: Mar. 31, 1999 ASSIGNMENT OF ASSIGNOR'S
         INTEREST (SEE DOCUMENT FOR DETAILS). SOUTHERN COMPANY ENERGY
         SOLUTIONS, INC. 241 RALPH MCGILL BOULEVARD ATLANTA, GEORGIA 30308 Reel
         & Frame Number: 009857/0726. (LICENSED)

         12.   5,634,960, Jun. 3, 1997, Scrap melting in a submerged arc
         furnace, Cowx, Peter, Oslo, Norway, Elkem A/S, Norway (03), Date
         Transaction Recorded: Jun. 16, 1998 ASSIGNMENT OF ASSIGNOR'S INTEREST
         (SEE DOCUMENT FOR DETAILS). ALABAMA POWER COMPANY, AN ALABAMA
         CORPORATION, BIRMINGHAM, ALABAMA Reel & Frame Number: .009289/0025
         Date Transaction Recorded: Feb. 12, 1999 FREE FORM TEXT GRANT-BACK
         LICENSE ELKEM ASA HOFFSVEIEN 65 B OSLO, NORWAY N-0303 Reel & Frame
         Number: 009748/0756.

         13.   5,590,569, Jan. 7, 1997, Energy storage flywheel device, Nardone,
         Vincent C., South Windsor, Connecticut Thompson, Mark S., Vernon,
         Connecticut Meyer, Thomas G., Lebanon, Connecticut, United
         Technologies Corporation, Hartford, Connecticut, Date Transaction
         Recorded: Mar. 13, 1998 ASSIGNMENT OF ASSIGNOR'S INTEREST (SEE
         DOCUMENT FOR DETAILS). SOUTHERN COMPANY ENERGY SOLUTIONS, INC. 241
         RALPH MCGILL BLVD.


<PAGE>   28


         ATLANTA, GEORGIA 30308 Reel & Frame Number: 9027/0701 Date Transaction
         Recorded: Apr. 29, 1998 ASSIGNMENT OF ASSIGNOR'S INTEREST (SEE DOCUMENT
         FOR DETAILS). SOUTHERN COMPANY ENERGY SOLUTIONS, INC. 241 RALPH MCGILL
         BLVD. ATLANTA, GEORGIA 30308 Reel & Frame Number: 9138/0243 Date
         Transaction Recorded: Aug. 26, 1998 ASSIGNMENT OF ASSIGNOR'S INTEREST
         (SEE DOCUMENT FOR DETAILS). SOUTHERN COMPANY ENERGY SOLUTIONS, INC. 241
         RALPH MCGILL BLVD. ATLANTA, GEORGIA 30308 Reel & Frame Number:
         9405/0733. (LICENSED)

         14.   5,588,982, Dec. 31, 1996, Process for producing foundry iron,
         Hendrix, Charles F., Pell City, Alabama, Alabama Power Company,
         Birmingham, Alabama, Date Transaction Recorded: Jun. 16, 1998
         ASSIGNMENT OF ASSIGNOR'S INTEREST (SEE DOCUMENT FOR DETAILS). ALABAMA
         POWER COMPANY, AN ALABAMA CORPORATION BIRMINGHAM, ALABAMA Reel & Frame
         Number: 009289/0025 Date Transaction Recorded: Feb. 12, 1999 FREE FORM
         TEXT GRANT-BACK LICENSE ELKEM ASA HOFFSVEIEN 65 B OSLO, NORWAY 1-0303
         Reel & Frame Number: 009748/0756.

         15.   5,588,754, Dec. 31, 1996, Backup bearings for extreme speed touch
         down Applications, Miller, Robin M., Ellington, Connecticut, United
         Technologies Automotive, Inc., Dearborn, Michigan, Date Transaction
         Recorded: Jul. 9, 1998 ASSIGNMENT OF ASSIGNOR'S INTEREST (SEE DOCUMENT
         FOR DETAILS). SOUTHERN COMPANY ENERGY SOLUTIONS, INC. 241 RALPH MCGILL
         BOULEVARD ATLANTA, GEORGIA 30308 Reel & Frame Number: 9297/0204.
         (LICENSED)

         16.   5,586,471, Dec. 24, 1996, Energy storage flywheel device,
         Nardone, Vincent C., South Windsor, Connecticut Thompson, Mark S.,
         Vernon, Connecticut Meyer, Thomas G., Lebanon, Connecticut, United
         Technologies Corporation, Hartford, Connecticut, Date Transaction
         Recorded: Mar. 13, 1998 ASSIGNMENT OF ASSIGNOR'S INTEREST (SEE DOCUMENT
         FOR DETAILS). SOUTHERN COMPANY ENERGY SOLUTIONS, INC. 241 RALPH MCGILL
         BLVD. ATLANTA, GEORGIA 30308 Reel & Frame Number: 9027/0701 Date
         Transaction Recorded: Apr. 29, 1998 ASSIGNMENT OF ASSIGNOR'S INTEREST
         (SEE DOCUMENT FOR DETAILS). SOUTHERN COMPANY ENERGY SOLUTIONS, INC. 241
         RALPH MCGILL BLVD. ATLANTA, GEORGIA 30308 Reel & Frame Number:
         9138/0243 Date Transaction Recorded: Aug. 26, 1998 ASSIGNMENT OF
         ASSIGNOR'S INTEREST (SEE DOCUMENT FOR DETAILS) . SOUTHERN COMPANY
         ENERGY SOLUTIONS, INC., 241 RALPH MCGILL BLVD. ATLANTA, GEORGIA 30308
         Reel & Frame Number: 9405/0733. (LICENSED)

         17.   5,481,198, Jan. 2, 1996, Method and device for measuring
         corrosion on a portion of a metallic path carrying an undetermined
         load current, Patel, Shashikant G., Atlanta, Georgia, The Georgia
         Power Company, Atlanta, Georgia.


<PAGE>   29


         18.   5,479,059, Dec. 26, 1995, Thin film superconductor magnetic
         bearings, Weinberger, Bernard R., Avon, Connecticut, United
         Technologies Corporation, Hartford, Connecticut (02), Date Transaction
         Recorded: Apr. 29, 1996 ASSIGNMENT OF ASSIGNOR'S INTEREST (SEE
         DOCUMENT FOR DETAILS). UNITED TECHNOLOGIES AUTOMOTIVE INC. DEARBORN,
         MICHIGAN Reel & Frame Number: 7921/0516 Date Transaction Recorded:
         Jun. 22, 1998 ASSIGNMENT OF ASSIGNOR'S INTEREST (SEE DOCUMENT FOR
         DETAILS) - SOUTHERN COMPANY ENERGY SOLUTIONS, INC. 241 RALPH MCGILL
         BOULEVARD ATLANTA, GEORGIA 30308 Reel & Frame Number: 9257/0724.
         (LICENSED)

         19.   5,460,240, Oct. 24, 1995, Stabilized ladder and platform, Jones,
         Cecil G., Gulfport, Mississippi, Mississippi Power Company, Gulfport,
         Mississippi. (LICENSED)

         20.   5,452,625, Sep. 26, 1995, Energy storage flywheel device,
         Nardone, Vincent C., South Windsor, Connecticut Thompson, Mark S.,
         Vernon, Connecticut Meyer, Thomas G., Lebanon, Connecticut, United
         Technologies Corporation, Hartford, Connecticut, Date Transaction
         Recorded: Apr. 29, 1996 ASSIGNMENT OF ASSIGNOR'S INTEREST (SEE
         DOCUMENT FOR DETAILS). UNITED TECHNOLOGIES AUTOMOTIVE, INC. DEARBORN,
         MICHIGAN Reel & Frame Number: 7921/0524 Date Transaction recorded:
         Oct. 22, 1996 ASSIGNMENT OF ASSIGNOR'S INTEREST (SEE DOCUMENT FOR
         DETAILS). THE SOUTHERN COMPANY, ATLANTA, GEORGIA Reel & Frame Number:
         8194/0658 Date Transaction Recorded: Nov. 18, 1997 ASSIGNMENT OF
         ASSIGNOR'S INTEREST (SEE DOCUMENT FOR DETAILS). SOUTHERN DEVELOPMENT
         AND INVESTMENT GROUP, INC., THE 333 PIEDMONT AVENUE ATLANTA, GEORGIA
         30308 Reel & Frame Number: 8800/0972 Date Transaction Recorded: Apr.
         29, 1998 ASSIGNMENT OF ASSIGNOR'S INTEREST (SEE DOCUMENT FOR DETAILS).
         SOUTHERN COMPANY ENERGY SOLUTIONS, INC. 241 RALPH MCGILL BLVD.
         ATLANTA, GEORGIA 30308 Reel & Frame Number: 9138/0243. (LICENSED)

         21.   5,387,451, Feb. 7, 1995, Flywheel containment device, Miller,
         Robin M., Ellington, Connecticut, United Technologies Corporation,
         Hartford, Connecticut, Date Transaction Recorded: Sep. 18, 1995
         ASSIGNMENT OF ASSIGNOR'S INTEREST (SEE DOCUMENT FOR DETAILS) - UNITED
         TECHNOLOGIES AUTOMOTIVE, INC. DEARBORN, MICHIGAN Reel & Frame Number:
         7658/0048 Date Transaction Recorded: Oct. 22, 1996 ASSIGNMENT OF
         ASSIGNOR'S INTEREST (SEE DOCUMENT FOR DETAILS). THE SOUTHERN COMPANY,
         ATLANTA, GEORGIA Reel & Frame Number: 8186/0791 Date Transaction
         Recorded: Nov. 18, 1997 ASSIGNMENT OF ASSIGNOR'S INTEREST (SEE
         DOCUMENT FOR DETAILS) SOUTHERN DEVELOPMENT AND INVESTMENT GROUP, INC.,
         THE 333 PIEDMONT AVENUE ATLANTA, GEORGIA 30308 Reel & Frame Number:
         8800/0972 Date Transaction Recorded: Apr. 29, 1998 ASSIGNMENT OF
         ASSIGNOR'S INTEREST (SEE DOCUMENT FOR DETAILS). SOUTHERN

<PAGE>   30


         COMPANY ENERGY SOLUTIONS, INC. 241 RALPH MCGILL BLVD. ATLANTA, GEORGIA
         30308 Reel & Frame Number: 9138/0243. (LICENSED)

         22.   5,058,272, Oct. 22, 1991, Tool apparatus for applying large
         forces, Steube, Gary J., Pass Christian, Mississippi, Mississippi
         Power Company, Gulfport, Mississippi.

         23.   4,868,547, Sep. 19, 1989, Transformer alarm annunciator, Thomas,
         Clifford .1 Hephzibah, Georgia Johnson, John P., Evans, Georgia,
         Georgia Power Company, Atlanta, Georgia. (LICENSED)

         24.   4,833,917, May 30, 1989, Three-component velocity probe for large
         scale application, Wilson, Steve M., Birmingham, Alabama, Southern
         Company Services, Inc., Birmingham, Alabama. (LICENSED)

         25.   4,828,943, May 9, 1989, Battery having indicia for correcting
         specific gravity determination at varying electrolyte levels,
         Pritchard, Sue P., Birmingham, Alabama, Southern Company Services,
         Inc., Atlanta, Georgia. (LICENSED)

         26.   4,776,180, Oct. 11, 1988, Updraft integrated heat pump, Patton,
         Sr., James M., Gulfport, Mississippi Blackshaw, Andrew L., Dunwoody,
         Georgia Reid, Matthew S., Atlanta, Georgia Channell, Ray E., Decatur,
         Georgia Hogan, James T., Roswell, Georgia McGuffey, Jerry O., Stone
         Mountain, Georgia, Mississippi Power Company, Gulfport, Mississippi.

         27.   4,647,296, Mar. 3, 1987, Spacers for straightening warped
         precipitator curtains, Tuck, Morris B., Pascagoula, Mississippi,
         Mississippi Power Company, Gulfport, Mississippi. (LICENSED)

         28.   4,598,557, Jul. 8, 1986, Integrated heat pump water heater,
         Robinson, Glen P., Atlanta, Georgia Blackshaw, Andrew L., Dunwoody,
         Georgia, Southern Company Services, Inc., Atlanta, Georgia.

         29.   4,497,630, Feb. 5, 1985, Kit for teaching characteristics and use
         of Electrical devices, Oliver, Roland A. G., Tuscaloosa, Alabama,
         Alabama Power Company, Birmingham, Alabama.

         30.   4,252,398, Feb. 24, 1981, Electric power meter, Avara, Teddy W.,
         Clinton, Michigan Dixon, James A., Clinton, Michigan, Mississippi
         Power and Light Company, Jackson, Michigan a part interest.


C.       Joint Patents

         None.

<PAGE>   31


                                    EXHIBIT B
                                "LICENSED MARKS"
                                 (SECTION 1.12)


SOUTHERN ENERGY

All marks incorporating "SOUTHERN ENERGY"

TRIANGLE LOGO

ENERGY TO SERVE YOUR WORLD

SOUTHERN COMPANY ENERGY MARKETING

SOUTHERN COMPANY







<PAGE>   32




                                    EXHIBIT C
                      "LICENSED SOUTHERN ENERGY TECHNOLOGY"
                                 (SECTION 1.13)






<PAGE>   33



                                    EXHIBIT D
                         "LICENSED SOUTHERN TECHNOLOGY"
                                 (SECTION 1.14)






<PAGE>   34



                                    EXHIBIT E
                       "SOUTHERN ENERGY OWNED TECHNOLOGY"
                                 (SECTION 1.23)



1.       Southern Company Energy Marketing Technology



<PAGE>   35



                                    EXHIBIT F
                    "SUBLICENSED SOUTHERN ENERGY TECHNOLOGY"
                                 (SECTION 1.26)







<PAGE>   36



                                    EXHIBIT G
                        "SUBLICENSED SOUTHERN TECHNOLOGY"
                                 (SECTION 1.27)