AMENDED AND RESTATED
                          GENERAL PARTNERSHIP AGREEMENT
                                       FOR

                        NEVADA COGENERATION ASSOCIATES #1

                                 BY AND BETWEEN

                          BONNEVILLE NEVADA CORPORATION

                                       AND

                    TEXACO CLARK COUNTY COGENERATION COMPANY




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                                TABLE OF CONTENTS

                                   ARTICLE I.

                            FORMATION OF PARTNERSHIP

A.       Formation of Partnership                                       
B.       Purposes                                                       
C.       Name and Principal Place of Business                           
D.       Term                                                           


                                   ARTICLE II.

                           CONTRIBUTION OF THE PARTIES

A.       Initial Capital                                                
B.       Additional Funding                                             
C.       Ownership Interest                                             
D.       Capital Accounts                                               
E.       Loan Account                                                   


                                  ARTICLE III.

                            MANAGEMENT AND OPERATIONS

A.       Management of the Partnership                                  
B.       The Executive Director and Other Officers                      
C.       Day to Day Management by Executive Director                    
D.       Management Committee                                           
E.       Insurance                                                      
F.       Restrictions on the Partners;  Acts Requiring Unanimous
         Vote of the Management Committee                               
G.       Reimbursement of Expenses                                      


                                   ARTICLE IV.

                                   TAX MATTERS


A.       Considered a Partnership                                       
B.       Allocation                                                     
C.       Preparation of Tax Returns                                     
D.       Tax Matters Partner                                            
E.       Section 754 Election                                           

                                    ARTICLE V
                                  DISTRIBUTIONS

A.       Distributions                                                  

                                   ARTICLE VI.

                             ACCOUNTING AND RECORDS

A.       Books and Records                                              
B.       Reports                                                         
C.       Fiscal year                                                     
D.       Bank Accounts                                                   

                                  ARTICLE VII.

                        TRANSFER OF PARTNERSHIP INTERESTS

A.       Restrictions on Transfer                                        
B.       Right of First Refusal                                          
C.       Mortgage of Partnership Interest                                
D.       General Transfer Provisions                                     
E.       Compliance                                                      
F.       Prohibited Transfers                                            
G.       Repurchase of TCCCC's Interest in the Partnerships              
H.       Termination in Event of Delayed Startup                         



                                  ARTICLE VIII.


                              DEFAULTS AND REMEDIES

A.       Default of a Partner                                            
B.       Buy-Sell Procedure at Option of the Non-Defaulting Partner      

                                   ARTICLE IX.

                      RESOLUTION OF DISPUTES - ARBITRATION

A.       Subjects of Arbitration                                         
B.       Agreement to Arbitrate                                          
C.       Submission to Arbitration and Selection of Arbitrators            
D.       Arbitration Procedure                                             
E.       Successor Arbitrators                                             
F.       Cost of Arbitration                                               

                                   ARTICLE X.

            CONTRIBUTIONS TO PARTNERSHIP AND LIABILITIES OF PARTNERS

A.       Contributions                                                     
B.       Indemnification                                                   

                                   ARTICLE XI.

                           DISSOLUTION AND WINDING UP

A.       Dissolution                                                       
B.       Winding Up                                                        
C.       Compliance with Timing Requirements of Regulations                
D.       Rights of Partners                                                
E.       Waiver of Partition                                               


                                  ARTICLE XII.

                               GENERAL PROVISIONS

A.       Integration                                                       
B.       Interpretation                                                    
C.       Negotiation and Enforcement of Contracts with Partners            
D.       Force Majeure                                                     
E.       Successors and Assigns                                            
F.       Severability                                                      
G.       Amendments and Waivers                                            
H.       Remedies                                                          
I.       Binding Nature of This Agreement                                  
J.       Construction                                                      
K.       Time                                                              
L.       Headings                                                          
M.       Incorporation by Reference                                        
N.       Additional Documents                                              
O.       Variation of Pronouns                                             
P.       Counterpart Execution                                             
Q.       Notices                                                           
R.       Maintaining "Qualified Facility" Status                           




<PAGE>
                THIS  AMENDED  AND  RESTATED   GENERAL   PARTNERSHIP   AGREEMENT
(hereinafter  referred to as  "Agreement")  is made and  entered  into as of the
1stday of  November,  1990,  by and between  TEXACO  CLARK  COUNTY  COGENERATION
COMPANY, a Delaware  corporation,  (hereinafter referred to as "TCCCC", a wholly
owned subsidiary of TEXACO INC., a Delaware  corporation,  (hereinafter referred
to as "TI" and Bonneville Nevada Corporation, a Nevada corporation, (hereinafter
referred to as "Bonneville"),  a wholly-owned  subsidiary of Bonneville  Pacific
Corporation,  a Delaware corporation,  (Hereinafter referred to as "BPC"). TCCCC
and Bonneville are each hereinafter  referred to individually as a "Partner" and
collectively as "Partners".  TI and BPC are each hereinafter  sometimes referred
to individually as "Parent".

                               W I T N E S S E T H

1.   WHEREAS,   Bonneville  and  Bonneville  General  Corporation   (hereinafter
     "Bonneville General"), a Utah corporation and a wholly-owned  subsidiary of
     BPC have entered into a General Partnership Agreement dated October 8, 1990
     ("Partnership  Agreement"),  whereby a Utah general  partnership was formed
     ("Partnership")  for the  purpose of  designing,  constructing,  owning and
     operating a Cogeneration facility (hereinafter referred to as "Cogeneration
     Facility")  which  cogeneration   facility  is  a  qualifying  facility  as
     described in the Public  Utility  Regulatory  Policies Act of 1978, and the
     regulations promulgated thereunder, all as amended (hereinafter referred to
     as   "PURPA"),    to   be   located   at   Georgia-Pacific    Corporation's
     ("Georgia-Pacific")  gypsum plant in Clark County,  Nevada, for the purpose
     of (1) selling  electric  energy and capacity  (hereinafter  referred to as
     "electric power") to (a) Nevada Power Company  (hereinafter  referred to as
     "Nevada  Power") and (b) any other  entity  (subject to limits of state and
     federal law) and (2) selling thermal energy to (a)  Georgia-Pacific  and/or
     (b) to any other entity; and

2.   WHEREAS,  TCCCC and  Bonneville  have  agreed to jointly  own,  operate and
     Contract  for any future  expansions  of the  Cogeneration  Facility on the
     Georgia-Pacific project site; and

3.   WHEREAS,  TCCCC has  purchased  from  Bonneville  General its fifty percent
     (50%)  interest  leaving  Bonneville  and TCCCC,  each with a fifty percent
     general   partnership   ownership   interest  in  said   Partnership   (the
     "Partnership  Interest" or  "Ownership  Interest")  and leaving  Bonneville
     General with no interest therein;

4.   WHEREAS,  Texaco Gas  Marketing  Inc.,  a Delaware  corporation  ("TM") and
     Texaco Producing Inc., a Delaware  corporation ("TIP") both a subsidiary of
     Texaco Inc.,  Texaco  Cogeneration and Power Company,  a division of Texaco
     Inc.,   ("TCP"),   Bonneville   and  BPC  have  executed  a  Memorandum  of
     Understanding  dated October 5, 1990 (the "MOU")  specifying the commercial
     terms  and  conditions  by  which  TCCCC  was to  acquire  the  Partnership
     Interest, and it is the intention of the parties hereto that this Agreement
     hereby  incorporates,  supersedes and takes  precedence  over said MOU with
     respect to the subject matter hereof;

5.   WHEREAS,  pursuant  to the  terms of the  MOU,  Bonneville  and  TGMI  have
     negotiated the Partnership will execute concurrently with this Agreement, a
     Gas Supply Agreement and Fuel Management Agreement;

6.   WHEREAS,  The Partners desire to revise and restate the previously executed
     Partnership  Agreement by and between Bonneville and Bonneville General and
     it is the  intention  of the  parties  hereto  that this  Agreement  hereby
     supersedes and takes precedence over said Partnership Agreement.

     NOW,  THEREFORE,  IN  CONSIDERATION  OF THE MUTUAL COVENANTS AND AGREEMENTS
CONTAINED  HEREIN,  THE PARTIES HERETO AGREE THAT THE  PARTNERSHIP  AGREEMENT IS
HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS;

                                   ARTICLE I.

                            FORMATION OF PARTNERSHIP.

A.   Formation  of  Partnership.  Bonneville  and TCCCC hereby  acknowledge  the
     formation of a general partnership between them under the provisions of the
     Uniform Partnership Act of the State of Utah.

B.   Purposes.

1.   The primary  purpose of the Partnership is to design,  construct,  own, and
     operate the Cogeneration Facility in order to:

     a. Provide  electric  power for Nevada  Power  Company and any other entity
with  which  the  Partnership  may  contract  to  deliver  lactic  power;   Make
Bonneville's capital contributions and treat such contributions as a loan to the
Partnership, secured by Bonneville's Ownership Interest, as defined in paragraph
C., below; and

     b. Provide thermal energy required for Georgia-Pacific or any other thermal
host acceptable under PURPA ("Thermal  Hosts) at the same or different  location
to which the Partnership may choose to relocate the Cogeneration Facility; and

     c. Cause said Cogeneration Facility to qualify and continue as a qualifying
Cogeneration  facility  exempted from specific federal and state  regulations by
Federal Energy  Regulatory  Commission  regulations  issued under Section 210 of
PURPA.

2.      Further, it is the intent of the Partners that the Partnership:

     a. Carry on any business  whatsoever  that it may deem proper or convenient
in connection  with any of the foregoing  purposes or otherwise,  or that it may
deem  calculated,  directly  or  indirectly,  to improve the  interests  of this
partnership.

     b. Have and  exercise  the power to do all things  specified in the Uniform
Partnership Act; and

     c. Have and exercise all powers conferred by the laws of the State of Utah,
as such laws are now in effect or may at any time hereafter be amended.

3.       Anything  in the  foregoing  statement  of  purposes  to  the  contrary
         notwithstanding,  it is specifically  agreed that the Partnership shall
         not dedicate any of its property,  including the Cogeneration Facility,
         to the  service  of the  public  or any  portion  thereof  as a  public
         utility.  Any  service  rendered  by the  Partnership  for the  sale of
         electric  power or  thermal  energy  shall be  limited  to sales  under
         specific contract, terminable in accordance with the terms thereof, and
         at prices  specifically  set forth or determined by formula therein and
         in a  manner  that  does  not  adversely  affect,  from  the  Partners'
         standpoint,   the  qualifying   facility  status  of  the  Cogeneration
         Facility.

C.   Name and Principal Place of Business.  The business of the Partnership will
     be  conducted  under  the  name  of  Nevada   Cogeneration   Associates  #1
     (hereinafter  referred  to as "NCA1") and its  principal  place of business
     shall be maintained at 257 East 200 South,  Suite 800, Salt Lake City, Utah
     84111.  The  principal  place of business may be changed from time to time,
     and  other  places of  business  may be  established  by  actions  taken in
     accordance with provisions of this Agreement that govern  management of the
     Partnership's  business and affairs.  Each Partner shall execute and timely
     file all requisite statements of doing business under a fictitious name and
     execute,  record and maintain in currently effect statements of partnership
     or other documentation in the form and locations as required by law.

D.   Term.  The  Partnership  commenced  as of  October  8,  1990  and  shall be
     dissolved and its affairs wound up,  unless  sooner  dissolved  pursuant to
     this Agreement, on the later of April 30, 2023, or the date the Partnership
     elects to cease operating the Cogeneration Facility. ARTICLE II.

                          CONTRIBUTIONS OF THE PARTIES

A.   Initial  Capital.  The  Partners  have  determined  the  amount of  capital
     initially required To be contributed to make the construction and operation
     of the Cogeneration Facility financially viable (hereinafter referred to as
     "Initial Capital").  Monetary contributions and percentage interests of the
     Partners upon execution of this Agreement are set forth Exhibit A, attached
     hereto.

1.   Bonneville  has  assigned  or  will  assign  to  the  Partnership  for  the
     Partnership  for the  Partnership's  benefit,  subject to the provisions of
     paragraph 2 below,  certain  identified  no-cash  contributions,  including
     certain  agreements,  licenses and permits as identified on Exhibit B. Such
     contributions shall specifically  exclude rights to bid contemplated in the
     Amended and Restated  Business  Agreement  on paragraph  12, page 10, dated
     September 12, 1989 between  Georgia-Pacific  and  Bonneville.  The non-cash
     contributions  include  expenditures and agreements that carry  obligations
     and liabilities, which are to be assumed by the Partnership.

2.   Bonneville shall retain in its name for the benefit of the Partnership such
     permits,   licenses   and/or   other   rights  as  would  be  difficult  or
     disadvantageous  to  transfer  to the  Partnership  until  such time as the
     Partners agree that it is possible and preferable to transfer such permits,
     licenses and/or other rights to the  partnership.  Such permits,  licenses,
     and/or other rights not assigned to the  Partnership  shall be dedicated by
     Bonneville to the exclusive use of the Partnership and held in escrow by an
     agent of the Partnership at a time and place as set forth by the Management
     Committee  for the  benefit  of the  Partnership  Interest  in the event of
     default  by  Bonneville  as  described  in  Article  VIII.,  "DEFAULTS  AND
     REMEDIES,"  below.  Bonneville  shall not  sell,  pledge,  assign,  loan or
     otherwise  encumber  such  permits to any other  party  without the express
     written consent of TCCCC, except as required for Financing the Cogeneration
     Facility.  The  partnership  will  indemnify,  defend  and hold  Bonneville
     harmless from any and all claims, costs, loss or liabilities resulting form
     any partnership's action (s) or inactions of the Partnership  regarding the
     permits.

3.   Bonneville  shall  continue to use diligent  efforts until such time as all
     assignable rights, title and interest have been assigned to the Partnership
     and shall  attempt to  accomplish  this  within  ninety (90) days after the
     execution date of this Agreement.  To the best of  Bonneville's  knowledge,
     Exhibit  B  contains  all  permits,  licenses  and  other  rights  held  by
     Bonneville  for the  benefit of the  Cogeneration  Facility or which may be
     obtained  in the name of  Bonneville  for the  benefit of the  Cogeneration
     Facility. If any permits, licenses or real property rights required for the
     Cogeneration  Facility are later  obtained by the partners and found not to
     be listed  in  Exhibit  B, such  shall be  transferred  to the  Partnership
     without charge except for out of pocket costs incurred in the transfer.

4.   Additional  Funding.  The  Partners  shall  attempt to obtain  non-recourse
     Financing  (the   "Financing")  for  the   Cogeneration   Facility  in  the
     approximate amount of One Hundred Seven Million Dollars ($107,000,000). The
     Partners shall provide all reasonably  necessary guarantees and assurances,
     provided  that the Partners  acknowledge  that the  foregoing is subject to
     further  approval by their  respective  Board of  Directors in such board's
     sole discretion. Upon the close of Financing for the Cogeneration Facility,
     the  Partnership  shall  remit  development  fees,  repayment  of loans for
     project construction work in progress and other payments to the partners as
     agreed  upon by the  Partners.  The  Partnership  shall  attempt to acquire
     equipment for the Cogeneration  Facility on extended payment terms or other
     financing terms acceptable to the Partners.  The Partnership shall exercise
     its best  efforts to obtain any  letters of credit  required to obtain such
     extended payment of financing terms.  Upon unanimous vote by the Management
     Committee in  accordance  with Article  III,  paragraph F, the  Partnership
     shall  reimburse  the Partners  from the Financing for any advances made to
     the Partnership under this paragraph.

     1. All working  capital  contributions  of TCCCC and Bonneville made to the
Partnership  prior to  obtaining  Financing  shall  be in the form of an  equity
contribution, and such contribution may be recovered with proceeds obtained from
draws from the Financing for the project.

     2. Working capital, in excess of the funds being provided by the Financing,
required by the  Partnership  shall be provided by equity  contributions  of the
Partners upon the unanimous approval of the Management Committee.  Specifically,
the Partners  shall share on going,  third party  development  costs or expenses
incurred on the Partnership's behalf on an equal basis.

     3. All capital  contributions  shall be made in pro rata shares  based upon
each Partner's ownership interest in the Partnership.

     4. Failure by TCCCC to honor its capital  contribution  obligations  within
thirty (30) days after written  notification  by the  Partnership  shall entitle
Bonneville to the following:

a.   Bonneville  may  make  TCCCC's   capital   contributions   and  treat  such
     contributions  as a loan to the Partnership,  secured by TCCCC's  Ownership
     Interest, as defined in paragraph C., below; and

b.   Bonneville may assume day-to-day management of the Partnership.


     5.  Failure by  Bonneville  to honor its capital  contribution  obligations
within  thirty (30) days after written  notification  by the  Partnership  shall
entitle TCCCC to the following:

a.   TCCCC  may  make   Bonneville's   capital   contributions  and  treat  such
     contributions  as a  loan  to  the  Partnership,  secured  by  Bonneville's
     ownership Interest, as defined in paragraph C., below; and

b.   TCCCC may assume day-to-day management of the Partnership.

C.   Ownership Interest. The term "Ownership 'Interest" means all of a Partner's
     rights and  interests  in the  Partnership.  Subject to the  provisions  of
     ARTICLE  VIII,  Defaults and  Remedies,  each  Partner  shall have an equal
     Ownership  Interest  in the  Partnership.  Both TCCCC and  Bonneville  have
     contributed cash and non-cash  contributions  to the  Partnership.  For all
     value  added on  formation  of the  Partnership,  both  cash and  non-cash,
     TCCCC's and Bonneville's  ownership Interests in the Partnership shall each
     be fifty percent (50%). Said Ownership  Interests shall be reflected in the
     Capital Accounts of the Partnership as referenced below in paragraph D.

D.   Capital Accounts.  Partnership  capital  transactions  shall be recorded in
     individual capital accounts (hereinafter referred to as "Capital Accounts")
     established and maintained for each Partner.  Such Capital Account shall be
     1) increased by: a) its share of any additional capital contributions,  and
     b) its share of Partnership  profits,  and 2) decreased by: a) its share of
     Partnership  losses,  b) any  withdrawals  or  distributions  of initial or
     additional capital contributions, c) any distributions of Partnership cash,
     and d) any other distributions made to the Partners.

E.   Loan Account.  A Loan Account shall be established  and maintained for each
     Partner  separate from the Partner's  Capital  Account.  Loans made by each
     Partner to the Partnership will be credited to that Partner's Loan Account.
     Loans by the  Partnership  to a Partner shall be debited to that  Partner's
     Loan Account. Interest on, and repayment terms and conditions for, advances
     through the Loan Accounts shall be determined by the  Management  Committee
     referred  to in ARTICLE  III;  provided,  however,  that if the  Management
     Committee is unable to agree,  then the  interest  shall be at the floating
     prime rate  established  by the Bank of  America,  NT & SA, San  Francisco,
     California, in effect from time to time. A credit balance in the Partner' s
     Loan  Account  shall  constitute  a liability  of the  Partnership  to that
     Partner;  it shall not constitute a part of that Partner's Capital Account.
     A debit balance in a Partner's Loan Account shall  constitute an obligation
     of that Partner to the  Partnership and shall not constitute a part of that
     Partner's Capital Account.


                                  ARTICLE III.
                           MANAGEMENT AND OPERATIONS.

     A.  Management of the  Partnership.  Each of the Partners  shall have equal
rights in the management of the business of the  Partnership  and shall exercise
such  rights  through  a  management  committee   (hereinafter  referred  to  as
"Management Committee") consisting of two representatives from each Partner.

     B. The Executive Director and other Officers.  The Executive Director shall
be appointed by the Management Committee to direct the day-to-day  activities of
the  Partnership,  as defined in  paragraph  C.  below,  prepare  the agenda for
Management  Committee  meetings,  assure that all  contracts  and  payments  for
supplies and services  rendered are  conducted in an "arm's  length"  fashion in
accordance with Article XII,  paragraph C., and perform only such duties as from
time to time may be directed by the Management Committee. The Executive Director
shall be an employee of either Partner on loan to the Partnership. The Executive
Director shall be officed at the  Partnership's  principal  place of business as
stated in Article I,  paragraph C. Both Partners  understand  and agree that the
Executive  Director and all other officers so assigned to the Partnership have a
fiduciary  duty to the  Partnership  and, as such,  will  preserve,  protect and
defend the subject matter of the Partnership.  The Management Committee may also
appoint  additional  officers,  such as a Secretary and a Treasurer" as it deems
necessary  and  desirable,  who shall  perform such  functions and duties as the
Management Committee may, from time-to-time,  direct. The Executive Director and
any other officer may be removed at any time by unanimous vote of the Management
Committee for any reason and by any Partner for reasonable cause,  provided that
if the other Partner objects to such removal,  reasonable  cause for the removal
shall be determined by arbitration under the provisions of Article IX.

     C. Day-to-Day  Management by Executive Director.  Subject to supervision of
the Management Committee, and the limitations and restrictions set forth in this
Agreement,  including,  without limitation, those set forth in this Article III,
the Executive  Director  shall act on behalf of the  Partnership  in all matters
affecting the day-to-day  management and  supervision of the Partnership and its
business affairs,  including  implementing the then applicable Business Plan, as
defined below, and shall have all rights and powers  generally  conferred by law
or otherwise necessary,  advisable or consistent  therewith.  In addition to any
other rights and powers,  the  Executive  Director  may  exercise the  following
specific  rights and powers  without any further  consent of the Partners  being
required,  except to the extent provided in paragraph F. below: 1. To expend any
monies of the  Partnership  to the extent  permitted  by this  Agreement  and in
accordance with the then applicable Business Plan;

         2.       To ask for, collect and receive any rents,  issues and profits
                  or income from any property of the Partnership, or any part or
                  parts thereof, and to disburse Partnership funds in accordance
                  with the approved Business Plan and this Agreement.

         3.       To purchase  from or through  others,  contracts of liability,
                  casualty  or  other   insurance  for  the  protection  of  the
                  properties or affairs of the  Partnership or the Partners,  or
                  for any  business  purpose  convenient  or  beneficial  to the
                  Partnership as instructed by the Management Committee;

         4.       To pay all taxes,  licenses or assessments of whatever kind or
                  nature imposed upon or against the Partnership or the Project,
                  and for such  purposes  to make such  returns and do all other
                  such acts or things as may be deemed  necessary  and advisable
                  by the Partnership. Since TCCCC is the tax matters partner, as
                  defined in Article IV.  "TAX  MATTERS"  below,  TCCCC shall be
                  responsible for preparing said returns with the assistance and
                  review of the Executive Director.

         5.       To establish, maintain and supervise the deposit of any monies
                  or  securities  of  the  Partnership  with  federally  insured
                  banking institutions or other institutions, in accounts in the
                  name of the Partnership  with such  institutions as instructed
                  by the Management Committee;

6.                With  the  unanimous  vote  of the  Management  Committee,  to
                  institute,  prosecute,  defend, settle, compromise and dismiss
                  lawsuits or other  judicial or  administrative  proceedings or
                  arbitration  proceedings  brought  on  or  in  behalf  of,  or
                  against,  the  Partnership or the partners in connection  with
                  activities  arising out of,  connected  with or  incidental to
                  this Agreement,  and to engage counsel or others in connection
                  therewith;

         7.       To  execute  for and on  behalf of the  Partnership,  and with
                  respect to the Project,  all such applications for permits and
                  licenses  as he/she  deems  necessary  and  advisable,  and to
                  execute  and  cause  to  be  filed  and   recorded   all  such
                  subdivision,  parcel or similar  maps  covering or relating to
                  the Project deemed advisable;

         8.       To perform  all  ministerial  acts and duties  relating to the
                  payment of all  indebtedness,  taxes and assessments due or to
                  become due with regard to the  Cogeneration  Facility,  and to
                  give and receive  notices,  reports  and other  communications
                  arising  out  of  or  in   connection   with  the   ownership,
                  indebtedness or maintenance of the Project; and

         9. To conduct the affairs of the Partnership as specifically  set forth
herein.

D.       Management Committee.

         1. The Management  Committee  shall meet as often as any member thereof
reasonably  determines  is  necessary.  -Members  may  participate  in  meetings
personally or telephonically. Records of proceedings of the Management Committee
shall be prepared by the  Executive  Director or Secretary and shall be approved
by the Management Committee members.

         2. At least five (5) days advance written notice of each meeting of the
Management  Committee  shall be  provided  to each  member,  unless a member not
receiving advance notice waives the advance notice  requirement.  The Management
Committee  shall act upon the majority vote of a quorum of its members  properly
attending a duly convened  meeting of the Committee,  except when unanimous vote
of the Management Committee is required as provided elsewhere in this Agreement.
Members of the  Management  Committee may designate an alternate for the purpose
of votes and  attendance.  The  Management  Committee  may also take any  action
permitted to be taken herein at a meeting of the Committee,  by written  consent
joined in by all of the members of the Committee.

         3. The Management  Committee shall make all policy and general business
decisions of the Partnership  and shall  supervise the day-to-day  activities of
the Executive  Director.  The Management  Committee shall hear progress  reports
from the  Executive  Director and the Partner and  employees of the Partners who
are  engaged  in  conduct  of the  Partnership's  business,  and the  Management
Committee  shall instruct each Partner as necessary and proper in conducting the
Partnership's  business.  The responsibilities of the Management Committee shall
include, among other things, action of the following matters:

a.       Adoption of significant policies.

b. Approval of distributions of Partnership cash.

c.                c.  Voluntary  prepayment  or  extension  of debt  incurred to
                  purchase,   construct,   refinance,  develop  or  operate  the
                  Partnership facilities.

d.                The   selection,   removal,   and  changes  in  authority  and
                  responsibility  of the  Executive  Director,  operator  or any
                  other Partnership  officers and the operations as provided for
                  in the operations and Management Agreement

e.                The selection of lawyers, accountants, independent third party
                  auditors,   bankers,   investment   bankers   and  any   other
                  consultants or employees.

f. Any loans or other forms of indebtedness by the Partnership to the Partners.

         g.       Approval of any press release by the Partnership.

         h.       Engaging in any  business on behalf of the  Partnership  other
                  than that referred to in Article I, paragraph B.

         i.       Appointment  of select  subcommittees  to  facilitate  problem
                  resolution and technical liaison functions. Such subcommittees
                  shall  report  directly  to and shall be under  the  exclusive
                  control of the Management Committee.  Initially there shall be
                  appointed   by  the   Management   Committee   the   following
                  subcommittees: 1) Legal Contracts; 2) Finance; and 3)
                  Operations-Engineering.

         4. The Management  Committee  shall  determine  whether a Business Plan
will be prepared by the Executive  Director on a quarterly or semiannual  basis.
At least fifteen (15) days prior to' the first Management  Committee  meeting of
each quarter or half-year as determined by the  Management  Committee,  at which
such Business Plan will be considered,  the Executive Director shall prepare and
distribute  for the  consideration  and approval of the  Management  committee a
Business Plan for the next quarter or  half-year,  as  applicable.  The Business
Plan shall be  approved  by  unanimous  vote of the  Management  Committee.  The
Executive Director without the prior unanimous vote of the Management  Committee
shall make no material changes or departures from any item in the Business Plan.
The  Executive  Director or  Treasurer,  or his  designee,  shall  report to the
Management  Committee  during the same meeting on the Business Plan, the current
and/or forecasted  financial status of the Partnership funds and Financing.  The
Business Plan shall include the following:

a.   A narrative description of any activity proposed to be undertaken;

b.   a projected annual income statement (accrual basis) on a quarter-by-quarter
     basis;

c.   a projected balance sheet as of the end of the period;

d.   a schedule of projected  operating cash flow (including  itemized operating
     Revenues, Project costs and Cogeneration Facility expenses) for such fiscal
     year on a  quarter-by-quarter  basis,  including  a schedule  of  projected
     operating deficits, if any, and a calculation of debt service ratios;

e.   A  description  of any  proposed  construction  and  capital  expenditures,
     including projected dates for commencement and completion of the foregoing;

f.   A development  schedule  identifying the projected  development  periods as
     well as the times for completion of the various  stages of the  development
     of Cogeneration Facility and the costs attributable to each such stage;

g.   A description  of the proposed  investment of any funds of the  Partnership
     which are (or are expected to become) available for investment;

h.   A description of any proposed sale of the Project;

i.   Description,  including  the identity of the  recipient  (if known) and the
     amount and purpose,  of all fees and other payments proposed or expected to
     be  paid  for  professional  services  and,  if a fee  or  payment  exceeds
     @?50,000, for other services rendered to the Partnership by third parties;

j.   A detailed description of such other information,  plans, maps,  contracts,
     agreements  or other  matters  that are  reasonably  necessary  in order to
     inform the  Management  Committee of matters  relevant to the  development,
     operation, management and sales of the Cogeneration Facility or any portion
     thereof or to enable the Management  Committee to make an informed decision
     with respect to its approval of such  Business Plan or as may be reasonably
     desired by the Management Committee; and

k    Any other  matters  with respect to the  operation  and  management  of the
     Partnership  that the Executive  Director  determines  to include  therein,
     provided  that such  Business  Plan  shall not  include  any  proposal  for
     additional working,  development or pre-construction  capital contributions
     from the Partners for the purpose of additional financing or refinancing of
     the Cogeneration Facility (any such proposal shall be separately considered
     by the  Management  Committee and shall  require the unanimous  vote of the
     Committee pursuant to paragraph F below).

E.   Insurance.  The Executive Director shall at the direction of the Management
     Committee  procure and  maintain,  or cause to be procured  and  maintained
     insurance  sufficient to enable the  Partnership to comply with  applicable
     laws, regulations and requirements. If requested by the other Partners, the
     Executive  Director  shall furnish the Partners,  no less  frequently  than
     annually,   a  schedule  of  such  insurance  and  copies  of  certificates
     evidencing the same.

F.   Restrictions  on  the  Partners:  Acts  Requiring  Unanimous  Vote  of  the
     Management  Committee.  Notwithstanding  anything in this  Agreement to the
     contrary,  the following acts shall require approval by a unanimous vote of
     the Management Committee and neither the Executive Director nor any Partner
     shall have any authority to do any of the  following  acts on behalf of the
     Partnership without the unanimous vote of the Management  Committee (except
     to the extent that the matter in question is included  in, and budgeted for
     or permitted by, the then effective Business Plan):

1.   Sale or encumbrance of all or a major portion of the Partnership's assets.

2.   Adoption of a quarterly and/or semi-annual business plan And budget for the
     Cogeneration Facility's operations.

3.   Executing additional or modifying existing contracts (i.e., those for fuels
     management, natural gas sales., etc.).

4.   Expenditures above the Cogeneration Facility's approved budget.

5.   Any  indebtedness  not  approved in the  Cogeneration  Facility's  Business
     Plan(s) and/or budget.

6.   Admission of a new general partner to the Partnership.

7.   Tax decisions or elections of the Partnership.


8    All  distributions  and  returns  of  capital  to  the  Partners  from  the
     Partnership.

9.   All  decisions  regarding  the  composition  of fuel  supply  to be used or
     acquired for the Cogeneration Facility.

10.  Dissolution of the Partnership.

11.  All cash flows to or from the Partners from Financing.

12.  All decisions regarding changes to be made to the Facility (i.e.,  locating
     a new thermal host) so that the qualified  facility  status under PURPA can
     be maintained.

13.  Changing the principal  place of business as stated in Article I, paragraph
     C.

14.  Removal of the Executive  Director and any other officer as provided for in
     Article III, paragraph B.

15.  Selection  of outside  independent  auditors  as required by lenders or for
     other independent audits as desired by the Management Committee.

Notwithstanding  the above,  the  Executive  Director has the right to take such
actions as it, in its reasonable judgment, deems necessary for the protection of
life  or  health  or the  preservation  of  Partnership  assets  if,  under  the
circumstances,  in the good faith estimation of the Executive Director, there is
insufficient time to allow the Executive  Director to obtain the approval of the
Partners  or the  Management  Committee  to  such  action  and any  delay  would
materially increase the risk to life or health or preservation of assets.

G.  Reimbursement of Expenses.  The Partnership  shall reimburse each Partner or
any parent or  affiliate  of a Partner  for the  actual  cost,  both  direct and
indirect  and  properly   allocated   overhead,   incurred  in  pursuit  of  the
Partnership's  business  consistent with the provisions of this Agreement.  Such
expenses shall be deducted from the income of the Partnership in the same manner
as any other operating expense in determining profits Or losses-

         1. Without  limitation,  reimbursement  expenses  shall include  travel
         expenses and that portion of expenses incurred by a Partner to maintain
         and support on-site personnel who conduct Partnership  business that is
         reasonably  allocable  (based upon time records,  etc.) to the business
         and operations of the Partnership,  and non-reimbursable expenses shall
         include  any  expenses  attributable  to  any  Partner's   headquarters
         management and staff time to develop the Cogeneration Facility.

         2. The  Partnership  may agree upon a fixed rate,  which the management
         committee shall determine for such indirect cost and properly allocated
         overhead.  The  Management  Committee  shall agree upon an  appropriate
         method for  determining  any such actual costs and upon an  appropriate
         billing method.

  Each of the  Partners  shall have the right to audit the books and  records of
  any Partner,  its parent or any affiliate,  but only with respect to the costs
  of any employee which are charged to the Partnership pursuant to this section.
  This right to audit with respect to any such  employee  costs shall expire two
  (2) years  after the close of the  fiscal  year in which the  Partnership  was
  charged for such employee costs.  Each Partner may also take written exception
  to such employee  costs within such two (2) year period.  The cost of any such
  audit will be borne solely by the Partner requesting the audit.


                                   ARTICLE IV.
                                  TAX MATTERS.

A.  Considered  a  Partnership.  The  Partners  intend  that,  pursuant  to  the
provisions  of  Subchapter K of Chapter 1 of Subtitle A of the Internal  Revenue
Code of 198 6  (hereinafter  referred  to as "Code") , the  Partnership  will be
treated as a partnership for United States, state and local income tax purposes.
Specifically,  each Partner agrees not to make an election, as permitted by Code
Section 761, to be excluded from the application of the provisions of Subchapter
K. Each  Partner  also agrees not to give any  notices or take any other  action
inconsistent with the Partnership election.

B. Allocation.  All items of income,  gain,  loss,  deduction or credit shall be
allocated to each Partner on the basis of its Ownership  Interest" as defined in
Article II Section C, except,  (a) property  contributed to the Partnership by a
Partner,  for which depreciation,  depletion or gain or loss shall , pursuant to
"Code Section 704(c) and the attendant  regulations thereto, be shared among the
Partners  so as to take  account  of the  variation  between  the  basis  of the
property  to  the  Partnership  and  its  fair  market  value  at  the  time  of
contribution  and (b) tax credits  assigned by one Partner to the other; and (c)
as set forth in Article V, paragraph B.

C.  Preparation  of Tax  Returns.  The  Tax  Matters  Partner  shall  cause  the
preparation  and filing of United States,  state and local tax returns on behalf
of the Partnership. Any costs paid by the Tax Matters Partner including costs of
preparation  and the taxes and fees paid will be reimbursed by the  Partnership.
Each Partner agrees to furnish the Tax Matters Partner such  information as each
Partner may have which is required for the proper and timely preparation of such
returns.  on behalf of the  Partnership,  the Tax Matters Partner shall make the
following elections under the Code and the attendant regulations thereto and any
similar state statutes:

1.   To elect to adopt the calendar year as the annual accounting period.

2.   To elect to adopt the accrual method of accounting.

3.   To elect to compute the allowance for  depreciation  utilizing the shortest
     life  permissible  under  the  Accelerated  Cost  Recovery  System or other
     applicable depreciation system.

4.   To elect to amortize start-up  expenditures,  if any, over sixty (60) month
     period in  accordance  with  Code  Section  195(c)  and any  similar  state
     statutes; and

5.   To make such other elections as may be approved by the Partners;  provided,
     however,  that if such approval is not  achieved,,  then all such elections
     and  other  tax  decisions  shall  be  made  is  such  a way  as to  reduce
     Partnership  taxable  income  to  the  maximum  extent  possible  and  take
     deductions in the earliest taxable year possible.

D. Tax Matters Partner. TCCCC is hereby designated by each Partner to act as the
Tax Matters  Partner for purposes of  representing  the  Partnership  on all tax
matters and before all tax agencies.

E. Section 754 Election.  The  Partnership  shall,  if requested by any Partner,
make the election under Code Section 754.

                                   ARTICLE V.
                                 DISTRIBUTIONS.

         Partnership net cash from operations shall be allocated and distributed
regularly  to the  Partners in amounts  mutually  agreed  upon from  Partnership
operations  less the portion  thereof used to pay or establish  reserves for all
Partnership  expenses,  debt payments,  capital  improvements,  replacements and
contingencies, all as may be determined by the Partners (hereinafter referred to
as "Net Cash Distributions").

A.  Bonneville and TCCCC shall share in cash  distributions  and  allocations of
depreciation  expenses and other tax benefits from the Cogeneration  Facility on
an equal basis, except as provided below.

B.  Notwithstanding  paragraph  A.  above,  Bonneville  shall be  entitled  to a
sixty-six and two-thirds  percent (66 2/3%)  disproportionate  share of Net Cash
Distributions  and TCCCC  shall be  entitled  to a  thirty-three  and  one-third
percent (33 1/3%) share of Net Cash Distributions  until such time as 16 2/3% of
the  cumulative Net Cash  Distributions  equals  $2'f45d,000  ("Disproportionate
Increment").  The  $2,450,000  Disproportionate  Increment  will be increased by
$40,000 for each  $1,000,000  of  allocation  for tax exempt  financing  that is
obtained  over  and  above  the  first  $10  million  of /  'allocation  for the
Cogeneration Facility prior to the Cogeneration  Facility's commercial operation
date.

                                   ARTICLE VI.
                             ACCOUNTING AND RECORDS.

A. Books and Records.  The Executive Director shall keep at his or her of f ices
or at any other of f ice approved by unanimous vote of the Management  Committee
separate books of account for the Partnership.  Such books of account shall show
a true and accurate record of all costs and expenses incurred, all charges made,
all credits  made and  received and all income  derived in  connection  with the
operation of the  Partnership  business in accordance  with  generally  accepted
accounting  principles  consistently  applied.  In its  discretion the Executive
Director may cause  accountants  who are employees of the Executive  Director to
keep the  Partnership'  s books of account or the  Executive  Director  may hire
/third party  accountants to keep the Partnership's  books of account.  Expenses
chargeable  to the  Partnership  shall  include  only those  expenses  which are
reasonable  and  necessary  for the  ordinary  and  efficient  operation  of the
Partnership  business and the  performance of the obligations of the Partnership
under any leases or other agreements  relating to the Project or the business of
the  Partnership,  and are within  the  Business  Plan.  Contracts  between  the
Partnership  and a Partner  will not  violate  this  requirement  as long as the
contracts have been approved in accordance with Article III, paragraph F and are
in conformance  with Article XII,  paragraph C. Each Partner shall,  at its sole
expense,  have the right,  at any time without notice to the other,  to examine,
copy and audit the Partnership's books and records during normal business hours.

C.       Reports.

     1. The Executive  Director  shall be  responsible  for the  preparation  of
financial  Reports of the Partnership and the coordination of financial  matters
of the Partnership with the Partnership's  accountants.  Within ninety (90) days
after the end of each fiscal year and within  forty-five (45) days after the end
of any fiscal  quarter,  the Executive  Director  shall cause each Partner to be
furnished with a copy of the balance sheet of the Partnership as of the last day
of the applicable  period, and a statement of income or loss for the Partnership
for such  period,  which  shall be  prepared  from the books and  records of the
Partnership. The Partnership's annual statements shall be prepared in accordance
with generally accepted accounting principles  consistently applied and shall be
audited by a firm of independent public accountants of national standing, unless
the Management Committee,  by unanimous vote, shall determine that such audit is
not required. The Executive Director shall also cause to be prepared a statement
showing  any item of income,  deduction,  credit or loss  allocable  for federal
income taxes purposes pursuant to the terms of this Agreement. The Partnership's
quarterly financial statements shall be prepared on a basis generally consistent
with the audited annual financial statements.

2. At any  time any  Partner  may,  at the  Partner's  own  expense,  cause  the
Partnership' s
financial  statements  or  books  of  account  to be  reviewed  by  accountants,
auditors, attorneys or other authorized representatives of the Partner.

     D.. Fiscal Year. The fiscal year of the Partnership shall be from January I
through December 31, unless otherwise approved by the Partners.  As used in this
Agreement,  a fiscal year shall include any partial fiscal year at the beginning
and end of the Partnership term.

     E.  Bank   Accounts.   The   Executive   Director   shall  have   fiduciary
responsibility  for the  safekeeping  and use of all  funds  and  assets  of the
Partnership,  whether or not in the Executive Director's immediate possession or
control.  The funds of the Partnership shall not be commingled with the funds of
any Partner or any other person, and the Management  Committee shall not employ,
or permit any other  person to employ,  such funds in any manner  except for the
benefit  of the  Partnership.  The bank  accounts  of the  Partnership  shall be
maintained in the name of the  Partnership in such banking  institutions  as are
approved by the Management  Committee and withdrawals  shall be made only in the
regular  course of  Partnership  business  and as otherwise  authorized  in this
Agreement  on  such  signature  or  signatures  as the  Executive  Director  may
determine. All funds of the Partnership shall be invested in accordance with the
then applicable Business Plan.

                                  ARTICLE VII.
                       TRANSFER OF PARTNERSHIP INTERESTS.

A. Restrictions on Transfer. Except as expressly provided for in this Agreement,
no Partner may,  without the prior written  consent of the other Partner,  which
consent shall not be  unreasonably  withheld,  -mortgage  (except as provided in
paragraph  D.  below)  ,  pledge,   sell,   transfer  or  otherwise  dispose  of
("Transfer")  all or any portion of the  Partner's  Partnership  Interest or any
interest the Partner may have in any property of the  Partnership or withdraw or
retire from the Partnership.  Provided however, a Partner may, without the prior
written consent of the other Partner,  transfer its Partnership  Interest or any
interest it may have in any property of the Partnership to a wholly owned direct
or  indirect  subsidiary  of the  Partner or a wholly  owned  direct or indirect
subsidiary of the parent of a Partner.  Any such attempted Transfer,  withdrawal
or retirement not permitted hereunder shall be null and void.

B.       Right of First Refusal.

         If the other Partner  approves a proposed  Transfer or the prohibitions
contained  in  paragraph  A  above  are  determined  by  a  court  of  competent
jurisdiction to be unenforceable, then the Partner desiring to Transfer all or a
portion of its Partnership  interest shall send a notice ("Offering  Notice") to
the other  Partner(s) . The offering Notice shall be in writing and shall inform
the  non-transferring   Partner  of  the  transferring  Partner's  intention  to
effectuate  a Transfer.  The  Offering  Notice  shall  specify the nature of the
Transfer,  the  consideration  to be  received  therefor,  the  identity  of the
proposed purchaser (or lender, as the case may be), and the terms upon which the
transferring Partner intends to undertake such Transfer.

The  non-transferring  Partner(s) shall have the right to elect to purchase from
the transferring Partner all (but not less than all) of the Partnership Interest
referred  to in the  Offering  Notice at the same price and on the same terms as
specified in the Offering Notice for a period of thirty (30) days after the date
of the offering Notice (or the non  transferring  Partners) shall be entitled to
make the loan, if the same involves an encumbrance,  hypothecation  or mortgage,
upon the same terms on which said loan was to be made) by  delivering in writing
to the  transferring  Partner an offer to purchase (or loan) that portion of the
Partnership Interest of the transferring Partner covered by the Offering Notice.
If more than one  Partner  elects to so  purchase  (or  encumber),  the  offered
Partnership  interest  shall  be sold  to (or the  loan  shall  be made  by) the
electing  non-transferring  Partner(s)  in  proportions  that  their  respective
Percentage  Interests  bear to the  total  of the  Percentage  Interests  of all
electing non transferring Partners). Within forty-five (45) days thereafter, the
purchase by the non-transferring  Partner (s) of said Partnership interest shall
be consummated  on the terms and conditions set forth in the Offering  Notice of
the  transferring  Partner (or if the same involves a mortgage,  encumbrance  or
other hypothecation, the loan shall be consummated upon the terms and conditions
of the loan set forth in the Offering Notice).

If the  non-transferring  Partner  fails to elect to purchase  within the 30-day
period the transferring  Partner's Partnership Interest covered by such offering
Notice  (or to  elect  to make the loan  specified  therein),  the  transferring
Partner may undertake and complete the Transfer to any Person whose identity was
disclosed in the Offering  Notice.  The Transfer  shall not be  undertaken  with
respect to any portion of the transferring  Partner's Partnership Interest other
than as set  forth  in such  Offering  Notice,  at a lower  price  or upon  more
favorable  terms to the  purchaser  (or lender)  than  specified in the Offering
Notice.  If the  transferring  Partner does not consummate  such Transfer within
sixty  (60)  days  after the date of the  Offering  Notice,  or within  the time
scheduled for closing pursuant to the offering Notice,  whichever is later, then
all  restrictions  of this paragraph B shall apply as though no Offering  Notice
had been given.

     D.  Nothing in this  ARTICLE VII shall  preclude a merger,  sale of assets,
sale of stock,  consolidation,  combination or other corporate reorganization by
or of a  Partner  or a  corporation  which  on the date of this  Agreement  owns
directly or indirectly the stock of a Partner.

E.  Mortgage  of  Partnership   Interest.   Both  Partners  may  mortgage  their
Partnership Interests in order to obtain Financing.

F. General Transfer Provisions.  All Transfers shall contain an agreement by the
Transferee of its intention to accept the assignment and to accept and adopt and
be bound by all of the terms and provisions of this  Agreement,  as the same may
have been amended, and shall provide for the payment by the transferring Partner
of all reasonable  expenses  incurred by the Partnership in connection with such
assignment,  including,  without  limitation,  the necessary  amendments to this
Agreement to reflect such Transfer.  The transferring  Partner shall execute and
acknowledge all such instruments,  in form and substance  necessary or desirable
to  effectuate  such  Transfer.  In no event shall the  Partnership  dissolve or
terminate  (other than for tax purposes,  to the extent provided by the Code and
Regulations)  upon the admission of any Partner to the  Partnership  or upon any
permitted Transfer of an interest in the Partnership by any Partner.

     G.. Compliance. Notwithstanding anything to the contrary in this Agreement,
at law or in equity,  no  Partner  shall  Transfer  or  otherwise  deal with any
Partnership  interest  in a way that would  cause a default  under any  material
agreement to which the  Partnership  is a party or by which it is bound,  nor in
such a way to give a greater than fifty  percent (50%)  partnership  interest to
any public  utility  whether such  greater than 50-t  interest is created by the
single  transfer of a partner,  by a  combination  of  transfers by a Partner or
Partners,  or by the  corporate  structure of the  Partners  and/or their parent
companies.

     H.  Prohibited  Transfers.  Notwithstanding  this  ARTICLE VII or any other
applicable  paragraph  in this  Agreement,  no Partner  may at any time  assign,
convey, mortgage, pledge, sell, transfer, or otherwise dispose of all or part of
its  Ownership  Interest or interest in this  Agreement  to any person or entity
whose  ownership of an interest in the  Partnership or in this  Agreement  would
cause the Cogeneration Facility not to be a qualified  cogeneration facility, as
defined in, and pursuant to, PURPA.

     I.  Repurchase of TCCCC's  Interest in the  Partnerships..  At TCCCC's sole
option,  Bonneville  shall have the  obligation  to  repurchase  or caused to be
purchased,  TCCCC's Ownership Interest in the Partnership on the later of twenty
(20) years from the date of  commencement  of commercial  operations or December
31,  2011,  whichever  is  later,  at fair  market  value  as  determined  by an
independent appraiser agreed upon by TCCCC and Bonneville.

         1. In the event that the Partners cannot agree upon the appraiser, each
         shall select an appraiser and the two appraisers  shall select a third.
         In such event the fair  market  value  shall be an average of all three
         appraisals.

         2. In the event that  TCCCC  exercises  its  option,  Bonneville  shall
         release,  indemnify, defend and hold TCCCC harmless from any loss, cost
         or  liabilities  occurring  after the  repurchase  date relating to any
         failure by Bonneville under the Long Term Power Purchase  contract with
         Nevada Power or under the Business Agreement with  Georgia-Pacific  and
         its ancillary agreements, as described in Exhibit B attached hereto.

         3. Such release and indemnification  shall not apply to any liabilities
         resulting  from any  negligent or  intentional  act of TCCCC or for any
         liabilities resulting from any decisions made pursuant to the Agreement
         while TCCCC was a Partner.

J.. Termination in Event of Delayed Startup. If construction of the cogeneration
Facility has not commenced by October 31, 1991, then each Partner shall have the
option to offer  its  Partnership  Interest,  upon  written  notice to the other
Partner on or before December 31, 1991. The option price shall be based upon the
fair market value as determined by an independent  appraiser  agreed upon by the
Partners.  In the event the Partners  cannot agree upon an appraiser,  then each
shall  nominate one  appraiser  who shall select a third  appraiser.  The option
price shall be an average of all three  appraisals.  If the option  price is not
paid within ninety days, the provisions of Article XI shall apply.

                                  ARTICLE VIII.
                             DEFAULTS AND REMEDIES.

A.       Default of a Partner..  If any of the following events occur:

         1. The entry of a decree or order by a court having proper jurisdiction
in the  premises  adjudging a Partner  bankrupt or  insolvent,  or  approving as
properly filed a petition  seeking  reorganization,  arrangement,  adjustment or
composition or in respect of the Partner under any  bankruptcy,  insolvency,  or
other  similar law,  state or federal,  or  appointing  a receiver,  liquidator,
assignee, trustee, sequestrator (or other similar official) of the Partner or of
any substantial part of its property,  or ordering the winding up or liquidation
of its affairs,  and the continuance of any such decree or order unstayed and in
effect for a period of ninety (90) consecutive days; or

           2. The  institution  by a Partner of proceedings to be adjudicated as
bankrupt or insolvent,  or the consent by it to the institution of bankruptcy or
insolvency  proceedings  against  it, or the filing of a  petition  or answer or
consent seeking  reorganization or relief under any bankruptcy,  insolvency,  or
other similar law, state or federal,  or the consent by it to the filing of such
petition or to the  appointment of a receiver,  liquidator,  assignee,  trustee,
sequestrator (or similar  official) of the Partner or of any substantial part of
its property, or the making by it of an assignment for the benefit of creditors,
or the admission by it in writing of its inability to pay its debts generally as
they become due, or the taking of corporate action by the Partner in furtherance
of any such action, or

         3. Any part of the  Ownership  Interest  of a  Partner  is  seized by a
creditor of such  Partner,  and the same is not released  from seizure or bonded
out within thirty (30) days from the date of notice of seizure, or

         4. A Partner fails to advance funds as required by ARTICLE II,  Section
B or any other  provision of this  Agreement,  or to perform any other  material
obligation  imposed upon such Partner under any  agreement  relating to borrowed
money of the Partnership,  or attempts to transfer any of its Ownership Interest
in the  Partnership  except  as  otherwise  provided  in  ARTICLE  VII  of  this
Agreement,  then such  Partner  shall be deemed to be in default  hereunder  and
shall be referred to as the "Defaulting Partner", and the other Partner shall be
referred to as the "Non-Defaulting  Partner".  The Non-Defaulting  Partner shall
have the right to give the Defaulting Partner a "Notice of Default", which shall
be in  writing,  shall  set  forth  the  nature  of the  obligations  which  the
Defaulting  Partner has not  performed,  or is in breach of, and shall set forth
the date by  which  such  default  must be cured  which  date  shall be ten (10)
business  days  after  receipt  of the  Notice of Default if payment of money is
required,  or thirty (30)  business  days after receipt of the Notice of Default
for  defaults  other than  payments  of money or such  shorter  period as may be
necessary in the good faith judgment of the Non-Defaulting  Partner to prevent a
default  under any agreement for borrowed  money to which the  Partnership  is a
party or to avoid jeopardizing its investment in the Partnership.  If within the
period  specified in the Notice of Default,  the  Defaulting  Partner cures such
default,  the Notice of Default shall be inoperative and the Defaulting  Partner
shall lose no right hereunder.  If, within such specified period, the Defaulting
Partner  does  not  cure  such  default,  the  Non-  Defaulting  Partner  at the
expiration of such period shall have the rights hereinafter specified.

B.  Buy-Sell  Procedure at option of the  Non-Defaulting  Partner.  If a Partner
becomes a Defaulting Partner pursuant to the provisions of ARTICLE VIII, Section
A and the default is not cured within the specified period, then, in such event,
the Non Defaulting Partner shall have the right, at its option, to proceed under
the provisions of this ARTICLE VIII, Section B to either:

         1. Expel the Defaulting  Partner from the Partnership by giving written
notice specifying the expulsion date and purchase, as of the expulsion date, all
of the Defaulting  Partner's  Ownership  Interest in the Partnership at a price,
which for such  purpose,  shall be equal in amount to the fair  market  value as
determined by an independent appraiser, less, any costs of remedying the default
and any  damages  or  costs to the  Partnership  or the  Non-Defaulting  Partner
resulting from the default.  Payment to the Defaulting Partner may take the form
of a ten (10) year note with interest at the floating prime rate  established by
the Bank of America, N.T. & S.A., San Francisco, California, in effect from time
to time.

         2.  Cure  the def ault and the  cost of such  curing  shall be  charged
against  the  Defaulting   Partner's   Capital   Account  and  credited  to  the
Non-Defaulting  Partner' s Capital Account. The Ownership Interests,  as defined
in Article  II,  paragraph  C shall be  adjusted  to reflect  these  charges and
credits  to  the  Partner's  Capital  Accounts,   provided,  however,  that  the
Defaulting  Partner's  liability for any  obligations to or of the  Partnership,
other than those  involved in the curing of the default,  in respect of a period
prior to the effective date of the curing of the default, shall not be affected;
or

         3. Cure the default,  assume day-to-day  operations of the Cogeneration
Facility and cause the cost of the cure to be charged  against a special account
established  for the  Defaulting  Partner  until the entire  cost  thereof  with
interest at the floating prime rate  established by the Bank of America,  N.T. &
S.A.,  San Francisco,  California,  in effect at the time of such default on the
unpaid balance shall have been paid or reimbursed to the Non-Defaulting Partner.
The Non-Defaulting Partner may elect to be repaid the cost of curing the default
from any subsequent  distributions  made pursuant to this Agreement to which the
Defaulting  Partner would  otherwise have been  entitled,  which amount shall be
paid first as interest and then principal, until the cost is paid in full. Until
payment or reimbursement has been completed,  the Defaulting  Partner's right to
cast its vote on the Management Committee and to withdraw funds from any account
of the Partnership  from which the Defaulting  Partner could withdraw funds will
be suspended.

If the  Non-Defaulting  Partner  elects to  follow  the  procedure  set forth in
paragraph 1. above,  it may,  after giving  notice of expulsion but prior to the
expiration  date of the  Partnership,  substitute  another  person or entity not
affiliated  with the Non Defaulting  Partner as a Partner in the  Partnership as
successor  to  the  Defaulting  Partner  in  such  manner  as  to  preserve  the
continuation  of the  Partnership  and its  status as the owner of a  qualifying
cogeneration  facility  under PURPA.  If the  Non-Defaulting  Partner  elects to
follow  the  procedure  set forth in  paragraph  2 above,  and if the  resulting
adjustment  of Ownership  Interests of the Partners  would cause the loss of the
Partnership or its Partners of one or more exemptions available under PURPA, the
Non-Defaulting  Partner  may,  after  notice to the  Defaulting  Partner  of its
intention to do so, cause the addition of another  Partner,  not affiliated with
the  Non-Defaulting  Partner,  with an ownership Interest equal to the amount by
which the adjusted ownership  Interest in the  Non-Defaulting  Partner's Capital
Account  exceeds a fifty percent (50%)  Ownership  Interest.  In such case, this
Agreement  shall be deemed  amended  without  further  action of any  Partner to
become  a   Partnership   consisting  of  three   Partners,   each  entitled  to
representation  on the  Management  Committee  and  each  entitled  to  vote  in
proportion  to its  ownership  Interest,  and with such other  amendments as are
necessary to  accommodate  three (3) partners until  otherwise  provided in this
Agreement.

In addition to the foregoing,  the Non-Defaulting Partner may, at its option, at
any  time  within  one  (1)  year  following  the  uncured  default,  cause  the
Partnership to terminate any contracts  existing between the Partnership and the
Defaulting  Partner or its Parent or any of its affiliated  entities on not less
than ninety (90) days written notice.

The right of the  Non-Defaulting  Partner to proceed  under this  ARTICLE  VIII,
Section  B  shall  be in  addition  to all  other  rights  and  remedies  of the
Non-Defaulting Partner, either at law or in equity..

                                   ARTICLE IX.
                      RESOLUTION OF DISPUTES - ARBITRATION.

A.   Subjects of Arbitration.  In the event of disagreement between the Partners
     with respect to:

     1. Any question of fact involved in the application of this Agreement or of
any action of the Management Committee, or

     2. The  interpretation  of any provision of this Agreement or any action of
the Management  Committee,the  matter involved in the disagreement  shall,  upon
demand of either Partner,  be submitted to arbitration in the manner hereinafter
provided.  Submission  to  arbitration,  as  hereinafter  provided,  shall  be a
condition  precedent to any right to institute  proceedings  at law or in equity
concerning such matter, except for injunctive relief or other provisional relief
pending the  arbitration  of a matter  subject to  arbitration  pursuant to this
Agreement.

B.  Agreement to Arbitrate.  The Partners will make every  reasonable  effort to
Resolve disputes,  claims and controversies  through decisions of the Management
Committee prior to any such dispute,  claim or controversy reaching a state that
requires  implementation of this ARTICLE IX for resolution.  However, should any
controversy  arise  between the  Partners as to which the Partners are unable to
effect a satisfactory  resolution  and which,  under the terms and provisions of
this  Agreement  may be  submitted to  arbitration,  such  controversy  shall be
submitted to  arbitration  in accordance  with the terms and  provisions of this
ARTICLE  IX,  and in  accordance  with  the  rules of the  American  Arbitration
Association (or any successor organization).

C. Submission to Arbitration and selection of Arbitrators. A Partner desiring to
submit  to  arbitration  any such  controversy  shall  furnish  its  demand  for
arbitration in writing to the other Partner,  which demand shall contain a brief
statement of the matter in  controversy,  as well as a list containing the names
of three  suggested  arbitrators  from which list,  or from other  sources,  the
Partners shall choose one mutually  acceptable  arbitrator.  If the Partners are
unable to agree upon the identity of a single  arbitrator,  within ten (10) days
from the receipt of such  notice,  they shall each,  within a period of five (5)
additional  days,  name one  arbitrator by written  notice to the other Partner.
Within ten (10) days after such last mentioned notice, the two arbitrators shall
choose a third arbitrator. If any Partner fails to name an arbitrator within the
ten (10) day  period,  then  either  Partner,  on behalf of and on notice to the
other Partner, may request appointment by the American  Arbitration  Association
(or any successor  organization) in accordance with its rules then prevailing of
the  required  additional  arbitrators  so that there  shall be a panel of three
arbitrators. If the American Arbitration Association (or successor organization)
should fail to appoint the necessary  arbitrators within fifteen (15) days after
such  request is made,  then either  Partner  may apply,  on notice to the other
party,  to a  court  of  competent  jurisdiction  for  the  appointment  of such
necessary  additional  arbitrators.  Each of the arbitrators chosen or appointed
pursuant  to this  Article  shall be a person  having  at least  ten (10)  years
experience  in the United States in a profession  related to the subject  matter
involved in the dispute and shall not be a past or present officer,  director or
employee of either of the parties or any parent or affiliate corporation.

D.  Arbitration  Procedure.  Each Partner shall furnish the  arbitrator  and any
other Partner with a written  statement of matters it deems to be in controversy
for purposes of the  arbitration  procedures.  Such statement shall also include
all arguments,  contentions and authorities  which it contends  substantiate its
position.  Any hearings  concerning such  controversy  shall be conducted in Las
Vegas,  Nevada,  and in  accordance  with the rules of the American  Arbitration
Association.  If only one arbitrator is appointed pursuant to ARTICLE IX hereof,
such  arbitrator  shall render his decision and award as soon as possible but no
later than thirty (30) days after conclusion of hearings before such arbitrator.
If, however,  three arbitrators are appointed,  they shall render their decision
and award,  upon the  concurrence  of at least two of their  number,  as soon as
possible  but no later than 30 days after  conclusion  of  hearings  before such
arbitrators.  The  decision  and award  shall in either  case be in writing  and
counterpart  copies  hereof  shall be delivered  to each of the  Partners.  Such
decision  shall be based  solely  upon the  written  arguments  and  contentions
coupled in appropriate cases with evidence and/or legal authorities submitted by
each.  Except with the consent of each Partner,  the arbitrator shall not retain
or consult any experts in arriving at the decision.  In rendering  such decision
and award,  the arbitrators  shall not add to, subtract from or otherwise modify
the provisions of this Agreement. Each Partner agrees that judicial judgment may
be had on the  decision  and award of the  arbitrators  so  rendered  and may be
enforced in accordance with the laws of the State of California.

E. Successor Arbitrators. If any arbitrator appointed by a Partner dies, refuses
 to act, or becomes  incapable  of acting,  then such  Partner  shall  appoint a
 successor arbitrator within five days of the
notice of  disability.  If such Partner fails to appoint the required  successor
within such time, the other Partner,  on notice to such party,  may apply to the
court for the appointment of such necessary arbitrator.

F. Cost of  Arbitration.  Each Partner shall bear the expense of the  arbitrator
appointed by or for such Partner,  its own counsel,  experts and presentation of
proof.   The  Partners  shall  share  equally  the  expense  of  the  additional
arbitrators  (or the expense of the single  arbitrator if only one arbitrator is
appointed) , and all other expenses of the arbitration.

                                   ARTICLE X.
            CONTRIBUTIONS TO PARTNERSHIP AND LIABILITIES OF PARTNERS.

A. Contributions.  If either Partner pays any portion of a Partnership liability
or  obligation  in excess of the amount  thereof  attributable  to its Ownership
Interest, that Partner shall be entitled to contributions from the other Partner
for such excess.  This right of  contribution  is in addition to any other right
which night be provided by law or under this Agreement.

B.  Indemnification.  Each Partner agrees to, and does hereby indemnify and save
and hold  harmless  the other  Partner,  and to the extent set forth  below each
affiliate and Parent of the other Partner,  from and against all claims,  causes
of action,  liabilities,  payments,  obligations,  expenses  (including  without
limitation  reasonable  fees and  disbursements  of counsel)  or losses  (each a
"claim,  liability,  or  loss")  arising  out  of  a  Partnership  liability  or
obligation to the extent necessary to accomplish the result that neither Partner
(together  with  its  Affiliates  and its  Parent)  shall  bear any  portion  of
liability or obligation of the  Partnership in excess of the percentage  thereof
equal to such Partner's  ownership  Interest in the  Partnership at the time the
basis for the claim, liability or loss occurred.

1. Without limiting the generality of the foregoing,  a claim, liability or loss
shall be deemed to arise out of a  Partnership  liability  or  obligation  if it
arises out of, or is based upon, the conduct of the business of the  Partnership
or the  ownership or operation of the  Cogeneration  Facility or any property of
the Partnership (the cogeneration  Facility or other property of the Partnership
hereinafter   referred   to  as   "Partnership   Property")   .  The   foregoing
indemnification  shall be available to an affiliate  and the parent with respect
to a  claim,  liability,  or loss  arising  out of a  Partnership  liability  or
obligation  which is paid by or incurred by such affiliate or parent as a result
of such  affiliate or parent  directly or  indirectly  owning or  controlling  a
Partner,  or as a result of the fact that an  individual  employed or engaged by
the Partnership or a contractor is also a director,  officer or employee of such
affiliate or parent.

2. The foregoing  shall not inure to the benefit of any Partner (or affiliate or
parent of any Partner) in respect of any claim, liability, or loss which:

     a.  arises  out of,,  or is based  upon,  the gross  negligence  or willful
misconduct of such Partner or an affiliate or the parent of such Partner, or

     b. Is a tax, levy or  governmental  charge not imposed upon the Partnership
or upon Partnership property.

     The foregoing indemnity shall apply only to a claim,  liability, or loss to
the extent that it is uninsured by the Partnership.

                                   ARTICLE XI.
                           DISSOLUTION AND WINDING UP

     A.  Dissolution.  The Partnership shall dissolve upon the first to occur of
any of the following events:

         1.       The expiration of the term of the Partnership;

         2.       The  sale  of  all  or  substantially  all  of the
                  property  of the  Partnership;  or  the  unanimous
                  election  of  the   Partners   to   dissolve   the
                  Partnership.

B. Winding Up. Upon a dissolution  of the  Partnership  the Partners  shall take
full account of the  Partnership's  liabilities and property of the Partnership.
The property of the Partnership shall be liquidated as promptly as is consistent
with  obtaining  the fair value  thereof,  and the profits and losses  therefrom
shall be  allocated  among the  Partners as provided in Article II. The proceeds
therefrom,  to the extent sufficient therefor,  shall be applied and distributed
in the following order:

1.   To  the  payment  and  discharge  of all of  the  Partnership's  debts  and
     liabilities, including the establishment of any necessary reserves; and

2.   Repay capital account balances; and

3.   Distribute the balance in accordance with the Partner's ownership interest;
     and

4.   Take all  actions as required by Code  Section  704(b) and all  regulations
     promulgated thereunder.

C..  Compliance  with  Timing  Requirements  of  Regulations.  In the  event the
Partnership  is  "liquidated"  within the  meaning of Code  Regulations  Section
1.704-1(b)(2)(ii)(g)  , then (a)  distributions  shall be made  pursuant to this
Article (if such  liquidation  constitutes a dissolution of the  Partnership) or
hereof (if it does not) to the Partners who have  positive  Capital  Accounts in
compliance with  Regulations  Section  1.704-1(b)(2)(ii)(b)(2)  if any Partner's
Capital Account has a deficit balance (after giving effect to all contributions,
distributions  and allocations for all taxable years,  including the year during
which such liquidation occurs) , such Partner shall contribute to the capital of
the Partnership the amount  necessary to restore such deficit balance to zero in
compliance  with Code  Regulations  Section  1.704I(b)  (2) (ii) (b) (3). In the
event of imminent dissolution and at the discretion of the Management Committee,
a pro rata  portion of the  distributions  that would  otherwise  be made to the
Partners pursuant to the preceding sentence may be:

1.  Distributed to a trust  established  for the benefit of the Partners for the
purposes of  liquidating  Partnership  assets,  collecting  amounts  owed to the
Partnership,  and paying any contingent or unforeseen Liabilities or obligations
of the  Partnership  or of the  Partners  arising out of or in  connection  "the
Partnership.  The assets of any such trust shall be  distributed to the partners
from time to time, in the reasonable discretion of the Management Committee,  in
the same proportions as the amount  distributed to such trust by the Partnership
would  otherwise  have  been  distributed  to  the  Partners  pursuant  to  this
Agreement; or

         2. Withheld to provide a reasonable reserve for Partnership liabilities
(contingent  or  otherwise)  and  to  reflect  the  unrealized  portion  of  any
installment  obligations  owed to the  Partnership,  provided that such withheld
amounts shall be distributed to the Partners as soon as practical.

D. Riqhts of Partners.  Except as  otherwise  provided in this  Agreement,  each
Partner shall look solely to the assets of the Partnership for the return of the
Partner's  capital  contributions  and shall have no right or power to demand or
receive  property  other than cash from the  Partnership.  No Partner shall have
priority  over any other  Partner  as to the  return of such  Partner's  capital
contributions,  distributions or allocations  unless otherwise  provided in this
Agreement.

E. Waiver of Partition.  No Partner shall,  either directly or indirectly,  take
any action to require partition or appraisal of the Partnership or of any of its
assets or  properties or cause the sale of the Project and  notwithstanding  any
provisions  of  applicable  law to the  contrary,  each  Partner  (and its legal
representatives,  successors or assigns) hereby  irrevocably  waives any and all
right to maintain any action for partition or to compel any sale with respect to
its  Partnership  interest,  or with respect to any assets or  properties of the
Partnership, except as expressly provided in this Agreement.


                                  ARTICLE XII.
                               GENERAL PROVISIONS.

A.  Integration.  This  Agreement  is the entire  agreement  by and  between the
parties  hereto  with  respect  to  the  subject   matter  hereof.   Any  prior,
contemporaneous,   or   ancillary   agreements,   promises,   negotiations,   or
representations  not  expressly set forth herein shall have no force and effect.
No  alteration,  modification,  amendment,  or  interpretation  hereof  shall be
binding unless reduced to writing and signed by the Partners.


B.  Interpretation.  The  laws of the  state  of  California  shall  govern  the
interpretation and effect of this Agreement.

D.  Negotiation  and  Enforcement of Contracts  with  Partners.  Notwithstanding
anything to the contrary in this  Agreement,  with respect to the negotiation or
approval of any  contract or  enforcement  or  protection  of rights,  including
property  rights and  interests  arising under any contract or lease between the
Partnership  and a  Partner  or the  parent or  affiliate  of any  Partner,  the
Partnership  will act through a Partner who is not and whose parent or affiliate
is not or will not be a party to the contract.

E. Force Majeure. The respective  obligations of each Partner hereto, other than
the  obligation  to pay money,  shall be suspended  while it is  prevented  from
complying therewith, in whole or in part, by weather conditions, labor accidents
or incidents, rules and regulations of any federal, state, or other governmental
agency, delays in transportation, inability to obtain necessary materials in the
open market, or other cause of the same or other character beyond the reasonable
control of such Partner.  Any Partner  asserting a force majeure condition shall
immediately  notify  the other  Partner in  writing  of the  occurrence  of such
condition, and the estimated duration thereof. In addition, the Partner affected
by the force majeure shall  immediately  notify the other Partner upon cessation
thereof.  Each  Partner  shall  cooperate  so as to  remedy  the  force  majeure
condition as expeditiously as reasonably possible.

F.  Successors and Assigns.  This Agreement shall inure to the benefit of and be
binding upon the parties  hereto and their  respective  successors  and assigns,
except to the extent of any contrary provision of this Agreement.

G. Severability.  If any provision of this Agreement or the application  thereof
to any party or circumstances shall be invalid, void, or otherwise unenforceable
to any extent,  the remainder of this Agreement and the  application  thereof to
other parties or circumstances shall not be affected thereby and shall in no way
be impaired or invalidated.

H. Amendments and Waivers.  This Agreement and all exhibits and schedules hereto
may be modified only by a written  instrument duly executed by the Partners.  No
breach of any agreement,  warranty or  representation  or violation of any other
term of this Agreement shall be deemed waived unless expressly waived in writing
by the party who might assert such breach or  violation.  No waiver of any right
hereunder  shall  operate  as a waiver  of any  other  right or of the same or a
similar right on another occasion.

I.  Remedies.  No remedy  conferred  by any of the specific  provisions  of this
Agreement is intended to be exclusive of any other remedy. Each and every remedy
shall be  cumulative  and  shall be in  addition  to every  other  remedy  given
hereunder  now or  hereafter  existing  at law or in  equity  or by  statute  or
otherwise,  and the  election  by a  party  of one or more  remedies  shall  not
constitute a waiver of the party's right to pursue any other available remedies.

J. Binding Nature of This  Agreement.  This Agreement  shall be binding upon and
inure  to  the  benefit  of  the  parties  hereto  and  their  respective  legal
representatives,  successors and assigns. construction. Every covenant, term and
provision  of this  Agreement  shall be construed  simply  according to its fair
meaning and not strictly for or against any Partner.

K.       Time.  Time is of the essence with respect to this Agreement.

L.  Headings..  Section and other  headings  contained in this Agreement are for
reference purposes only and are not intended to describe,  interpret,  define or
limit the scope, extent or intent of this Agreement or any provision hereof.

M.  Incorporation  by  Reference  Every  exhibit,  schedule  and other  appendix
attached to this Agreement and referred to herein is hereby incorporated in this
Agreement by reference.

     N.  Additional  Documents.  Each Partner agrees to perform all further acts
and  execute,  acknowledge  and deliver any  documents  which may be  reasonably
necessary,  appropriate  or  desirable  to  carry  out  the  provisions  of this
Agreement.

     O. Variation of Pronouns.  All pronouns and any variations thereof shall be
deemed to refer to  masculine,  feminine or neuter,  singular or plural,  as the
identity of the person(s) -may require.

P.  Counterpart  Execution.  This  Agreement  may be  executed  in any number of
counterparts  with the same effect as if all of the Partners had signed the same
document.  All counterparts shall be construed together and shall constitute one
agreement.

Q. Notices. All notices, requests and other communications required or permitted
to be given to, or made upon,  any party hereto shall be in writing and shall be
personally  delivered or sent by certified mail,  postage  prepaid,  or shall be
delivered  by  nationally  recognized  overnight  courier  or  shall  be sent by
telecopy::

         (i)      if to Bonneville, to:

                           Bonneville Nevada Corporation
                           257 East 200 South, Suite 800
                           Salt Lake City, Utah 84111
                           Attention: President
                           Telecopy No.: (801) 363-9557

           (ii)      if to TCCCC, to:

                           Texaco Clark County Cogeneration Company
                           10 Universal City Plaza , Suite 700
                           Universal City, California 91608
                           Attention: Vice President
                           Telecopy No.: (818) 505-3190

Any notice,  request or other communication so addressed or so addressed to such
other address as shall be  designated  by such party in a written  notice to the
other party  complying as to delivery with the terms of this  Section,  when (i)
hand delivered, shall be deemed to be given the same day such notice, request or
other communication is hand delivered,  (ii) delivered by nationally  recognized
overnight courier, shall be deemed to be given the same day such notice, request
or other  communication  is so delivered,  (iii)  mailed,  shall be deemed to be
given two business  days after such notice,  request or other  communication  is
mailed,  or (iv)  telecopied,  shall be  deemed to be given on the same day such
telecopy is received.

     R. Maintaining "Qualified Facility" Status. Bonneville acknowledges that it
possesses  certain  information and knowledge  concerning the  qualification  of
facilities that meet PURPA requirements.  In the event of failure of the current
qualifying  facility status,  Bonneville  shall use reasonable  efforts to apply
this knowledge to maintain qualified facility status under PURPA in the event of
failure of the current project qualification,  to advise and make recommendation
to the Management  Committee  concerning  the following:  locating a new thermal
host,  exploring with current  thermal host reduction in modification of thermal
requirements,  or developing a plan for the Partnership to use the  Cogeneration
Facility's heat energy.  In accordance with Article III,  paragraphs D(3) and F,
by unanimous vote, the Management Committee shall take whatever actions it deems
appropriate under  the  circumstances.   Any  capital   requirements  for  such
obligations shall be an obligation of the Partnerships.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and their respective  corporate seals to be affixed and attested hereto,  all as
of the day and year first written above.


                    TEXACO CLARK COUNTY COGENERATION COMPANY



                    By:     James C. Houck
                    Its:     Vice President



                    BONNEVILLE NEVADA CORPORATION



                    By:     Robert A  Keegan
                    Its:     President




STATE OF UTAH                )
                                            SS.
COUNTY OF SALT LAKE )

         On this 5th day of  November,  1990,  personally  appeared  before  me,
Tricia F. Pannier,  a Notary  Public in and for said County and State,  James C.
Houck,  the Vice  President  of Texaco  Clark  County  Cogeneration  Company,  a
Delaware  corporation,  who  acknowledged  to me that he executed the within and
foregoing  instrument  by  authority  of the  Bylaws  of said  corporation  or a
resolution duly adopted by the Board of Directors of said corporation,  and said
James C. Houck duly acknowledged to me that said corporation executed the same.

         IN WITNESS WHEREOF, I have set my hand and official seal as of the date
first above written.



                             -----------------------------------------------
                                            NOTARY PUBLIC

My Commission Expires:                Residing at: Salt Lake City
May 25, 1993

STATE OF UTAH              )
                                    :   ss.
COUNTY OF SALT LAKE        )


         On this 5th day of  November,  1990,  personally  appeared  before  me,
Tricia F. Pannier,  a Notary Public in and for said County and State,  Robert A.
Keegan, the President of Bonneville Nevada  Corporation,  a Nevada  corporation,
who  acknowledged to me that he executed the within and foregoing  instrument by
authority of the Bylaws of said  corporation or a resolution duly adopted by the
Board  of  Directors  of said  corporation,  and  said  Robert  A.  Keegan  duly
acknowledged to me that said corporation executed the same.

         IN WITNESS WHEREOF, I have set my hand and official seal as of the date
first above Written.

                             -----------------------------------------------
                                             NOTARY PUBLIC

My Commission Expires:              Residing at: Salt Lake City
May 25, 1993






<PAGE>



                                   EXHIBIT "A"
                  NEVADA COGENERATION ASSOCIATES #1 PARTNERSHIP

                 PARTNERS CONTRIBUTIONS AND PARTNERSHIP INTEREST

PARTNER                CONTRIBUTION                    OWNERSHIP INTEREST

BONNEVILLE             $1,000                                50-%

TCCCC                  $1,000                                50 %































Capital originally contributed by Bonneville General corporation, predecessor in
interest to TCCCC.



<PAGE>



                                  EXHIBIT "B"
                       NEVADA COGENERATION ASSOCIATES #1
                      AGREEMENTS, PERMITS AND OBLIGATIONS

I.   INTRODUCTION.  The  following  is a list of the  agreements,  permits,  and
     obligations that will be assigned by Bonneville  Nevada  Corporation to the
     Nevada Cogeneration Associates #1 Partnership.

1.   Amended and Restated  Business  Agreement  dated September 12, 1989 between
     Georgia-Pacific  Corporation and Bonneville Nevada Corporation, as amended,
     but excluding from such assignment  rights to bid contemplated in paragraph
     12, page 10.

2.   Heat Purchase  Agreement dated  September 12, 1989 between  Georgia-Pacific
     Corporation and Bonneville Nevada Corporation, as amended.

3.   Memorandum of Understanding Regarding Real Estate Interests dated September
     12,  1989  between   Georgia-Pacific   corporation  and  Bonneville  Nevada
     Corporation.

4.   Bonneville  Nevada Contract A with Nevada Power Company for Long Term Power
     Purchases from Qualifying  Facilities dated May 2, 1989 between  Bonneville
     Nevada Corporation and Nevada Power Company.

5    BLM Right-of-Way.

6.   Approach Permit.

7.   Utility Environmental Protection Act Permit.

8.   Water Permit Application No. 54129.

9.   Conditional Use Permit.

10.  Artificial Pond Permit.

11.  Evaporation Pond Permit.

12.  Union Pacific Encroachment Permit.

13.  Authority to construct No. A360.

14.  Firm  Transportation  service Agreement dated February 8, 1990 between Kern
     River Gas  Transmission  Company  and  Bonneville  Nevada  Corporation,  as
     amended February 8, 1990. 2

15.  Precedent   Agreement  dated  February  8,  1990  between  Kern  River  Gas
     Transmission Company and Bonneville Nevada Corporation, as amended February
     8, 1990. 2

16.  Financial  assets  and  liabilities,  including  but  not  limited  to  the
     following  project costs:  obligations for wells,  electrical  interconnect
     payments, major equipment deposits, survey and title expenditures,  thermal
     host  interconnect  fees and all other  items  that are  considered  direct
     capital  costs of the  Project.

17.  Stewart &  Stevenson  Services,  Inc.
     Commercial  Proposal  TG90-  2500-6085,  Rev.  2. 

18.  Gas Sales  Agreement
     between  Bonneville  Nevada  Corporation and Celsius Energy Company.  1

19.  Consulting  Agreement dated April 23, 1990 between Roland D. Westergard and
     Bonneville Nevada Corporation. '

20.  Purchase Orders for Dames and Moore for Consulting services.

21.  Army Corps of Engineers Permit.

22.  FERC Certificate of Qualifying Facility Status Docket No. 90210-000.

23.  Fee and Services  Agreement  dated  September  19, 1990 between  Bonneville
     Nevada Corporation and Smith Capital Markets.

I    These rights are applicable to both the Project and a cogeneration  project
     at   the   Georgia-Pacific   gypsum   facility   in   Clark   County   (the
     "Georgia-Pacific  Project") . The  assignment  of such rights will allocate
     the rights between the Project and the Georgia-Pacific Project.

2    These rights are applicable to the Project,  the Georgia  Pacific  project,
     and other projects owned by Bonneville  Pacific  Corporation  subsidiaries.
     The assignment of such rights will allocate the rights between the Project,
     the  Georgia-Pacific  Project,  and  other  applicable  Bonneville  Pacific
     corporation projects.



<PAGE>



                     FIRST AMENDMENT TO AMENDED AND RESTATED
                        GENERAL PARTNERSHIP AGREEMENT FOR
                        NEVADA COGENERATION ASSOCIATES #1
                           THE GEORGIA-PACIFIC PROJECT
                                 BY AND BETWEEN
                          BONNEVILLE NEVADA CORPORATION
                                       AND
                    TEXACO CLARK COUNTY COGENERATION COMPANY

     This First Amendment to Amended and Restated General Partnership  Agreement
for Nevada Cogeneration  Associates #1 is entered into this 8th day of November,
i990  by  and  between  Bonneville  Nevada  Corporation,  a  Nevada  corporation
(IIBNCII) and Texaco Clark County Cogeneration  Company, a Delaware  corporation
("TCCCC).

     BNC and TCCCC are sometimes  referred to herein  collectively as "Parties",
and individually as a "Party".  All capitalized terms used herein shall have the
meanings assigned to them in the Partnership Agreement (as defined hereinbelow).

                                    RECITALS

     A. The Parties have entered into that certain Amended and Restated  General
Partnership Agreement for Nevada Cogeneration  Associates #1 the Georgia-Pacific
Project as of November 1, 1990 (the "Partnership Agreement").

     B.  The  Parties  wish  to  amend  a  certain  portion  of the  Partnership
Agreement.


                                    AGREEMENT

     1. The Partnership Agreement is hereby amended and restated to provide that
the  business of the  Partnership  shall be  conducted  under the name of Nevada
Cogeneration Associates I.

     2. Except as expressly amended hereby, the Partnership Agreement remains in
full force and effect and is not changed or amended hereby.


     In witness  whereof,  the parties  hereto have caused this  Agreement to be
executed as of the day and year first written above.

                              TEXACO CLARK COUNTY COGENERATION COMPANY


                              By:
                              Its:

                              BONNEVILLE NEVADA CORPORATION
                              By:
                              Its:






b:amendment


<PAGE>




STATE OF UTAH
COUNTY OF SALT LAKE )

     On this 8th day of  November,  1990,  before me, Mark E.  Rinehart,  notary
public,  personally appeared James C. Houck, known or identified to me to be the
Vice  President of Texaco Clark County  Cogeneration  Company and the person who
executed the foregoing  instrument on behalf of Texaco Clark County Cogeneration
Company.

     IN WITNESS  WHEREOF,  I have  hereunto set my hand and my official seal the
day and year in this certificate


                           -------------------------------------------
                            NOTARY PUBLIC
                            Residing at:

My Commission Expires:

STATE OF UTAH
                           :Ss.
COUNTY OF SALT LAKE )

     On this 8th day of  November,  1990,  before me, Mark E.  Rinehart,  notary
public,  personally  appeared Robert A. Keegan,  known or identified to me to be
the President of Bonneville  Nevada  Corporation and the person who executed the
foregoing instrument on behalf of Bonneville Nevada Corporation.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my official
seal the day and year in this certificate first above written.

                          ---------------------------------
                           NOTARY PUBLIC 
                           Residing at:

My Commission Expires:


<PAGE>



                    SECOND AMENDMENT TO AMENDED AND RESTATED
                        GENERAL PARTNERSHIP AGREEMENT FOR
                        NEVADA COGENERATION ASSOCIATES I
                           THE GEORGIA-PACIFIC PROJECT
                                 BY AND BETWEEN
                          BONNEVILLE NEVADA CORPORATION
                                       AND
                    TEXACO CLARK COUNTY COGENERATION COMPANY

         This Second  Amendment  to Amended  and  Restated  General  Partnership
Agreement for Nevada Cogeneration Associates I is entered into as of the lst day
of  December,  1990 by and  between  Bonneville  Nevada  Corporation,  a  Nevada
corporation  ("BNC") and Texaco Clark County  Cogeneration  Company,  a Delaware
corporation ("TCCCC").
         BNC  and  TCCCC  are  sometimes  referred  to  herein  collectively  as
"Parties", and individually as a "Party".
         All capitalized  terms used herein shall have the meanings  assigned to
them in the Partnership Agreement (as defined hereinbelow).

                                    RECITALS
A.       The Parties have entered into that certain Amended and Restated General
         Partnership  Agreement  for  Nevada  Cogeneration   Associates  #1  the
         Georgia-Pacific  Project as of November 1, 1990, as amended November 8,
         1990 (the "Partnership Agreement").

B.   The Parties wish to amend a certain portion of the Partnership Agreement.

                                    AGREEMENT

     1. The Partnership Agreement is hereby amended and restated to provide that
the  business of the  Partnership  shall be  conducted  under the name of Nevada
Cogeneration  Associates  #1,  but the  Partnership  may also be known as Nevada
Cogeneration Associates I. 2.

                  Except as expressly amended hereby, the Partnership  Agreement
in full force and effect and is not changed or amended hereby.
                  In witness  whereof,  the  parties  hereto  have  caused  this
Agreement to be executed as of the day and year first written above.

                    TEXACO CLARK COUNTY COGENERATION COMPANY

                                    By:
                                    Its:
                                    BONNEVILLE NEVADA CORPORATION

                                    By:_
                                    It s

State of __________
County of _________


                On this _______day of _________19____,  before me,__________,  a
notary public, personally appeared _________________,  known or identified to me
to be the ________________of  Bonneville Nevada Corporation ("Corporation") that
executed  the above  instrument  or the person who executed  the  instrument  on
behalf of the Corporation and acknowledged to me that said Corporation  executed
the same.
                IN WITNESS  WHEREOF,  I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                  ____________________________
                                  Notary Public

Residing at:_________________
My Commission Expires:_____________



<PAGE>



State of __________
County of _________
On this _______day of _________19____,  before  me,__________,  a notary public,
personally  appeared  _________________,  known  or  identified  to me to be the
________________of  Bonneville Nevada Corporation  ("Corporation") that executed
the above  instrument or the person who executed the instrument on behalf of the
Corporation and acknowledged to me that said Corporation executed the same.
                IN WITNESS  WHEREOF,  I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                  Notary Public

Residing at:_________________
My Commission Expires:_____________