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                                                            Exhibit 10.17.2
                                     
                                     
                       FIRST AMENDMENT TO AGREEMENT
                  FOR PURCHASE AND SALE OF ELECTRIC POWER


     This FIRST AMENDMENT, dated as of June 11, 1991 ("Amendment") to the

Agreement of Purchase and Sale of Electric Power, dated October 28, 1986,

("Agreement") between O'BRIEN ENERGY SYSTEMS, INC. ("Seller") and JERSEY

CENTRAL POWER & LIGHT COMPANY ("JCP&L").

     

     WHEREAS, the Agreement provides for the purchase by JCP&L of the

capacity and energy from a project being developed by SELLER at the DuPont

(Parlin) New Jersey plant site; and

     

     WHEREAS, the Agreement was assigned to O'Brien (Parlin) Cogeneration,

In by SELLER on December 1, 1988 which assignment was consented to by JCP&L

on December 1, 1988; and

     

     WHEREAS, the Parties now desire to ratify and amend the Agreement in

certain respects and make certain modifications thereto;

     

     NOW THEREFORE, in consideration of the mutual covenants contained

herein, the Parties hereby agree as follows:

     

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     1.   Definition of "Company Availability Factor":  A new Article 3.7.5

is added to read as follows:  "Company Availability Factor" means the

weighted average of the Equivalent Availability of all the Company's non-

nuclear electric generating facilities.

     

     2.   Definition of "Contract Capacity":  The definition of "Contract

Capacity" in Article 3.8 of the Agreement is amended to read as follows:

"When Operating Status Option I is selected, "Contract Capacity" means the

maximum summer peak season (92 F ambient air temperature or 78 F incoming

condensing water temperature) producing capability of the Generating

Facility, as specified in Paragraph 5A of Preface A to this Agreement, that

Seller shall demonstrate according to PJM guidelines in MWH/Hr.  When

Operating Status Option II is selected, "Contract Capacity" means the

maximum summer peak season (92 F ambient air temperature or 78 F incoming

condensing water temperature) producing capability of the Generating

Facility consisting of three components:  the "Base Contract Capacity"

which shall equal 92 megawatts; the "Supplemental Schedule A Capacity"

which shall represent capacity in excess of the Base Contract Capacity as

determined by the Seller in accordance with Article 6.18, and the

"Supplemental Schedule B Capacity" which shall represent capacity in excess

of the sum of the Base Contract Capacity and Supplemental Schedule A

Capacity.

     

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Supplemental Schedule B Capacity will be established by the Seller on a

daily basis.



     3.   Definition of "Date of Initial Commercial Operation":  The

definition of "Date of Initial Commercial Operation" in Article 3.9 is

hereby amended to read as follows:  "Date of Initial Commercial Operation"

means the date specified by the Seller and agreed to by JCP&L after the

Seller has completed start-up and testing including the acceptance test of

the Generating Facility by the engineering/construction firm, which date

shall not precede the Initial Delivery Date.  The Seller shall notify JCP&L

of the proposed Date of Initial Commercial Operation upon not less than 30

days prior written notice.  JCP&L's approval of such date shall not

unreasonably be withheld.



     4.   Definition of "Dispatchable Capacity":  A new Article 3.9.5 is

added to read as follows:  "Dispatchable Capacity" means the total hourly

output of the Supplemental Schedule A Capacity and Supplemental Schedule B

Capacity.



     5.   Definition of "Equivalent Availability" and "Facility

Availability Factor":  New Articles 3.10.1 and 3.10.2 are added to read as

follows:  "Equivalent Availability" means the percentage of hours that a

generating unit is available to operate taking into account any partial

outage time as determined in accordance with



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the methodology set forth in Appendix III.  "Facility Availability Factor"

means the Equivalent Availability of the Facility.



     6.   Definition of "Forced Outage":  A new Article 3.10.5 is added to

read as follows:  "Forced Outage" means the unscheduled removal of the

Generating Facility or a portion thereof from service or the inability of

the Generating Facility to operate in accordance with the capacity-

temperature tables included as Appendix II.



     7.   Definition of "GPU System":  A new Article 3.11.5 is added to

read as follows:  "GPU System" means the integrated electric generating

system of General Public Utilities Corporation, a Pennsylvania corporation,

which is the parent of JCP&L.



     8.   "Maintenance Outage":  A new Article 3.17.5 is added to read as

follows:  "Maintenance Outage" means the scheduled removal of the

Generating Facility from service in order to perform necessary repairs on

specific components of the Generating Facility where removal of the

Generating Facility can be postponed to the weekend past the immediately

succeeding weekend.  A Maintenance Outage must be scheduled with PJM

through JCP&L and be accepted by JCP&L and PJM.



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     9.   Definition of "Maximum Hourly Production".  The definition of

"Maximum Hourly Production" in Article 3.19 is hereby amended to read as

follows:  When Operating Status Option I is selected, "Maximum Hourly

Production" shall equal 92 megawatt hours per hour.  When Operating Status

Option II is selected.  "Maximum Hourly Production" shall equal a base

component of 92 megawatt hours per hour and a dispatchable component [in

megawatt hours per hour] consisting of the total of Supplemental Schedule A

Capacity and Supplemental; Schedule B Capacity.  Maximum Hourly Production

shall not exceed, in any event, 140 MWH per hour.



     10.  Definition of "Net Electric Energy".  The definition of "Net

Electric Energy" in Article 3.20 is hereby amended to read as follows:

"Net Electric Energy" or "Electricity" means the gross amount of

electricity in kilowatt hours (kWh) generated by Seller's Generating

Facility less kWh consumed by the Host and Seller's Generating Facility and

less transformation and transmission losses, if any, to the point of

Interconnection.



     11.  Definitions for "On-Peak Hours" and "Off-Peak Hours":



          (a)  A new Article 3.20.5 is added to read as follows:  "Off-Peak

Hours" means all hours other than On-Peak Hours.



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          (b)  A new Article 3.21.5 is added to read as follows:  "On-Peak

Hours" means all hours from 8 a.m. to 8 p.m., prevailing time, Monday

through Friday, 52 weeks per year other than New Years Day, Memorial Day,

Independence Day, Labor Day, Thanksgiving Day, and Christmas.



     12.  Definition of "On-Peak Period".  The definition of "On-Peak

Period" in Article 3.22 is hereby amended to read as follows:  "On-Peak

Period" means all hours from 8 a.m. to 8 p.m., prevailing time, Monday

through Friday, during the months of December through February and June

through September, other than New Years Day, Independence Day, Labor Day

and Christmas.



     13.  Definition of "PJM" or "PJM System".  A new Article 3.26.3 is

added to read as follows:



     "PJM" or "PJM System" means the Pennsylvania/New Jersey/Maryland

Interconnected Power Pool cooperatively operated under the Pennsylvania/New

Jersey/Maryland Interconnection Agreement dated as of September 26, 1956 as

amended or supplemented from time to time.



     14.  Definition of "Planned Outage" and Amendments to Articles 3.32

and 3.36.  A New Article 3.26.5 is added to read as follows:



     "Planned Outage" means the scheduled removal of the Generating

Facility from service for inspection or repair.  A



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Planned Outage must be scheduled by the Seller 2 months in advance and be

approved by JCP&L and PJM.



     Articles 3.22 and 3.36 are deleted in their entirety.



     15.  Definition of "Scheduled Dispatch Period", "Shut Down Period" and

"Start-Up Period".  New Articles 3.31.5, 3.32.5, and 3.35.5 are hereby

added to read as follows:



     "Scheduled Dispatch Period" means the time duration of a request for

delivery of output in excess of the Base Contract Capacity (92 MW)

beginning and ending at the time specified by JCP&L.  Such periods are

exclusive of Start-Up and Shut-Down Periods and shall require thirty

minutes notice in advance of commencement of a Start-Up Period.



     "Shut-Down Period" means the period, as determined by test, necessary

to return the Generating Facility to Base Contract Capacity in accordance

with good engineering practice and manufacturer's recommendations

immediately following a Scheduled Dispatch Period.



     "Start-Up Period" means the period, as determined by test, necessary

to ramp up the dispatchable portion of the Generating Facility and reach

steady state operation in a



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manner consistent with good engineering practice and manufacturer's

recommendations immediately preceding a Scheduled Dispatch Period.



     16.  Amendment to Article 4.1.  Article 4.1(B) is hereby amended to

read as follows:  Notwithstanding the preceding paragraph and subject to

the "force majeure" provisions stated in Article 12 hereof, JCP&L may

terminate this Agreement by providing Seller 45 days written notice if the

Date of Initial Commercial Operation has not occurred prior to February 28,

1992."



     17.  Amendment to Article 5.3 (Interconnection Facility and Protective

Apparatus Design and Construction):  The following language is added to

Article 5.3 following the second full sentence thereof:  "Seller shall also

reimburse JCP&L for all reasonable costs associated with the routine

maintenance of interconnection equipment on JCP&L's side of the Point of

Interconnection.  Upon thirty days notice by Seller, prior to the planned

Date of Initial Commercial Operation and on each subsequent anniversary of

such Date of Initial Commercial Operation, JCP&L shall provide an estimate

(for planning purposes only) and a description of the work to be performed

in the succeeding year to conduct routine maintenance of interconnection

equipment on JCP&L's side of the Point of Interconnection."



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     18.  Amendment to Article 5.6 (Interconnection Facility and Protective

Apparatus Design and Construction):  Article 5.6 is hereby added and reads

as follows:



          "5.6:  Seller shall indemnify, hold harmless and agrees to defend

JCP&L from and against any and all liability, loss, cost and expense,

associated with any and all Federal, State and/or local income tax

liability, arising out of or connected with the transfer from the Seller to

JCP&L of the Seller's Interconnection Facilities, Protective Apparatus,

Special Facilities and/or any and all associated and/or related structures,

equipment, facilities and devices in performance of, pursuant to and/or in

connection with this Agreement.  JCP&L and Seller intend that such transfer

shall be a Qualifying Facility transfer pursuant to IRS Advance Notice 88-

129.  Accordingly, Seller shall obtain, at its own expense, the report of

an independent engineer regarding electricity sales by JCP&L to the Seller

as provided by that Advance Notice."



     19.  Amendment to Article 6.1.  The last sentence of Article 6.1 is

hereby deleted.



     20.  Amendment to Article 6.2 (Conditions Requiring



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Curtailment or Interruption of Deliveries of Electricity).  The last three

lines of Article 6.2(a) are hereby amended to read as follows:  ". . . .

provided further that any such PJM requirement to reduce or interrupt such

purchases does not exceed 600 hours in any calendar year, with the further

provision that no more than 400 of the 600 hours shall occur during On-Peak

Periods."



     21.  Amendment to Article 6.4 (Maintenance Outages).  Article 6.4 is

hereby amended to read as follows:  "Seller shall furnish JCP&L with an

annual forecast not later than December 15 of each year setting forth the

expected dates and anticipated duration of each Planned Outage for the

succeeding 36 months.  Seller shall update, on a monthly basis, the outage

request schedule by the 15th day of each month.  Such updates shall be

transmitted to JCP&L by telephone and promptly confirmed in writing.  JCP&L

shall forward its response to an outage request not later than 10 days

following JCP&L's receipt of such outage request.  Seller shall notify

JCP&L's dispatcher approximately 15 minutes prior to the approved outage

period of its intent to remove the Generating Facility from service.

Seller shall also notify JCP&L concerning the cause and duration of any

Forced Outage."



     22.  Amendments to Article 6.5 and 6.6.



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          (a)  Article 6.5 is deleted in its entirety.



          (b)  Article 6.6 is hereby amended to read as follows:  "Seller

shall not schedule or conduct Planned Outages during On-Peak Periods."



     23.  Amendments to Article 6.7.  Article 6.7 is hereby amended to read

as follows:



          (a)  "Seller shall keep and maintain accurate and complete

records for the Generating Facility containing such information regarding

operation and maintenance of the Generating Facility and all associated

equipment as is appropriate and consistent with industry practice and as

may be necessary for JCP&L to comply with its applicable requirements.

JCP&L will advise the Seller of such requirements as in effect from time to

time.  Seller shall make such records available to JCP&L for inspection and

copying from time to time as JCP&L may reasonably request."



          (b)  "Seller shall maintain and classify outage statistics for

the Generating Facility in accordance with the GPU System outage

classification procedures as the same may be in effect from time to time.

Seller shall supply such statistics to



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JCP&L upon request.  In addition, Seller shall maintain or cause to be

maintained such other records relating to the Generating Facility as may be

reasonably required by the GPU System of cogeneration projects, and, upon

written notice from JCP&L, will maintain or cause to be maintained such

other records as the BPU, Federal Energy Regulatory Commission (FERC) or

other regulatory body having jurisdiction, may from time to time require."



     24.  Amendment to Article 6.9.  Article 6.9 is hereby amended to read

as follows:  "Seller shall furnish to JCP&L on each January 1 following the

Date of Initial Commercial Operation satisfactory evidence that during the

previous calendar year, Seller has performed or caused to be performed all

manufacturer-recommended maintenance and testing of the Generating Facility

and the Protective Apparatus and interconnection equipment, including

circuit breakers, relays and auxiliary equipment.  Seller shall provide

JCP&L with at least 30 days prior written notice of its intent to test such

equipment and JCP&L personnel or their representatives may, if JCP&L

desires, observe such testing."



     25.  Amendment to Article 6.12 (Contract Capacity and Reduction of

Capacity Component of Price).  Article 6.12 is hereby amended to read as

follows:



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          (a)  "When Operating Status Option I is selected, Seller shall,

at JCP&L's request, demonstrates the ability of the Generating Facility to

provide JCP&L Contract Capacity within 30 days after the Date of Initial

Commercial Operation.  Thereafter, twice annually Seller shall, once during

On-Peak Period summer months and once during On-Peak Period summer months

and once during On-Peak Period winter months demonstrate the ability of the

Generating Facility to provide Contract capacity for such period of time as

is required by PJM from time to time for all PJM suppliers.  Seller's

demonstration of Contract Capacity shall be at Seller's expense and

conducted at a time and pursuant to procedures as may be required by

applicable GPU System rules, regulations and guidelines.  If Seller fails

to demonstrate the ability of the Generating Facility to provide at least

90% of the Base Contract Capacity, the Capacity Component of the price to

be paid for Electricity pursuant to Article 9.1(b)(v) thereof shall be

reduced to the following amount until Seller is able to demonstrate the

ability to provide at least 90% of the Base Contract Capacity.



Demonstrated Capacity  X 5.97 cents/kWh



     Contract Capacity



     If Seller does not demonstrate the ability of the Generating Facility

to provide at least 90% of the Base



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Contract Capacity during the applicable On-Peak Period, then a retroactive

reduction of the Capacity Component of the price to be paid for Electricity

pursuant to Article 9.1(b)(v) based upon the above formula will be applied

to the entire applicable On-Peak Period.



     However, should Seller's failure to demonstrate the ability of the

Generating Facility to provide Contract Capacity be caused by a "force

majeure" event as defined in Article 12 hereof, the provisions of this

Article 6.12 shall not apply until the "force majeure" has ceased to exist.



     Should Seller fail to demonstrate the ability of the Generating

Facility to provide at least 90% of Contract Capacity for any reason other

than "force majeure", Seller shall have the right to schedule subsequent

demonstrations at Seller's expense as soon as possible during The

Adjustment Period at a time mutually agreed upon by the Parties, but not

later than 1 months following the last such demonstration.  The Capacity

Component of the price to be paid for Electricity pursuant to Article

9.1(b)(v) shall be immediately readjusted to its original formulation (i.e.

5.97 cents/kWh) following the expiration of The Adjustment Period provided

Seller has successfully demonstrated the ability of the Generating



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Facility to provide at least 90% of Contract Capacity during The Adjustment

Period.



     (b)  When Operating Status Option II is selected, Seller shall

demonstrate the ability of the Generating Facility to provide JCP&L Base

Contract Capacity within 30 days after the Date of Initial Commercial

Operation.  Thereafter, twice annually at JCP&L's request, Seller shall,

once during On-Peak Period summer months and once during On-Peak Period

winter months demonstrate the ability of the Generating Facility to provide

Base Contract Capacity for such period of time as is required by PJM from

time to time for all PJM suppliers.  Seller's demonstration of Base

Contract Capacity shall be at Seller's expense and conducted at a time and

pursuant to procedures as may be required by applicable GPU System rules,

regulations and guidelines.  JCP&L and Seller agree to use their reasonable

best efforts to cause the capacity demonstration to be scheduled as early

as practicable in each peak period.  If Seller fails to demonstrate the

ability of the Generating Facility to provide at least 90% of the Base

Contract Capacity, the Capacity Component of the price to be paid for

Electricity pursuant to Article 9.1(b)(v) thereof shall be reduced to the

following amount until Seller is able to demonstrate the ability to provide

at least 90% of the Base



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Contract Capacity:



     Demonstrated Capacity x 5.97 cents/kWh

     Base Contract Capacity



     If Seller does not demonstrate the ability of the Generating Facility

to provide at least 90% of the Base Contract Capacity during the applicable

On-Peak Period, then a retroactive reduction of the Capacity Component of

the price to be paid for Electricity pursuant to Article 9.1(b)(v) based

upon the above formula will be applied to the entire applicable On-peak

Period.



     However, should Seller's failure to demonstrate the ability of the

Generating Facility to provide Contract Capacity be caused by a "force

majeure" event as defined in Article 12 hereof, the provision, of this

Article 6.12 for Base Contract Capacity shall not apply until the "force

majeure" has ceased to exist.



     As part of the foregoing capacity test, Seller shall demonstrate the

ability of the Generating Facility to provide JCP&L the Supplemental

Schedule A Capacity.  This test shall be conducted pursuant to procedures

as may be required by applicable GPU System rules, regulations and

guidelines.  If Seller fails to demonstrate the ability of the Generating

Facility to provide 100% of the sum



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of the Base Contract Capacity and the Supplemental Schedule A Capacity, the

Capacity Component of the price set out in Appendix I hereto for the

Supplemental Schedule A Capacity shall be reduced by an amount calculated

using the following formula until Seller is able to demonstrate the ability

of the Generating Facility to provide 100% of the sum of Supplemental

Schedule A Capacity plus the Base Contract Capacity.  (Supplemental

Schedule A Capacity will be based on the capacity which can be demonstrated

according to GPU System rules above 92 MWH/Hr.)



The lesser of:

1.5 x (1- Demonstrated  Supplemental  Schedule  A  Capacity)  x  Applicable
          Supplemental
          Supplemental Schedule A Capacity        Schedule A Capacity
                                                  payment
                                                  pursuant to Appendix I.
                    or
          100%                x                   Applicable Supplemental
                                                  Supplemental Schedule A
                                                  Capacity payment pursuant
                                                  to Appendix I.


If Seller does not demonstrate the ability of the Generating Facility to

provide at least 100% of the Supplemental Schedule A



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Capacity during the applicable On-Peak Period, then a retroactive reduction

to the Supplemental Schedule A Capacity Component of the price to be paid

for Electricity pursuant to Appendix I based upon the above formula will be

applied to the entire applicable On-Peak Period.  If at any time during

each consecutive three (3) year period commencing with the latter of the

Date of Initial Commercial Operation or the Effective Date of this First

Amendment (hereafter referred to as a "Supplemental Schedule A Nomination

Period") Seller fails to demonstrate the ability of the Facility to provide

at least 1/3 of the Supplemental Schedule A capacity during any scheduled

peak period capacity demonstration, and such failure results in a 100%

reduction of Supplemental Schedule A capacity payments for the applicable

on-peak period, then Seller shall pay to JCP&L a penalty equal to 1.25% of

the full Supplemental Schedule A capacity payments to be made to Seller

over the entire Supplemental Schedule A Nomination Period, which penalty

Seller shall pay to JCP&L in six (6) equal monthly payments commencing in

the month following the month such failure occurs.



     Should Seller's failure to demonstrate 100% of Supplemental Schedule A

Capacity be for any reason other than "force majeure", Seller shall have

the right to schedule subsequent demonstrations at Seller's expense as soon

as possible at a time mutually agreed upon by JCP&L and Seller, following a

failed demonstration of



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Supplemental Schedule A Capacity.



     However, should Seller's failure to demonstrate the ability to provide

Supplemental Schedule A Capacity be caused by JCP&L's inability to accept

delivery of such capacity, the provision of this Section shall not apply.

Demonstrated Capacity will be based on the earliest demonstration

thereafter which JCP&L can accept.



     Should Seller's failure to demonstrate the ability to provide

Supplemental Schedule A Capacity be caused by a "force majeure" event, as

defined in Article 12 hereof, there will be no penalty incurred for such

documented "force majeure" period and no Schedule A Capacity payment will

be made during such period.



     Seller shall demonstrate 100% of the applicable Supplemental Schedule

B Capacity when requested by JCP&L during scheduled Dispatch Periods.  If

the Seller fails to demonstrate 100% of the Supplemental Schedule B

Capacity, the Supplemental Schedule B Capacity payment set out in Appendix

I hereto shall be reduced by an amount calculated using the following

formula until Seller is able to successfully demonstrate such capacity, or

the next succeeding Scheduled Dispatch Period, whichever occurs first.  In

the absence of a Supplemental Schedule B Dispatch Period, Supplemental

Schedule B Capacity Payments will be based upon the



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last demonstrated Supplemental Schedule B Capacity until the next Dispatch

Period.  Seller may also demonstrate the ability of the Generating Facility

to produce Supplemental Schedule B Capacity by self test in the absence of

a Dispatch Period.  Such self test will be for a one hour period.  The

payment for the energy delivered to JCP&L during this self test will be the

applicable On-Peak or off-Peak PJM billing rate to GPU minus ten (10%)

percent.



     1.5 x (1- Demonstrated Supplemental Schedule B Capacity) x Applicable
Supplemental
          Supplemental Schedule A Capacity        Schedule B Capacity

                                                  payment

                                                  pursuant to Appendix I.



     For purposes of this test, demonstrated Supplemental Schedule B

Capacity shall be the average output delivered during the Scheduled

Dispatch Period and shall not include sales to the Generating Facility's

steam host, Base Contract Capacity at 100% output and Supplemental Schedule

A Capacity at 100% output.



     26.  Amendment to Article 6.13 (Electric Sales and Reduction of Energy

Component of Price):  Article 6.13 is hereby amended to read as follows:



     When Operating Status I is selected:



     "(a)  Seller shall sell Electricity to JCP&L continuously



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throughout the term of this Agreement and any extensions or renewals hereof

at an annual level which is equal to or greater than 90% of the Theoretical

Output using the Contract Capacity.  For the purposes of this Agreement,

the Theoretical Output which could be sold in any calendar year using the

Contract Capacity shall be determined by the following formula:



A = 92,000 x (8760-B-C) where,

A = Theoretical Output expressed in kilowatt hours;



B = Non-generating hours as required by JCP&L due to curtailment or

interruption caused by JCP&L and for which the Seller is not at fault, or a

:force majeure";



C = Planned Outage Hours for a major facility overhaul as furnished to

JCP&L pursuant to Article 6.4.



Annual or yearly periods for determining sales of Electricity to JCP&L

shall be based on a calendar year.



Failure to maintain Electricity sales equal to or greater than 90% of the

Theoretical Output for any calendar year, which shall be the twelve

calendar months beginning on January 1 of each year, shall result in a

reduction in the energy component



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of the price pursuant to Article 9.1(b) to be paid for Electricity in the

following year.



     (b)  To determine whether there is to be an energy component price

reduction in any year, beginning with January 1 of the second calendar year

of Commercial Operation, the actual annual amount of Electricity sold by

Seller to JCP&L in the most recent year, less sales of Electricity during

the same period in excess of Maximum Hourly Production, the resulting

difference being referred to hereafter as the "Annual Electricity Sold"

shall be compared to the Theoretical Output.  If the Annual Electricity

Sold to JCP&L in the most recent year is less than 90% of the Theoretical

Output, then the energy component of the price (Article 9.1(b)) to be paid

for Electricity in the following year shall be calculated in accordance

with the following formula:



E = (Y/A) x P where



E = Energy Component of Price



Y = Annual Electricity Sold, expressed in kilowatt hours



A = Theoretical Output expressed in kilowatt hours



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<PAGE>



P = Fixed plus Variable Energy Component Price as specified in Article

9.1(b) and applicable to the contract year.



     (c)  In all cases, pricing will be determined and effective in

accordance with this Article 6.13 for each 3 month adjustment of the energy

component of the price set forth in Article 9.1(b) beginning with January 1

of the year the reduction will take effect and remain in effect until the

following January 1.  When the Seller has in the most recently completed

calendar year achieved in Annual Electricity Sold result of at least 90% of

the Theoretical Output, the Fixed plus Variable Energy Component of the

price in the following year will be returned to 100% of that specified in

Article 9.1[b].



     (d)  If JCP&L determined there should be an energy component price

reduction, it shall submit a statement to Seller within 30 days after the

end of a calendar year, which shall contain the calculation as performed

pursuant to Article 6.13(b) (referred to hereafter as the "Pricing

Statement").  Seller shall promptly (but in any event, within fifteen (15)

days following receipt) advise JCP&L of any objections to the Pricing

Statement.  All such objections shall be settled by the



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Parties as expeditiously as possible.



     (e)  If JCP&L does not receive written notice from Seller concerning

Seller's objection to a Pricing Statement within fifteen (15) days from the

date of its receipt by Seller, said Pricing Statement shall be binding,

absent manifest error, upon Seller and upon JCP&L.



When Operating Status Option II is selected:



     (a)  Seller shall provide Base Contract Capacity and dispatchable

energy to JCP&L at a level which results in a Facility Available Factor

based on Base Contract Capacity and Supplemental Schedule A Capacity for

each calendar year (a "Performance Year") at least equal to the Company

Availability Factor for the immediately preceding calendar year.



     (b)  Subject to paragraphs (h) and (I) below, if for any Performance

Year the Facility Availability Factor is less than the Company Availability

Factor for the immediately preceding calendar year, the Seller shall be

assessed a performance penalty for such Performance Year, equal to the

weighted average of the PJM capacity deficiency payment rate for that year

multiplied by the difference between the Company



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Availability Factor and the Facility Availability Factor multiplied by the

sum of the Base Contract and the Supplemental Schedule A Capacity.



     (c)  For purposes of calculating the Facility Availability Factor, the

Facility will not be penalized during the relevant Performance Year due to

a "force majeure" event or negligent actions or inactions by JCP&L which

prevent JCP&L from accepting deliveries from the Facility.



     (d)  Notwithstanding anything contained in this Article VI or this

Agreement to the contrary, Seller shall not be liable for and no

performance penalty payment shall be payable if the Facility Availability

Factor for a Performance Year is at least 85%.



     (e)  JCP&L shall submit to Seller a performance penalty payment

statement setting forth the amount of any performance penalty payment to be

made by the Seller to JCP&L pursuant to this Article VI within 90 days

after the close of each Performance year.



     (f)  If JCP&L does not receive written notice from Seller of any

objection to the performance penalty payment statement



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within 15 days from the date of receipt thereof, said performance penalty

payment statement shall be deemed conclusive and binding on the parties

absent manifest error.



     (g)  Seller shall make any performance penalty payment due to JCP&L in

6 equal monthly payments by applying said monthly payments against amounts

due from the Company for output delivered during the first six months

following the receipt by Seller of the performance penalty payment

statement.  If Seller does not deliver sufficient electric energy to JCP&L

in any month to allow the full set-off of the monthly payment as provided

herein, Seller shall pay to JCP&L no later than 10 days following the date

of Seller's receipt of JCP&L's invoice therefor any amount which cannot be

set-off.  Any and all amounts due and owing to JCP&L under this Article VI

shall be immediately due and payable by Seller in the event of a

termination of the Agreement.



     27.  Amendment to Article 6.14 (Electricity in Excess of Maximum

Hourly Production):  Article 6.14 is hereby amended to read as follows:

"Subject to the provisions of Article 6.2 hereof, when Operating Status

Option I is selected, JCP&L shall accept additional megawatt hours per hour

of Electricity in excess of the Contract Capacity of 92 megawatt hours per

hour, pursuant to the



                                   26



<PAGE>



pricing formula in Article 9.1 adjusted as follows:



Electricity -% in excess                 Price as a Percentage
   of 92 MW per hour                    of Article 9.1[b] Price

     up to 1                                 90%
     1   to 2                                80%
     2   to 3                                70%
     3   to 4                                60%
     above 4                                 50%


     28.  Amendment to Articles 6.15 and 6.16:  Articles 6.15 and 6.16 are

deleted in their entirety.



     29.  Amendment to Article 6.18 (Operating Options):  Articles 6.18 is

hereby amended to read as follows:  "Seller must, 6 months prior to every

third year anniversary of the Date of Initial Commercial Operation, elect

to operate its Generating Facility in parallel with JCP&L's electric system

for the next 3 years pursuant to one of the following options.



          (a)  Operating Status Option I:  Seller shall sell to JCP&L the

Base Contract Capacity of 92 MWH/Hr. and associated energy.  Seller may

sell any output in excess of the Base Contract Capacity at the rates set

forth in Article 6.14.



          (b)  Operating Status Option II:  Seller shall sell to JCP&L Base

Contract Capacity of 92 MWH/Hr. and associated energy and offer annually

for the following three years



                                   27



<PAGE>



Supplemental Schedule A Capacity and on a daily basis.  Supplemental

Schedule B Capacity.  The Seller shall also make any energy above the Base

Contract Capacity fully dispatchable by JCP&L.



     (c)  The Seller must specify, in writing, the Operating Status Option

it will initially follow at least 4 months prior to the Date of Initial

Commercial Operation, and must specify the amount of Supplemental Schedule

A Capacity, if any, which Seller has selected for the initial Supplemental

Schedule A Nomination Period no later than the Date Initial Commercial

Operation.  Thereafter, at least 6 months prior to every third-year

anniversary of the Date of Initial Commercial Operation, Seller must notify

JCP&L in writing concerning the Operating Status Option and the amount of

Supplemental Schedule A Capacity, if any, which Seller has selected for the

succeeding Supplemental Schedule A Nomination Period.



     30.  Amendment to Article 7.0 (Delivery and Metering):  The following

sentence shall be added to the end of Article 7.0:  "Seller shall reimburse

JCP&L for the reasonable costs of all meters and equipment used for the

measurement of Electricity, and shall also reimburse JCP&L for costs

involved with the inspection and periodic testing of such meters."



                                   28



<PAGE>



     31.  Amendment to Article 7.2:  Article 7.2 is hereby amended to read

as follows:  "For purposes of monitoring the generator operation, JCP&L

shall have the right to require, at Seller's expense, the installation of

generation telemetering and control of selected breakers and switching

equipment.  Seller will also be responsible for the operating and

maintenance costs associated with the metering and telemetering equipment."



     32.  Amendments to Articles 8.1, 8.2., 8.3., 8.4(c), 8.5 and 8.6:



     (a)  Article 8.1 is hereby amended to read as follows:  "Seller agrees

to deliver and JCP&L agrees to purchase Net Electric Energy and Contract

Capacity generated by the Generating Facility pursuant to the terms and

conditions of this Agreement.  Not later than August 30 of each year,

Seller will provide a schedule of expected monthly generated for the next 3

years.  Seller will provide each week by Thursday at 9:30 a.m. or by

Wednesday at 9:30 a.m. if Thursday at 9:30 a.m. or by Wednesday at 9:30

a.m. if Thursday or Friday is a scheduled holiday for JCP&L,. a schedule of

expected hourly output for the coming week.  The schedule for each day will

be confirmed on the preceding workday.  Seller will promptly inform JCP&L

of any occurrences which will cause a change to



                                   29



<PAGE>



the expected hourly output schedule".



     (b)  Article 8.2 and 8.3 are hereby deleted in their entirety.



     (c)  Article 8.4(c) is hereby amended to read as follows:  "Conditions

on the PJM System are such that generators of all PJM member utility are

required to reduce generation to minimum levels during periods of low load

in accordance with Section 9.00 of the Alert and Emergency Procedures

contained in the PJM Interconnection Operating Instruction OI-B.11 and

pursuant thereto JCP&L has received a request from the PJM interconnection

dispatcher to reduce or interrupt purchases from generation external to

PJM, provided that any such PJM requirement to reduce or interrupt such

purchases shall not exceed 600 hours in any calendar year, and provided

further that no more than 400 of the 600 hours shall be during On-Peak

Periods."



     (d)  Article 8.5 is hereby added and reads as follows:



8.5  (a)  When Operating Status Option II is selected, JCP&L shall have

full dispatching control of the output generated by the Generating Facility

above the Base Contract Capacity subject to paragraphs (b) through (d)

below.



                                   30



<PAGE>



     (b)  The Seller will supply to JCP&L by the tenth calendar day of each

month a cents/kWh energy price for the succeeding month, not to exceed 2

times the Base Contract Capacity Energy Component Price, for output above

the Base Contract Capacity level and also an estimate of the daily

dispatchable capacity (Supplemental Schedule A and Supplemental Schedule B

Capacity) available.  JCP&L shall use reasonable efforts to provide Seller

with a monthly operating forecast for the succeeding month by the 20th day

of each month.  The monthly operating forecast will contain the hours JCP&L

expects to require dispatch of the Generating Facility and the level of

output at which it expects the Generating Facility to operate for each day

during the next month.  Such operating forecast is intended solely for use

by Seller in planning fuel purchases and shall not create an obligation on

JCP&L to dispatch the Generating Facility.



     (c)  JCP&L will supply a more detailed monthly operating plan on or

about the 30th day of each month.  Thereafter, JCP&L will provide a weekly

operating plan to Seller by 3:00 p.m. Friday of each week for

implementation the following Monday.  The weekly operating plan as amended

shall be used by Seller to plan maintenance and work schedules.  Seller

will provide



                                   31



<PAGE>



each day by 9:30 a.m. the level of dispatch capacity (both Supplemental

Schedule A and Supplemental Schedule B Capacity) available for the next

day.  Unless otherwise agreed, Seller will be prepared to commence a

dispatchable level operation within thirty (30) minutes of receiving a

Scheduled Dispatch Period request from JCP&L.  Shut-Down Periods will

commence immediately upon notification by JCP&L.



     (d)  The normal dispatchable level of output is expected to be the sum

of the Supplemental Schedule A and Supplemental Schedule B Capacity.



     (e)  Article 8.6 is hereby added and reads as follows:



     "8.6 In recognition of the understanding of the parties hereto that

any payments made pursuant to this Agreement are intended by the parties to

be treated as received in the year in which such payments are due, Seller

acknowledges that the parties intend that JCP&L shall have a deductible

expense, and the Seller shall have taxable income or expense, as the case

may be, with respect to any payments made to the Seller under this

Agreement.  Seller shall not take a contrary or inconsistent position with

respect to the foregoing on



                                   32



<PAGE>



any federal, state or local tax return, before any taxing authority or in

any related tax proceeding."



     33.  Amendments to Article 9 (Price):  Article 9 is hereby amended to

read as follows:

     

          9.1  (a)  The price for all energy 1) delivered prior to the Date

of Initial Commercial Operation and 2) delivered in excess of 92 MWH/Hr.

during Start-Up and Shut-Down Periods when Operating Status Option II has

been selected, thereafter, will be the applicable On or Off-Peak PJM

billing rate to GPU minus ten (10) percent.



          (b)  The price for Contract Capacity, if Operating Status Option

I is selected, or Base Contract Capacity, if Operating Status Option II is

selected, delivered to JCP&L shall consist of an energy component and a

capacity component.



The energy component shall be as follows:



     (i)  a fixed energy component equal to 1.362 cents per kWh shall be

paid for the first twelve years of the term hereof following the Date of

Initial Commercial Operation; plus



     (ii) a Variable energy component equal to 2.347 cents per



                                   33



<PAGE>



kWh which represents 85% of the 1988 hourly average PJM billing rate to GPU

plus 10%.



The energy component of the price for Contract Capacity shall be varied

according to the time of delivery as follows:



     (iii)     during On-Peak Hours, the sum of the Fixed and Variable

energy component of price shall be multiplied by 127%.



     (iv) during Off-Peaks Hours, the sum of the Fixed and Variable energy

component of price shall be multiplied by 85%.



The Fixed energy component of price shall not be paid during years thirteen

through twenty from the Date of Initial Commercial Operation.



The capacity component for Contract Capacity shall be as follows:



     (v)  1.21 cents per kWh averaged over all hours.  The capacity

component will, however, be paid only for kWh delivered during the On-Peak

Period at the rate of 5.97 cents per kWh.



     (vi) There will be no capacity component payment during



                                   34



<PAGE>



the Off-Peak Period.



     Amendment to Article 9.2 (Index):  Article 9.1 is hereby amended to

read as follows:  "With respect to the Contract Capacity or Base Contract

Capacity delivered to JCP&L, depending upon the Operating Status Option

which is in effect, the variable portion of the energy component of price

will be adjusted every three months during the term hereof commencing on

January 1, 1990 by a percentage equal to the lower of the percentage change

in the gas or oil average price for the four quarters ending with the

quarter prior to the quarter immediately preceding the current quarter

compared to the value for the calendar year 1988 as published for JCP&L

plants in the DOE/EIA Publication "Cost and Quality of Fuels for Electric

Plants".

Example:  (Not based on actual index results)

1988 Variable Price = 2.347

          Oil Cost                           Gas Cost

Calendar Year 1988          = 2.0       Calendar Year 1988            = 2.1
Four Quarters ending 9/1989 = 2.4       Four Quarters ending 9/1989   = 2.3
     Percentage Change        20%                                       10%

The index change which would be used in this example for the January 1,

1990 adjustment is .10 corresponding to the lower percentage change of the

two indices.



The variable energy component of the price for the succeeding three



                                   35



<PAGE>



months will be equal to the 1988 variable energy component of the price

(2.347 cents/kwh) multiplied by the sum of one plus the lower percentage

change of the indices.



Variable energy component for succeeding three months =

     2.347  * [1 + .1] = 2.582



     A new Article 9.3 is added to read as follows:



     9.3  If Operating Status Option I is selected, any energy delivered in

excess of the Base Contract Capacity will be purchased at the rates set

forth in Article 6.14.  If Operating Status Option II is selected, a

payment for Supplemental Schedule A Capacity and Supplemental Schedule B

Capacity will be made in accordance with Appendix I.  The price for

dispatchable energy will be the price supplied by Seller in Article 8.5(b).

No payment will be made for energy in excess of 92 Mwh/hr during Non

Scheduled Dispatch Periods.



     34.  Amendment Article 10.3.  A New Article 10.3 is hereby added and

reads as follows:



          10.3 Commencing with the month in which the Date of Initial

Commercial Operation occurs, Seller shall pay to the Company a monthly

administration fee in the amount of $1,440.  Such fee shall be offset

against JCP&L's payment to Seller pursuant to

     

                                   36

     

<PAGE>

     

Section 10.1.  This fee is be adjusted annually based upon the change in

Gross National Product Deflator Index.



     35.  Amendment to Article 10.4:  A new Article 10.4 is hereby added

and reads as follows:



          10.4 The Company shall have the right to set off at any time

against any and all amounts which may be due and owing from the Company to

the Seller under this Agreement the full cost of any and all materials,

equipment, services and supplies for which payment is past due.



     36.  Amendment to Article 12 (Force Majeure):  Article 12 is hereby

amended to read as follows:



          12.1 (a)  The term "force majeure" as used herein means

unforeseeable causes beyond the reasonable control of and without the fault

or negligence of the party claiming "force majeure", including but not

limited to acts of God, strike, flood, earthquake, storm, fire, lightening,

epidemic, war, riot, civil disturbance, sabotage, change in law or

applicable regulation subsequent to the date hereof and action or inaction

by any federal, state or local legislative, executive, administrative or

judicial agency or body which, in any of the foregoing cases, by exercise

of due foresight such party could



                                   37



<PAGE>



not reasonably have been expected to avoid, and which, by the exercise of

due diligence, it is unable to overcome.



          (b)  Anything to the contrary contained in Section 12.1(a) or

otherwise in this Agreement notwithstanding, except as may expressly be

provided in Section 12.1(a), the term "force majeure" shall not include any

of the following:



               (i)  Any reduction, curtailment or interruption of

generation or operation of the Generating Facility, whether in whole or in

part, or the ability of JCP&L to accept or transmit electricity generated

by the Generating Facility which reduction, curtailment or interruption is

caused by or arises from the action or inaction of any third party,

including without limitation, any vendor or supplier to the Generating

Facility or JCP&L of materials, equipment, supplies or services, unless,

and then only to the extent that, any such action or inaction would itself

be excused hereunder as a "force majeure";



               (ii) Any outage, whether or not due to the fault or

negligence of JC&L or the Seller, of the Generating Facility or JCP&L's

system attributable to a defect or



                                   38



<PAGE>



inadequacy in the manufacture, design or installation of the Generating

Facility or JCP&L's facilities of equipment or to a breakdown of their

mechanical or electrical equipment that prevents, curtails, interruption or

reduces the ability of the Generating Facility to generate electricity or

the ability of JCP&L to period its obligations hereunder; or



               (iii)     Changes in market conditions that affect to cost

or availability of the Generating Facility's prime or alternate fuel supply

or demand for the Seller products or affect JCP&L's fuel supplies or

alternate supplies of electric energy or customer demand therefor.



          12.2 Except for the obligations of either party to make required

payments under this Agreement, the parties shall excuse from performing

their respective obligations under Agreement and shall not be liable in

damages or otherwise and to the extent that they are unable to so perform

or prevented from performing by a "force majeure", provided:



               (a)  the non-performing party, as promptly as practical

after the occurrence of the "force majeure", but in no later than 14 days

thereafter, gives the other party was notice describing the particulars of

the occurrence;



                                   39



<PAGE>



               (b)  the suspension of performance is of no greater scope

and of no longer duration than is reasonably required by the "force

majeure";



               (c)  the non-performing party uses its best efforts to

remedy its inability to perform; and



               (d)  as soon as the non-performing party is able to resume

performance of its obligations excused as a result of the occurrence, its

shall give prompt written notification thereof to the other party.



     12.3 Neither party shall be required to settle any strike, walkout,

lockout or other labor dispute on terms which, in the sole judgment of the

party involved in the dispute, are contrary to its interest, it being

understood and agreed that the settlement of strikes, walkouts, lockouts or

other labor disputes shall be entirely within the discretion of the party

having such dispute.



     12.4 (a)  Either party may terminate this Agreement upon 10 days

written notice if, following the Date of Initial Commercial Operation (1)

the generating Facility is either



                                   40



<PAGE>



destroyed or substantially damaged and the Seller advises JCP&L that it

does not intend promptly to reconstruct or repair the Generating Facility,

or (2) an event of "force majeure" hereunder prevents either party from

substantial performance of its respective obligations hereunder for a

period of 24 consecutive months; provided, however, that this Agreement may

not be so terminated if the party prevented from performing due to such

"force majeure" event (i) is to the reasonable satisfaction of the other

party, unable despite use of its best efforts, to overcome the effects of

such "force majeure" during such 24 months and (ii) demonstrates to the

reasonable satisfaction of the other party that the effects of such "force

majeure" can nevertheless be overcome and that it is diligently applying

its best efforts to do so.  The party prevented from performing shall at

its expense provide the other party not later than 60 days following a

request therefor with an opinion of an independent engineering firm,

reasonably acceptable to such other party, supporting the matters set forth

in (ii) above.  Failure to provide such an opinion shall be adequate ground

for termination of this Agreement.



          (b)  Upon termination of this Agreement as provided in

subparagraph (a) above, the parties shall have no further liability or

obligation to each other except for (i) any

     

                                   41

     

<PAGE>

     

obligation arising prior to the date of such termination; and (ii) payment

in full by the Seller of any performance penalty payments which may be owed

to the Company pursuant to Article VI hereof.



     37.  Amendment to Article 13 (Insurance Liability and

Indemnification):  Article 13.1 is hereby amended to read as follows:



          (a)  Seller agrees to keep, or cause its contractors to keep, the

Generating Facility continuously insured with reputable insurance companies

against loss or damage in the amounts and for the risks that property of

similar character is usually so insured by entities owning and operating

like properties.



          (b)  Seller shall maintain, or cause its contractors to maintain,

in effect insurance coverage for the Generating Facility with initial

minimum limits as follows:


          Insurance                          Limits

1.     a.  Worker's Compensation Insurance          As required by statute
   b.  Employer's Liability Insurance        $1,000,000

2.   Comprehensive General Liability (Public Liability) Insurance
  Including:
   a.   Bodily Injury                        $1,000,000 per occurrence

                                   42

<PAGE>

          and                                     and
   Property Damage                           $1,000,000 per occurrence
                         or
   b.   Bodily Injury and                        $1,000,000
      Property Damage                     combined single occurrence
   c.   Personal Injury                     $1,000,000 per occurrence

3. Automobile Liability Insurance (owned, hired & non-owned):
   a.   Bodily Injury                            $1,000,000 per Accident
   b.   Property Damage                     $1,000,000 per Accident

          (c)  At the time Seller accepts the Generating Facility from its

turnkey contractor, Seller shall also procure or cause to be procured and

maintain in effect business interruption insurance (or in lieu thereof, an

operating and maintenance agreement for the Generating Facility with a

reputable equipment manufacturer containing availability guarantees for the

Generating Facility which agreement shall be satisfactory to JCP&L).



          (d)  JCP&L may, upon 90 days prior written notice, require Seller

and Seller shall, from time to time, increase the foregoing initial limits

to amounts which shall be reasonable, based upon (a) commercial

availability of such increased limits on commercially reasonable terms, and

(b) the location, size and type of the Generating Facility, to meet changed



                                   43



<PAGE>



circumstances and then current industry practice.



          (e)  Seller's liability insurance (other than its worker's

compensation insurance) shall include provisions or endorsements (a) naming

JCP&L as an additional insured, (b) stating that such insurance is primary

insurance with respect to the interest of JCP&L and that any insurance

maintained by JCP&L is excess and not contributory insurance with the

insurance required hereunder, and (c) providing that such policies shall

not be canceled or their limits of liability reduced except upon 30 days

prior written notice to JCP&L.



          (f)  A copy of each such insurance policy, certified as a true

copy by an authorized representative of the issuing insurance company or in

lieu thereof, a certificate in form satisfactory to JCP&L certifying that

such insurance is in effect, shall be furnished to the JCP&L not less than

30 days prior to the commencement of construction of the Interconnection

Facilities and 15 days prior to the expiration date of each such policy.



     38.  Effectiveness; Further Agreements:  This First Amendment,

together with the Agreement, constitutes the complete agreement between the

Parties, and may only be further modified by written



                                   44



<PAGE>



agreement signed by both parties.  It is expressly understood by the

Parties that this First Amendment shall only become effective upon its

approval by the New Jersey Board of Public Utilities ("BPU").  The Parties

agree to submit the amendment to the BPU for approval promptly, and to take

all reasonable steps to secure its prompt approval by the BPU.  In the

event that the BPU refuses to approve this First Amendment, or requests

modifications thereto, the Parties agree to negotiate in good faith

appropriate revisions hereto.  If after such good faith efforts, the

Parties cannot agree on a revised First Amendment, the Parties shall retain

all legal rights, and this First Amendment shall not serve to waive any

rights which either Party may have at law or in equity.



     39.  Counterparts.  This First Amendment may be signed in two or more

counterparts, all which taken together shall constitute one and the same

agreement.



                                   45



<PAGE>



     IN WITNESS WHEREOF the undersigned have duly executed this First

Amendment as of the date first above written.



JERSEY CENTRAL POWER &             O'BRIEN (PARLIN)

LIGHT COMPANY                      COGENERATION, INC.



/s/                                Sanders D. Newman

Date: 6/11/91                      Date: 3/19/91



                                   46



<PAGE>

                                Appendix I

                            Capacity Schedules


                         Schedule "A"             Schedule "B"

Year                     S/MW-Month               S/MW-Day

1991                     5534                      92.15
1992                     8492                      96.36
1993                     8132                     101.36
1994                     7733                     107.51
1995                     7356                     113.95
1996                     7000                     120.46
1997                     6661                     128.06
1998                     6322                     135.72
1999                     5987                     143.87
2000                     5652                     152.07
2001                     5312                     161.63
2002                     4978                     165.73
2003                     4643                     154.59
2004                     4303                     142.88
2005                     3968                     132.10
2006                     3659                     121.81
2007                     3405                     113.32
2008                     3180                     105.57
2009                     2955                      98.40
2010                     2730                      90.90
2011                     2438                      81.14


<PAGE>

                                Appendix II

                Gas Turbine Capacity vs. Temperature Table

Temperature                                  Capacity Factor

     90                                      1.0

     80                                      1.04

     70                                      1.09

     60                                      1.13

     50                                      1.18

     40                                      1.22

     30                                      1.26


<PAGE>

                                Appendix II

                      Capacity vs. Temperature Table

                             To be provided by
                                     
                             O'Brien (Parlin)
                            Cogeneration, Inc.

<PAGE>

                               Appendix III

                      EQUIVALENT AVAILABILITY FACTOR


The equation used to calculate Equivalent Availability Factor is:

     EAF (%)   =    AH - (EFPOH - EMPOH - EPPOH) X 100%
                                   PH

WHERE:

EAF = Equivalent Availability Factor

AH = Available Hours which are the time a unit is capable of producing
energy, regardless of its capacity level.

PH = Period Hours which are the total calendar time for the period (year).

EFPOH
EMPOH
EPPOH = Equivalent Forced, Maintenance, and Planned Partial Outage Hours.
These are the number of hours a unit was involved in a less than 100
percent outage expressed as equivalent hours of full outage at the unit''
net summer installed capacity.  Equivalent hours are calculated using the
following formula.

                    E = (D1 x T1)
                    -------------
                         C

WHERE:

E    =    Equivalent Outage Hours
D1   =    Capacity duration for outage I, MW.
T1   =    Time accumulated during outage I, hrs.
C    =    Base Contract Capacity and Supplemental Schedule A Capacity.


<PAGE>

                                Appendix IV

                       Capacity Payment Methodology


Capacity Test - Base and Supplemental Schedule A Capacity

     1.   Test results will be based on the delivery to JC through the billing
       meter.
       Test may be scheduled any time except during minimum load problems on JC
       or PJM system.
     2.   During the first season, payment will be based on the initial
       demonstration of Contract Capacity until the final test has been
       completed.
     3.   During subsequent seasons, payments will be based on the previous
       season's test results until the new test is completed.

Capacity Test - Schedule B Capacity

     1.   Capacity shall be the average output delivered during the scheduled
       dispatch period.  Because of metering limitations, this will be limited
       to  whole clock hours.
     2.   When the facility is not dispatched, payment will be made for
       nominated capacity.
     3.   If nominated capacity exceeds that demonstrated during the last
       scheduled dispatch period, supplier must demonstrate this capacity for
       one clock hour.  The energy above 92 MW will be priced at the
       applicable PJM billing rate minus 10%.

Capacity Payments - Base

     Payment are made for on peak, on season energy up to 92 Mwh/hr
     Rate is $0.0597/kWh adjusted for penalty, if any.
     Final rate will be applied to the entire peak period.
     Any overpayment will be adjusted in the last month of the peak period.

Capacity Payments - Schedule A

     The monthly values in Appendix I will be multiplied by 12/7 and paid
only in peak months.

                                   IV-1

<PAGE>

     The rate will be adjusted by the penalty, if any.
     Any overpayment will be adjusted in the last month of the peak period.

Capacity Payment - Schedule B

     The daily capacity rate will be adjusted for the penalty, if any.
     The penalty, if any, will be calculated using only full dispatch
hours.
     The nominated capacity will be limited to that demonstrated during the
most recent dispatch period unless the supplier demonstrates the higher
value for one clock hour at his expense.

                                   IV-2

<PAGE>

Example 1a

Assumptions

     Base Capacity = 92
     "A" Capacity  = 20
     1-91 Verification Test = 112 @ 92 F
     8-91 Verification Test = 106 @ 92 F

There will be no penalty on base capacity since it was demonstrated.  All
on peak kWh delivered in June, July, August and September will be paid for
at 5.97 cents/kWh.

"A" capacity payments will be made in full during June, July and August
since "A" capacity was demonstrated in January.  Penalty will be calculated
and applied in September bill.

The applied rate = $5,534/MW-mo. X 12/7 = $9,487/MW-mo.
June 20 MW x $9,487/MW-mo. = $189,740
July 20 MW x $9,487/MW-mo. = $189,740
August 20 MW x $9,487/MW-mo. = $189,740

Capacity Price Reduction Factor (CPRF) = 1.5 (1-(14/20)) = 45%
Final capacity rate = $9,487 (1-.45) = $5,218/MW-mo.

Summer Period Payment = 20 MW x 4 months x $5,218/MW-mo = $417,440
June-August Payment   = $189,740 x 3                    = $569,220
September Payment     =                                 - $151,780

This amount will be deducted from the September base capacity payment.

                                   IV-3

<PAGE>

Example 1b

Assumptions

     Base capacity = 92
     "A" capacity  = 20
     8-91 Verification Test = 106 @ 92 F
     8-91 CPRF = 45%
     2-92 Verification Test = 98 @ 92 F

1991 initial capacity rate = 5,534 x 12/7 x .55 = $5,218/MW-mo
1992 initial capacity rate = 8,492 x 12/7 x .55 = $8,007/MW-mo

December = 20 MW x $5,218/MW/mo. = $104,360
January     = 20 MW x $8,007/MW/mo. = $160,140

December Actual = 20 MW ($0/MW-mo)      =    $
Jan-Feb Actual  = 20 MW ($0/MW-mo) x 2 mo. = $
December reversal                            $104,360
January reversal                             $160,140
Net adjustment to February base capacity     $264,500

Since the demonstrated availability of 30% (=6/20) falls below the (1/3)
availability threshold specified in Section 25(b) of the First Amendment,
an amount equal to 1.25% of the Full Supplemental A Capacity payment for
the entire Nomination Period is assessed as follows:

0.125 x [20 MW x $5534 x 12 mo. + 20 MW x $8492 x 12 mo. + 20 MW x 8132 x
12 mo.] = $66,474.

Six (6) equal monthly payments of $11,079 would be paid by Seller starting
in February.

                                   IV-4

<PAGE>

Example 1c

Assumptions

     Base capacity = 92
     "A" capacity = 20
     2-92 Verification Test = 98 @ 92 F
     2-92 CPRF = 105%, capped at 100%
     7-92 Verification Test = 112

Initial capacity rate = $8,492 x 12/7 x (1-1) = $0/MW-mo

June = 20 MW ($0/MW-mo) = $0

7-92 CPRF = 1.5 (1-20/20) = 0
Final capacity rate = $8,492 x 12/7 = $14,558/MW-mo

June, July Actual = 20 MW x $14,558/MW-mo x 2 mo =$582,320
Reversal of June Payment                          $      0
July Payment                                      $582,320

August Payment      = 20 x $14,558 =              $291,160
September Payment   = 20 x $14,558 =              $291,160

                                   IV-5

<PAGE>

Example 2

Assumptions

     Base capacity  = 92
     "A" capacity   = 20
     Year = 1991

Determination of "B" capacity delivery

     Average delivery to JC   117
     Base capacity            -92
     "A" capacity             -20
     "B" capacity delivery      5



Day            Mon       Tues      Wed       Thu       Fri         Sat
"B" Capacity
    Nominated    5          5        4*        5***      5           5
"B" Capacity
    Dispatched   0          5        0         0         0           0
"B" Capacity
    Delivered    0          4        5**       0         0           0
CPRF             0        0.3        0         0         0           0
Schedule B Rate  92.15     92.15     92.15     92.15     92.15       92.15
Actual Rate      92.15     64.51     92.15     92.15     92.15       92.15
Actual Payment  460.75    322.55    368.60    460.75    460.75      460.75


*    Nomination limited to amount previously demonstrated
          Actual capacity delivered and associated penalties, if any, will
          be based on the billing meter.  Allowable capacity nominated
          will, by necessity, be based on values telemetered to JCP&L.
          Nominated capacity will not be retroactively adjusted when the
          billing meter is read.

**   Seller demonstrated 5 MW at his expense.

***  Seller may now nominate 5MW until it is dispatched and not made.

                                   IV-6

<PAGE>

                                Appendix V

                        Energy Payment Methodology

Parsing of hourly energy values:

     If the dispatch request is not for full hours, partial dispatch hours
will be considered full dispatch hours.

     If the dispatch request is for full hours, the hour before dispatch
and the hour after dispatch will be considered ramp hours.

     If the dispatch period starts on a partial hour, subtract the contract
ramp time from the start time.  If still in the same hour, no ramp time
will be billed.  If part of ramp time is in previous hour, entire previous
hour will be considered ramp hour.

Assumptions for example:

     Base capacity                 -  92  mw
     "A" capacity                  - 110  mw
     "B" capacity                  - 118  mw
     Ramp up time                  -  20  min
     Ramp down time                -  10  min
     Peak season weekday
     Base energy cost - Fixed      1.362 cent/KWH
                        Variable   2.775 cent/KWH
                        Total      4.137 cent/KWH

On Peak   =    5.254 cent/KWH
Off Peak  =    3.516 cent/KWH

Dispatch energy cost 4.5 cent/KWH
PJM billing rate - On Peak 3.5 cent/KWH x .9 = 3.15 cent/KWH
              Off Peak 2.5 cent/KWH x .9 = 2.25 cent/KWH
"B" capacity dispatched from 1030 to 1400

Notes:    The example does not show the effect of regulation.
     The example is for a day.  The PJM billing rates are for the month.

                                   V-1

<PAGE>

                               MWH RECEIVED

HOUR      TOT     BASE OFPK   BASE ONPK DISP PJMOFPK   PJMONPK   FREE

 1          90        90
 2          91        91
 3          89        89
 4          91        91
 5          88        88
 6          70        70
 7          94        92                                            2
 8          92        92
 9          91                   91
10          90                   90
11         108                   92     16
12         118                   92     26
13         117                   92     25
14         116                   92     24
15          95                   92                         3
16          91                   91
17          90                   90
18          89                   89
19          88                   88
20          89                   89
21          90        90
22          90        90
23          91        91
24          89        89
Total     2247      1063       1088     91   0              3       2

                                   V-2

<PAGE>

                                  INVOICE


Energy Type         Output         Rate            Bill $
Base OFPK           1,063,000      3.516          37,375.08
Base ONPK           1,088,000      5,254          57,163.52
Disp                   91,000      4.500           4,095.00
PJM OFPK                    0      2.250                  0
PJM ONPK                3,000      3.150              94.50
FREE                    2,000      0.000                  0

Total               2,247,000                     98,728.10

                                   V-3