<PAGE>
                                                  Exhibit 10.11.3


                        SECOND AMENDMENT

                               TO

                    POWER PURCHASE AGREEMENT

                        _________________

     This SECOND AMENDMENT, dated as of March 1, 1988 ("Second
Amendment"), to the Power Purchase Agreement, dated March 10,
1986, between O'Brien Energy Systems, Inc. ("Seller") and Jersey
Central Power & Light Company ("JCP&L").

                      W I T N E S S E T H :

     WHEREAS, the Power Purchase Agreement provides for the
purchase by JCP&L of the capacity and energy from Seller's
Cogeneration Facility with a nameplate rating of 52 MW/Hr. to be
constructed by Seller at the Newark Boxboard plant in Newark, New
Jersey;
     WHEREAS, by letter agreement dated June 2, 1986 ("First
Amendment"), the Parties have amended the Power Purchase
Agreement in certain respects (the Power Purchase Agreement, as
so amended by the First Amendment being hereinafter referred to
as the "Agreement");
     WHEREAS, Seller has advised JCP&L that construction of the
Facility has been delayed and has requested that the Date of
Initial Commercial Operation as provided in the Agreement
therefore be extended;

<PAGE>

     WHEREAS, JCP&L is willing to extend the Date of Initial
Commercial Operation as requested by Seller, subject, however, to
the terms and conditions hereof; and
     WHEREAS, the Parties desire to amend the Agreement in
certain other respects.
     NOW THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the Parties hereby agree as
follows:
1.   Article III - Definitions.  Article III of the Agreement is
     hereby amended as follows:
     (a)  By revising the definition of "Contract Capacity" in
     Article 3.6 to read in its entirety as follows:
          3.6  "Contract Capacity" means the maximum summer Peak
     Period producing capability the Generating Facility shall
     demonstrate according to GPU/PJM guidelines, as in effect
     from time to time, in MWH/Hr. which, in any event, shall not
     be less than 52 MWH/Hr.
     (b)  By adding the following defined term therein:
          3.16(a)  "Major Facility Overhaul" means an outage of
     the Cogeneration Facility for a complete replacement or
     reconditioning of the Cogeneration Facility's electrical
     prime mover, one or more of its turbine-generators or its
     related boiler(s) due to ordinary wear and tear.  Each such
     outage may occur not more often than once every five (5)
     years for a period of up to ninety (90) days each.

                                2

<PAGE>

     (c)  By revising the definition of "On-Peak Period" in
     Article 3.19 to read in its entirety as follows:
          3.19  "On-Peak Period" means all hours from 8:00 A.M.
     to 8:00 P.M. prevailing time Monday through Friday, other
     than on New Year's Day, Memorial Day, Independence Day,
     Labor Day, Thanksgiving and Christmas.
     (d)  By adding definitions of the terms "Off-Peak Season"
     and "On-Peak Season" as follows:
          3.18(a)  "Off-Peak Season" means the months of March,
     April, May, October and November.
          3.19(a)  "On-Peak Season" means the months of December
     through February and June through September.
2.   Article 4.1 - Duration of Agreement.  Paragraph B of Article
     4.1 of the Agreement is hereby amended in its entirety and
     new Paragraphs (C) through (H) are hereby added thereto to
     read in full as follows:
          (B)  Seller has furnished JCP&L with a revised detailed
     engineering, permitting and construction schedule identifying all
     critical path items for project development and providing for
     Initial Commercial Operation of the Facility by April 1, 1990.
     Seller shall promptly advise JCP&L of any material revisions,
     modifications or changes to such schedules.

                                3

<PAGE>

          (C)  Seller shall furnish JCP&L with quarterly status
     reports describing the progress of the engineering,
     permitting and construction of the Facility.  Such reports
     shall include, in reasonably sufficient detail, explanations
     of any delays in meeting scheduled dates for commencement or
     completion of any listed item.
          (D)  Seller shall immediately notify JCP&L if Seller
     has not (i) obtained all critical path Federal, State and
     local environmental construction permits and authorizations
     to construct and operate the Facility and (ii) issued a
     purchase order, or entered into a legally binding
     commitment, for the Facility's principal energy conversion
     device on or prior to the dates specified in the schedules
     as initially submitted to JCP&L or as such schedules may
     subsequently be revised.
          (E)  If the Initial Delivery Date has not occurred on
     or prior to April 1, 1990, JCP&L may terminate this
     Agreement upon written notice to Seller unless prior to such
     date, (1) Seller demonstrates to JCP&L's reasonable
     satisfaction that Seller has (a) commenced and there is
     ongoing a program of continuous construction of the Facility
     pursuant to which Seller has incurred or legally obligated
     itself to pay for direct construction expenses of not less
     than fifty (50%) percent of the projected direct
     construction costs of the Facility (which Seller shall

                                4

<PAGE>

     certify to JCP&L on the basis of appropriate documentation)
     and (b) furnished JCP&L with a revised construction schedule
     for the Facility under which the Facility will be in
     Commercial Operation not later than April 1, 1991 and
     (2) Seller pays to JCP&L the full amount of liquidated
     damages set forth in Article XXII hereof, subject to refund
     as provided in paragraph (G) below.  In such event, the
     Initial Delivery Date shall be extended to April 1, 1991, or
     such earlier date as Seller shall specify in such revised
     construction schedule.
          (F)  If the Initial Delivery Date has not occurred on
     or prior to April 1, 1991, JCP&L may terminate this
     Agreement upon written notice to Seller unless prior to such
     date (a) Seller demonstrates to JCP&L's reasonable
     satisfaction that a continuous program of construction of
     the Facility is ongoing pursuant to which Seller has
     incurred or legally obligated itself to pay for direct
     construction expenses of not less than seventy-five (75%)
     percent of the projected direct construction costs of the
     Facility (which Seller shall certify to JCP&L on the basis
     of appropriate documentation) and (b) Seller has furnished
     JCP&L with a revised construction schedule for the Facility
     under which the Facility will be in Commercial Operation not
     later than April 1, 1992.  In such event, the Initial
     Delivery Date shall be extended to April 1, 1992, or such
     earlier date as Seller shall specify in such revised
     construction schedule.

                                5

<PAGE>

          (G)  In the event this Agreement is not otherwise
     terminated pursuant to the provisions of this Article IV and
     Seller pays to JCP&L the liquidated damages amount as
     provided in Paragraph (E) above, then within thirty (30)
     days of the end of the billing period following the Initial
     Delivery Date, JCP&L shall credit Seller for amounts due to
     JCP&L hereunder or otherwise reimburse Seller for the full
     amount of such liquidated damage payment but without
     interest thereon.
          (H)  If the Initial Delivery Date has not occurred for
     any reason, including but not limited to Force Majeure, on
     or prior to April 1, 1992, this Agreement may be terminated
     by JCP&L upon written notice to Seller.
3.   Article V - Operation and Maintenance.
          Article V of the Agreement is hereby amended in the
     following respects:
          (a)  Paragraph A of Article 5.5 is amended to read in
     its entirety as follows:
          A.   Each Party shall keep the other Party's Operating
          Representative informed as to the operating schedules of their
          respective facilities affecting each other's obligations
          hereunder, including any reduction in availability of Contract
          Capacity.  In addition, Seller shall furnish JCP&L with an annual
          forecast not later than January 1 of each year following the
          Initial Delivery Date setting forth the expected dates

                                6

<PAGE>

          and anticipated duration of each scheduled outage for
          the succeeding twelve (12) months.  Seller shall notify
          JCP&L not less than thirty (30) days prior to the
          commencement of any scheduled outage, and of the
          anticipated duration thereof, and as soon as possible
          with respect to any unscheduled outage.
          (b)  Article 5.7 is hereby amended to read in its
          entirety as follows:
          5.7  Seller shall use its best efforts to schedule and
               conduct routine maintenance outages of the
               Facility only during the Off-Peak Season except
               that Seller may conduct such scheduled outages of
               the Facility up to a total of thirty (30) hours
               during On-Peak Periods in the On-Peak Season in
               any year, exclusive, however, of a Major Facility
               Overhaul and any inspections required by law.
          (c)  Article 5.8 is amended by adding the following at
          the end thereof:
          Seller shall furnish to JCP&L on each January 1
          following the Initial Delivery Date reasonably
          satisfactory evidence that Seller has performed or
          caused to be performed all manufacturer-recommended
          maintenance and testing with respect to the Facility
          and any protective apparatus and interconnection
          equipment, including circuit breakers, relays and
          auxiliary equipment.  Seller shall provide JCP&L with

                                7

<PAGE>

          at least thirty (30) days prior written notice of its
          intent to test such equipment and JCP&L personnel may,
          if JCP&L desires, observe such testing.
          (d)  Article 5.10 of is amended to read in its entirety
          as follows:
                    5.10  (a)  Seller shall generate and sell
               electric energy to JCP&L throughout the term of
               this Agreement and any extensions or renewals
               hereof at an annual level for On-Peak Periods
               which, commencing on January 1 of the fourth full
               year of operation of the Facility following the
               Initial Delivery Date and for each year thereafter
               ("Production Year"), shall be not less than 85% of
               the average annual generation output achieved for
               On-Peak Periods during the three (3) immediately
               preceding years of operation of the Facility
               ("Average Generation").
                    (b)  If the actual annual amount of electric
               energy delivered from the Facility to JCP&L during
               On-Peak Periods for any Production Year ("Actual
               Generation") is less than 85% of the Average
               Generation, then Seller shall pay JCP&L a
               performance deficiency payment equal to the number
               of kwh by which (x) 85% of the Average Generation
               exceeds (y) the Actual Generation, multiplied by
               the then variable pricing component as paid during
               On-Peak Periods in cents per kwh.

                                8

<PAGE>

                    (c)  For purposes of calculating the Actual
               Generation of the Facility during a Production
               Year, there shall be added to the actual amount of
               electricity delivered from the Facility to JCP&L
               during On-Peak Periods 85% of any kwh which the
               Facility does not deliver (based upon the Contract
               Capacity of the Facility) during On-Peak Periods
               during such Production Year due to (i) Force
               Majeure as provided in Article XI hereof, (ii) a
               Major Facility Overhaul and (iii) a disconnection
               of the Facility or an interruption, curtailment or
               reduction of purchases of electricity by JCP&L
               pursuant to Articles 5.3 or 7.6 hereof, other than
               pursuant to Article 7.6(e) hereof.
                    (d)  Seller shall make any performance
               deficiency payment due to JCP&L in six (6) equal
               monthly payments by applying said monthly payments
               against amounts due from JCP&L for electric energy
               delivered during the first six (6) months of the
               year following the year for which the performance
               deficiency payment statement applies.  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 within ten (10) days after the
               end of such month, any amount which cannot be set-
               off.  Any and all amounts due and owing to JCP&L
               under this Article V shall be immediately due

                                9

<Page

               and payable by Seller in the event of a
               termination of this Agreement.
                    (e)  JCP&L shall submit to Seller a
               performance deficiency payment statement setting
               forth the amount of any performance deficiency
               payment to be made by Seller to JCP&L pursuant to
               this Article V within thirty (30) days after the
               close of each year for which a performance
               deficiency payment has been incurred.
                    (f)  If JCP&L does not receive written notice
               from Seller of any objection to the performance
               deficiency payment statement within fifteen (15)
               days from the date of Seller's receipt thereof,
               said statement shall be deemed conclusive and
               binding on the Parties absent manifest error.
                    (g)  Seller shall demonstrate the ability of
               the Facility to provide JCP&L with the specified
               Contract Capacity within thirty (30) days after
               the Initial Delivery Date.  Thereafter, twice
               annually at JCP&L's request, Seller shall once,
               during On-Peak summer months (June through
               September) and once during On-Peak winter months
               (December through February), demonstrate the
               ability of the Facility to provide Contract
               Capacity for such period of time as is required by
               PJM from time to time for all PJM suppliers.
               Demonstration of Contract Capacity shall

                                10

<PAGE>
               be at Seller's expense and conducted at a time and
               pursuant to procedures as may be required by
               applicable PJM rules, regulations and guidelines
               and, to the extent not inconsistent therewith, as
               mutually agreed upon by the Parties.  If Seller
               fails to demonstrate the ability of the Facility
               to provide Contract Capacity, the Contract
               Capacity component (fixed price component) of the
               price to be paid for energy, as set forth in
               Appendix A hereto, shall be reduced to the
               following amount for so long as Seller is unable
               to demonstrate the ability of the Facility to
               provide Contract Capacity:
            Demonstrated Capacity  x  Capacity Component of Price
            Contract Capacity         (fixed price component)

4.   Articles 5.11, 5.15 and 5.16.  Articles 5.11, 5.15, and 5.16
     of the Agreement are hereby deleted in their entirety and
     shall have no further force or effect.
5.   Article VI - Measurement and Metering.
          Paragraph A of Article 6.5 is hereby amended by
     revising the first sentence thereof to read in full as
     follows:
          A.   The accuracy of the Wheeling Utility's measuring
          equipment shall be tested and verified by Seller or the
          Wheeling Utility at reasonable intervals, but not less
          often than once annually, and, if requested, in JCP&L's
          presence.

                                11

<PAGE>

6.   Article VII - Terms of Sale.
          (a)  Article 7.1 is hereby amended by including the
     language at the end thereof before the period:  "up to a
     maximum of 52 MWH/Hr.; provided, however, that if offered by
     Seller, JCP&L may agree to purchase additional energy from
     the Facility up to a maximum of 56 MWH/Hr. except that
     notwithstanding anything contained in this Agreement or
     Appendix A to the contrary, the price paid for such
     additional energy shall be 90% of the On-peak or Off-peak,
     as applicable, PJM billing rate as then in effect".
          (b)  Article 7.3(c) is hereby amended to read in full
     as follows:
               (c)  On or before Thursday of each week, Seller
          shall also furnish to JCP&L estimates of the Facility's
          energy production for that week.  Actual performance
          information as required from time to time for PJM
          reporting purposes will be supplied by Seller to JCP&L
          upon request.
          (c)  Article 7.6(d) is hereby amended by changing the
     reference "400 kwh" in the penultimate line thereof to "400
     hours".
7.   Article IX - Billings and Records.
          Article 9.1 is hereby amended by replacing the phrase
     "the end of each monthly billing period" in the third line
     thereof with the phrase "receipt by JCP&L of an official
     billing statement from the Wheeling Utility showing the

                                12

<PAGE>

     amount of Electricity delivered from the Facility to JCP&L
     during a monthly billing period in sufficient detail for
     JCP&L to calculate amounts due to Seller hereunder."
8.   Article XII - Insurance, Liability and Indemnification.
          Article 12.1 is hereby amended to read in full as
     follows:
          12.1 Insurance.
          (A)  Seller agrees to keep the 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 in effect insurance coverage
     for the Facility with initial minimum limits as follows:
                  Insurance                        Limits

     1.a.   Worker's Compensation          As required by
            Insurance                          statute

       b.   Employer's Liability           $500,000
            Insurance

     2.Comprehensive General Liability     (Public Liability)

     Insurance including:

       a.   Bodily Injury                  $1,000,000 per
                                           occurrence
            and

            Property Damage                $1,000,000 combined
                                           single limit per
                                           occurrence


                                13

<PAGE>

       b.   Bodily Injury and Property     $1,000,000 combined
            Damage                         single limit per
                                           occurrence

       c.   Personal Injury                $500,000 per
                                           occurrence
     3.Automobile Liability Insurance (owned, hired & non-
     owned):

       a.   Bodily Injury                  $500,000 per Accident

       b.   Property Damage                $500,000 per Accident



     4.   Seller shall also procure and maintain in effect
     business interruption and property hazard insurance in
     sufficient amounts to cover and otherwise insure against
     reasonable business risks associated with damage to or other
     interruption or loss of use of the Facility and appurtenant
     equipment.

     5.   JCP&L may, upon ninety (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 commercial availability of such
     increased limits at commercially reasonable terms and the
     location, size and type of the Facility, to meet changed
     circumstances and then current industry practice.
          (C)  Seller's liability insurance (other than its
     worker's compensation insurance) shall include provisions or
     endorsements providing that such policies shall not be
     cancelled or their limits of liability reduced without
     thirty (30) days prior written notice to JCP&L.

                                14

<PAGE>

          (D)  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 to the issuance of such
     insurance, shall be furnished to JCP&L on or before the
     Initial Delivery Date and fifteen (15) days prior to the
     expiration date of each such policy.

9.   Article 13.2 - Remedies for Breach.  Article 13.2 is hereby
     amended to read in its entirety as follows:

     13.2(A)  Remedies for Breach.
          (i)  In the event of a breach of this Agreement, as
     defined in Article 13.1 hereof, the non-breaching Party may
     terminate this Agreement by giving written notice of such
     breach and termination to the Party in breach, whereupon the
     non-breaching Party shall be excused and relieved of all
     further liability and obligations hereunder.
          (ii) Notwithstanding the foregoing, in the event of a
     breach of this Agreement the non-breaching Party shall be
     entitled (x) to commence an action in the nature of specific
     performance to require the breaching Party to cure such
     breach and specifically perform its duties and obligations
     under this Agreement in accordance with the terms and
     conditions hereof and (y) to exercise such other rights and
     remedies as it may have at equity or at law.

                                15

<PAGE>

     13.2(B)  JCP&L's Right to Operate.
          If at any time during the term of this Agreement Seller
     breaches this Agreement, or Seller fails to operate and
     maintain the Facility in accordance with the terms and
     conditions hereof for a period of sixty (60) days after
     written notice from JCP&L and during such period Seller does
     not take or has not taken reasonable steps to cure such
     breach or correct such failure, JCP&L may, at its sole
     election and without any obligation to so do, assume
     management control of, and otherwise operate, the Facility
     and all the appurtenant equipment necessary to deliver
     electricity to JCP&L's system.  Such right to assume
     operation of the Facility shall be limited by and subject to
     the following:
          (1)  JCP&L may exercise its option to assume management
     control and operation of the Facility and the appurtenant
     equipment after having given ten (10) days written notice of
     its intentions to Seller.
          (2)  JCP&L shall promptly return operation and
     management control of the Facility to Seller at such time as
     Seller demonstrates to JCP&L's satisfaction that Seller is
     able to resume performance of its obligations, duties, and
     responsibilities under this Agreement.
          (3)  Seller shall at all times retain legal title to
     and ownership of the Facility.

                                16

<PAGE>

          (4)  JCP&L's assumption of management control and/or
     operation of the Facility and appurtenant equipment shall
     not be construed as creating any duty or responsibility on
     JCP&L's part for the continued or economic operation of the
     Facility for the benefit of Seller or any third party.
          (5)  Seller shall indemnify, defend, and hold JCP&L
     harmless from and against all damages, claims, actions, and
     lawsuits (including but not limited to legal fees and
     expenses) which JCP&L may suffer or incur as a result of
     assuming management control and operation of the Facility.
          (6)  Seller shall reimburse JCP&L for any and all costs
     and expenses reasonably incurred by JCP&L in assuming
     operation of and operating the Facility, or at its sole
     discretion, JCP&L may set off such costs and expenses
     against any amounts due Seller under this Agreement.
          (7)  Seller hereby waives any and all claims, damages,
     actions and lawsuits which it may have against JCP&L (other
     than claims for damages arising out of JCP&L's gross
     negligence) as a result of any personal injury, damage to or
     impairment of the environment, or damage resulting to any
     property (including but not limited to the Facility) during
     such time that JCP&L has undertaken management control and
     operation of the Facility pursuant hereto; provided,
     however, that JCP&L shall at all times take such reasonable
     steps as may be necessary to operate the Facility in
     accordance with all applicable laws, governmental
     regulations and regulatory requirements.

                                17

<PAGE>

          (8)  Notwithstanding the foregoing, should JCP&L assume
     management control and operation of the Facility hereunder,
     JCP&L may at any time return operation and control of the
     Facility to Seller without any further liability or
     obligation on the part of JCP&L.

10.  Article 15.2 - Service of Notice.
          Article 15.2(l) is hereby amended to provide that
     notices to Seller shall be addressed as follows:
               O'Brien Energy Systems, Inc.
               225 South Eighth Street
               Philadelphia, Pennsylvania  19106
               Attention:     Jeffrey Barnes,
                              Executive Vice President

11.  A new Article 22 is hereby added to the Agreement to provide
as follows:
                           ARTICLE 22
                       LIQUIDATED DAMAGES

          22.1 If Seller shall abandon or fail to complete the
     Facility before the Initial Delivery Date and this Agreement
     is therefore terminated, it is acknowledged and agreed that
     JCP&L will suffer damages which, as the result of JCP&L's
     dependence upon the delivery of the Facility's energy and
     capacity hereunder, JCP&L would be unable to mitigate fully.
     JCP&L and Seller agree that the amount of actual damages
     suffered by JCP&L under the foregoing circumstances would be
     difficult or impossible to measure.  Therefore, JCP&L and
     Seller agree that

                                18

<PAGE>

     if the Facility shall fail to commence Commercial Operation
     on or before the Initial Delivery Date, as the same may be
     extended, set forth in Article 4 of this Agreement, Seller
     shall pay to JCP&L a one-time liquidated damage amount equal
     to ten dollars ($10.00) per kw of the anticipated Contract
     Capacity of the Facility as set forth in Preface A (Project
     Summary) to this Agreement.  Seller will secure payment of
     this amount by providing to JCP&L not later than thirty (30)
     days following the issuance of an order by the New Jersey
     Board of Public Utilities approving the Second Amendment to
     the Agreement, a non-cancellable surety bond or irrevocable
     bank letter of credit in form and substance reasonably
     acceptable to JCP&L upon which JCP&L can draw if the
     Facility does not achieve Commercial Operation by the
     Initial Delivery Date.  Said surety bond or letter of credit
     will be renewed by Seller not later than 10 days prior to
     its stated expiration date.  At Seller's option, the surety
     bond or letter of credit may be replaced with other security
     acceptable to JCP&L.  Notwithstanding anything contained in
     this Agreement to the contrary, if Seller should fail to
     renew the surety bond, letter of credit or other security
     accepted by JCP&L on or before the tenth day prior to its
     stated expiration date, JCP&L shall be entitled, without
     further notice to Seller, to draw on such surety bond,
     letter of credit or other security.  Upon receipt of payment
     thereunder, JCP&L shall hold the funds pending (i) a renewal
     of the surety bond, letter of credit or

                                19

<PAGE>

     other security, in which event JCP&L shall refund such funds
     to Seller or (ii) a termination of this Agreement as herein
     provided in which case JCP&L shall retain the funds in
     accordance with the terms hereof.
          12.  A new Article 23 is hereby added to the Agreement
     to provide as follows:

                           ARTICLE 23
                            COVENANTS

          23.1 Seller hereby covenants and agrees that prior to
     the Initial Delivery Date, Seller shall at its own cost and
     expense obtain all material permits, licenses and other
     authorizations from governmental authorities as may be
     required to construct, operate and maintain the Facility and
     to perform its obligations hereunder, and during the term
     hereof, Seller shall furnish to JCP&L copies of each such
     permit, license and authorization promptly following receipt
     thereof.  Seller shall maintain in full force and effect all
     such governmental permits, licenses and authorizations as
     may be necessary for the construction, operation or
     maintenance of the Facility.

     13.  Appendix A - Schedule of Electricity Purchase Prices.
               Paragraph A.1 of Appendix A is hereby amended to
          read in its entirety as follows:
               Price:  Buyer shall pay the following amounts to
          Seller for electricity delivered to Buyer:

                                20

<PAGE>

                    A.   For electricity delivered in an On-Peak
               Period prior to January 1, 2000, 120% of the
               applicable rate times the electricity delivered in
               the On-Peak Period.  For electricity delivered in
               the On-Peak Period after January 1, 2000, 110% of
               the applicable rate times the electricity
               delivered in the On-Peak Period.
                    B.   For electricity delivered in an Off-Peak
               Period prior to January 1, 2000, 88.9% of the
               applicable rate times the electricity delivered in
               the Off-Peak Period.  For electricity delivered in
               an Off-Peak Period after January 1, 2000, 92% of
               the applicable rate times the electricity
               delivered in the Off-Peak Period.
     14.  Paragraph A.2B of Appendix A is hereby amended and a
          new Paragraph A.2C is hereby added to read in their
          entirety as follows:
                    B.   The Adjusted Base Rate (as determined
               pursuant to Article A.3) for deliveries on or
               after April 1, 1986, excluding deliveries prior to
               the demonstration of Contract Capacity as provided
               in this Agreement.
                    C.   The applicable On-Peak or Off-Peak PJM
               billing rate to GPU minus 10% for energy delivered
               prior to the demonstration of Contract Capacity as
               provided in this Agreement.

                                21

<PAGE>

     15.  Effectiveness; Regulatory Approval.  This Second
          Amendment shall become effective and binding upon the
          Parties hereto upon execution hereof and issuance of a
          final order by the New Jersey Board of Public Utilities
          approving this Second Amendment as so executed, and
          without terms and conditions unreasonably to either
          Party.
     16.  Captions; Miscellaneous.
               All indexes, titles, subject headings, section
          titles and similar items are provided for the purpose
          of reference and convenience only and are not intended
          to be inclusive, definitive or to affect the meaning of
          the contents or scope of this Second Amendment.  Unless
          otherwise defined in this Second Amendment, capitalized
          terms shall have the meaning ascribed to them in the
          Agreement.
     17.  Choice of Law.
               This Second Amendment shall be governed by and
          construed in accordance with the laws of the State of
          New Jersey applicable to contracts made and to be
          performed in that State.
     18.  Entire Agreement; Severability.
               The Agreement, as further amended by this Second
          Amendment, supersedes any and all oral or written
          agreements and understandings heretofore made relating
          to the subject matter hereof, and constitutes the
          entire agreement and understanding of the Parties
          relating

                                22

<PAGE>

          hereto.  Should any provision of this Amendment be held
          invalid or unenforceable, such provision shall be
          invalid or unenforceable only to the extent of such
          invalidity or unenforceability without invalidating or
          rendering unenforceable any other provision thereof.
          Except as amended by this Second Amendment, the
          Agreement shall remain in full force and effect.
19. Counterparts.
          This Second Amendment may be executed in any number of
     counterparts, and all such counterparts executed and
     delivered, each as an original, shall constitute but one and
     the same instrument.
          IN WITNESS WHEREOF, the parties by their authorized
     representatives have executed this Second Amendment as of
     the day and year first set forth above.

ATTEST:                          JERSEY CENTRAL POWER & LIGHT
                                 COMPANY

/s/ C.A. Marks                   By: /s/ E.J. McCarthy
Asst. Secretary


ATTEST:                          O'BRIEN ENERGY SYSTEMS, INC.

/s/ C.B. Balickie                By: /s/ Sanders Newman
Secretary                        Sr. V.P. - Sec. & Gen. Counsel


                                23