SCHEDULE I

                            HEAT PURCHASE AGREEMENT

THIS HEAT PURCHASE  AGREEMENT  (the  "Agreement")  is made and entered into this
12th day of September,  1989, by and between  BONNEVILLE NEVADA  CORPORATION,  a
Nevada corporation  ("Bonneville  Nevada") and  GEORGIA-PACIFIC  CORPORATION,  a
Georgia  corporation  (11G-P11).  G-P and  Bonneville  Nevada  are  referred  to
collectively herein as "Parties".

                                   RECITALS:

A. Bonneville  Nevada and G-P have entered into an Amended and Restated Business
Agreement (the "Business  Agreement") of even date herewith whereunder,  subject
to the terms and conditions therein  contained,  Bonneville Nevada has agreed to
construct,  operate and  maintain  an  approximately  85  megawatt  cogeneration
facility (the "Facility")  lying adjacent to G-P's existing gypsum plant located
in Clark County, Nevada (the "Plant").

B. Under the terms of the Business Agreement, Bonneville Nevada agrees to supply
to G-P and G-P agrees to purchase  from  Bonneville  Nevada  heat (the  "Thermal
Output") produced by the Facility for the use by G-P in the Plant

The Parties desire hereby to set forth their  agreement and  understanding  with
respect to the provisions and purchase of the Thermal Output.

NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Parties
hereto agree as follows: 

                                   AGREEMENT

1.  Characteristics  and Thermal  Requirements  of the  Equipment.  The Plant as
currently  designed  and  operated  includes  one  2-zone  kiln and four  gypsum
calcining mills (the "Equipment").  The Plant's current operating statistics are
approximately as follows:

     (a)  Line  Speeds:  130 fpm for 1/2  inch  board  and 100 fpm for 5/8  inch
          board;

     Evaporative Estimate: 800 pounds every 2 minutes for a total of 24,000 pph;

     Normal Control Temperatures: Kiln Zone 1 - 600 degrees - 650 F; Kiln Zone 2
- 450 degrees F

     Total  Present Gas Usage:  Approximately  1,100 MCF per day all natural gas
values in this Agreement assume 1,000

     BTU/CF)  of  which   approximately   60  percent   goes  to  the  kiln  and
approximately 40 percent goes to the gypsum mills;

     (e) Plant Operating Schedule: 6 2/3 days per week, 24 hours per day;


Based  upon  the  foregoing   characteristics,   the  Equipment,   as  currently
configured, requires approximately 45.7 MMBTUs of heat delivered to the Delivery
Point(s) as hereinafter described during each hour of Plant operation.

It is anticipated that the Plant's capacity will be increased during the term of
this Agreement. The defined term "Equipment" shall hereinafter refer to the kiln
and calcining  mills,  as they may be configured  now or in the future.  defined
term "Thermal  Requirements" shall hereinafter refer to heat requirements of the
Equipment,  as it is configured now or in the future. The parties agree that the
maximum amount of heat delivered under this Agreement following potential future
expansion of the Plant shall be the equivalent of 1900 MCF/day (annual  average)
with a winter daily peak of up to 2100  MCF/day and such  maximum  amount may be
relied upon by Bonneville Nevada in designing and constructing the Facility.

2. Characteristics and Thermal Output of the Facility.  The Facility is shown on
the drawing,  attached  hereto as Exhibit "A" and by this  reference made a part
hereof.  The  Facility  consists  of three  combustion  gas  turbine  generators
headered together on the high temperature discharge gas exhaust. Process heat is
supplied  to the two zones of the kiln and the four  mills by  control  dampers.
Excess  exhaust heat is ducted to a dual drum heat recovery  steam  generator to
produce superheated steam and dearator,makeup steam

Additional  electrical  power is produced in a combined cycle using a condensing
steam turbine. The system configuration is as follows:

     Threelcombustion gas turbine generators (CGTGs) at approximately 
21,383 KW each corrected for site conditions;

     Three heat recovery steam  generators  (HRSG) at  approximately  62,500 
pph, 850 psig and 900 degrees F; and

     One steam turbine condensing at 3.0 inches HgA at approximately 25,000 KW.

Total  useful  thermal  output  presently  available to G-P for use at the Plant
"Thermal Output") is 45.7 MMBTU/hr Bonneville Nevada shall at all times maintain
a temperature range between 950 and 975 degrees Fahrenheit for heat as it enters
the mills and kiln,  and a  reasonably  constant  pressure  of  between 8 and 10
inches of water,  unless a different  temperature or pressure range is agreed by
the  parties  in  writing.   The  Thermal  Output  shall  not  contain  unburned
hydrocarbons  or any  other  compounds  in  sufficient  quantities  to cause any
staining on the surface of the wallboard as currently produced at the Plant

     3.  Agreement  to Sell and  Purchase.  Based upon the  foregoing  Plant and
Facility  characteristics,  and  subject to the terms and  conditions  contained
herein,  Bonneville  Nevada  agrees to provide  and sell to G-P on a  continuous
basis,  heat in accordance  with the  specifications  set out in Paragraph  3(c)
below,  and G-P agrees to accept and purchase from  Bonneville  Nevada such heat
for all of the Thermal  Requirements of the Equipment on the following terms and
conditions:

Commencement of Supply.  Bonneville Nevada shall commence  supplying the Thermal
Requirements  upon the date of Firm  Operation,  as that term is  defined in the
Standard  Contract for Long-Term  Power  Purchases  from  Qualifying  Facilities
between  Bonneville  Nevada  and  Nevada  Power,  dated May 2, 1989 (the  "Power
Purchase  Agreement"),  a copy of which has been provided to G-P and the receipt
of which is hereby  acknowledged,  subject to Force  Majeure  Conditions,  which
conditions may include Georgia-Pacific's  inability to accept the Thermal Output
on the date of Firm  Operation.  In the event  Bonneville  Nevada is  capable of
supplying the Thermal  Requirements  on a continuous  basis prior to the date of
Firm operations,  it shall so notify G-P and supply of the Thermal  Requirements
shall commence on such earlier date. The initial  Contract Year, as that term is
used hereinafter,  shall begin on the date Bonneville Nevada commences supplying
Thermal Output to the Plant.  Each  subsequent  Contract Year shall begin on the
anniversary of the initial Contract Year.

     Integration  of Facility  with Plant.  Bonneville  Nevada  shall design and
construct the Facility in such a manner so as to provide for full integration of
the Facility  with the Plant  without  significant  or adverse  impacts on Plant
operations.  The Parties agree to cooperate in scheduling and implementing  such
integration  procedures  based  upon  plans,  designs,  specifications  for  the
Facility, and an integration plan approved in advance by both parties Bonneville
Nevada agrees to pay one million five hundred thousand dollars  ($1,500,000) for
modification  of the kiln system and pay one million four  hundred  eighty seven
thousand dollars ($1,487,000) for modification of the mill system. Such payments
shall be made in 21 equal monthly installments of one hundred forty two thousand
two hundred thirty eight and 09/100 dollars ($142,238.09)  beginning on June 30,
1990.  Bonneville  Nevada  shall also pay G-P the sum of five  hundred  thousand
dollars ($500,000) as the agreed  reimbursement for anticipated costs associated
with  construction  downtime and  start-up  losses.  This payment  shall be made
within  thirty (30) days after  Bonneville  Nevada's  first  delivery of Thermal
Output  to  G-P.  Such  payments  shall  constitute   Bonneville  Nevada's  sole
obligations  relating to G-P's costs of Equipment  modification  and G-P's costs
associated  with  construction  downtime  and start-up  losses.  All other costs
incurred  in  connection  with  full,  integration  of  the  Facility  with  the
Equipment, if any, shall be borne by G-P.

     (c)  Point(s) of Delivery  and Maximum  Thermal  Requirements.  The Thermal
Output of the Facility  sufficient to the Thermal  Requirements of the Equipment
shall be delivered to a point or points reasonably  designated by G-P. "Delivery
Point(s)")  The Delivery  Points shall be  designated  and  described by G-P and
shall be shown as a part of Exhibit "B",  attached  hereto and by this reference
made"a part hereof.

     (d)  Redundancy  of Facility  Operations;  G-P Back-up  System The Facility
shall  be  designed  and  constructed  in  such a  manner  and  with  sufficient
redundancy  capabilities  to ensure to the  reasonable  satisfaction  of G-P the
availability of the Facility to consistently and  continuously  meet the maximum
Thermal  Requirements  of the  Equipment.  G-P shall  have  right to review  and
approve  all plans and  specifications  of the  Facility  as they relate to this
redundancy  requirement.  Notwithstanding the foregoing,  G-P agrees to keep its
gas line "System") presently used to meet the Thermal Requirements, in place and
operational  throughout  the term of this  Agreement  such  that in the event of
Facility  failure  or  shut-down,  the  existing  System may be used to meet the
Thermal  Requirements.  Costs to maintain the existing  System shall be borne by
G-P.

     (e) Purchase  Price.  The purchase price for the Thermal Output shall be an
amount equal to  sixty-five  percent  (65%) of the energy costs of operating the
Equipment  on natural gas through the use of the Plant's  existing  System.  The
basis determining  natural gas costs shall be the lower of the following,  as of
the first  day of the  calendar  month  during  which  payment  is made:  (I The
"Indexed Gas Cost",  as defined in the following  sentence or (2) the Facility's
average  delivered  price of gas  during the  preceding  month  under  contracts
similar  to those  available  to  industrial  gas  users in North  Las  Vegas on
Southwest Gas's Apex Lateral. The Indexed Gas Cost shall be determined by taking
the sum of (i) the most  currently  available  McGraw Hill  Publication  "Inside
FERC's Gas Marketing  Report" index price for natural gas delivered into El Paso
Pipeline,  New Mexico (San Juan Basin),  plus (ii) the El Paso and Southwest Gas
tariff rates for interruptible service from the El Paso connection to the Plant,
including all required compression,  transportation,  processing,  delivery ACA,
GRI, and/or other applicable charges.  Bonneville Nevada shall notify G-P within
ten 10) days after the beginning of each calendar month of its average delivered
price of its contract gas, as defined above, during the preceeding month. In the
event that the  publication  ceases to maintain the subject  index,  or that the
index does not reflect  available  market price, the parties will substitute the
most appropriate then-currently available index.

     In the event that an available  alternative energy source could be utilized
to meet the Thermal  Requirements  of the  Equipment at a cost less than that of
natural gas, the purchase  price of the Thermal Output shall be adjusted for the
energy costs of this alternative energy source. The cost of  any alternative 
energy source shall include the estimated capital costs of installing and
permitting the capability to utilize that energy source, with such capital 
cost amortized on a straight line basis over fifteen years.  The purchase price
shall be adjusted from time to time, but mot more frequently than quarterly,
to continuously reflect a net thirty-five percent (35%) savings by G-P over 
cost for energy displaced which G-P would otherwise pay to operate the 
Equipment.

(f)  Quantity.  Due to the uncertainty and difficulty of metering the Thermal 
Output utilized by the Equipment as it is introduced into the Equipment, it is 
agreed that the Thermal Output utilized by the equipment will be determined by
the formula set forth in detail in Exhibit "C" attached hereto and by this 
reference made a part hereof.

     (g) Other  Sources of Heat -  Notwithstanding  the  foregoing,  G-P may use
other sources of heat in the event of a Force Majeure  Condition,  as defined in
Paragraph  7; in the  event  Bonneville  Nevada  does  not  provide  heat in the
quantity  or  quality  required  by this  Agreement;  in order  to meet  Thermal
Requirements  in  excess of the  maximum  amount of heat  available  under  this
Agreement,  as  specified  in  Paragraph  1(e);  or in  order  to  increase  the
temperature  of the Thermal Output in the event G-P chooses to operate the mills
at a temperature  higher than that of the Thermal Output.  Any and all increased
operating and fuel expenses  incurred as a result of G-P electing to operate the
Equipment at a higher  temperature  shall be borne by G-P,  except to the extent
that G-Pls cost of fuel exceeds the lower of the indexed gas price or Bonneville
Nevada's cost of contract gas, as described in the second  sentence of Paragraph
3(e). Any such cost differential  shall be paid by Bonneville  Nevada. G-P shall
use  reasonable  efforts  to  minimize  the cost of fuel used in  operating  the
Equipment at higher* temperatures.

     Billing.  Within thirty days  following the end of each fiscal month,  G-P
will  prepare a statement  of the amount of energy  utilized  by the  Equipment,
based upon the formula  described in Exhibit C. The  statement  shall also state
the  amount  and cost of  sources  of energy  for the  Equipment  other than the
Thermal Output which G-P paid during the fiscal month and reflect adjustments in
the amounts due Bonneville Nevada as a result of utilizing such other sources of
energy.  G-P shall mail said statement to Bonneville  Nevada,  together with the
amount due  Bonneville  Nevada for such usage.  In the event that the  statement
reflects  a net  credit to G-P,  where the costs of energy  from  other  sources
exceed the costs associated with energy from Bonneville Nevada,  then Bonneville
Nevada  shall pay the credit  amount to G-P within 30 days of date of receipt of
the  statement.  Since the  results of G-P's  operation  are  considered  highly
confidential by G-P,  Bonneville  Nevada  covenants that it will not disclose to
others any  information  relating to the reported  operations  of G-P,  which is
necessarily  the  basis of the  monthly  statement  prepared  by G-P.  G-P shall
provide  Bonneville Nevada  reasonable access to the Plant's relevant  operating
records for the  purpose of  Bonneville  Nevada  verifying  the  accuracy of the
monthly statements.

     4. Commitment to Use Thermal Output.  G-P understands and acknowledges that
the Facility will be a Qualifying  Facility under the Public Utility  Regulatory
Policies Act of 1978 ("PURPA" In order to  continuously  qualify under PURPA and
the  rules  and  regulations   promulgated  thereunder  by  the  Federal  Energy
Regulatory Commission ("FERC"),  Bonneville Nevada must be assured of the likely
availability  of a user of the  Thermal  Output for the entire term of the Power
Purchase   Agreement.   G-P  agrees  to  provide  Bonneville  Nevada  with  such
information  as  may be  reasonably  necessary  to  complete  all  certification
requirements  of  PURPA  and the  regulations  promulgated  thereunder  by FERC,
provided that this information is reasonably available to G-P without additional
expense

     (a) Plant Operation. G-P hereby represents to Bonneville Nevada that it has
sufficient gypsum reserves,  based upon its current projections,  to operate the
plant for the entire term of this  Agreement.  G-P has no current  intention  to
permanently  curtail  production  at the Plant or to close the Plant  during the
term of this Agreement,  but G-P does not warrant that it will operate the Plant
in any  specified  manner or for any  specified  period of time,  subject to the
provisions of this Paragraph 4.

     (b) Minimum Thermal Usage.  Bonneville  Nevada  represents that in order to
keep the Facility  qualified under PURPA the Plant must use a minimum of 168,000
MMBTUS  (annualized) during each Contract Year (the "Minimum Thermal Usage"). In
the event that G-P elects to expand its Plant  operations,  the Minimum  Thermal
Usage  requirement  shall  increase by a percentage  equal to the  percentage of
increased  MCF per day used by the Plant  over the  1,100 MCF per day  presently
used by the Plant.  For example,  in the event the Plant  expands and uses 1,500
MCF per day, such use shall  constitute a 27% increase over the 1100 MCF per day
specified in paragraph 1 hereof. Pursuant to the foregoing,  the minimum Thermal
Usage will  likewise  increase  by 27%,  and in this  example  would  constitute
213,360 MMBTUs. G-P agrees that it will meet or exceed the Minimum Thermal Usage
requirement  specified  herein,  subject to the  provisions  of this  Agreement,
through the consumption of BTUs used in (1) the operation of the Equipment,  (2)
the  chilling  of water by  Bonneville  Nevada for the  amount of chilled  water
utilized  at the  Plant,  and (3) any  other  use by the  Plant of heat from the
Facility. In the event that G-P forcasts that it will not satisfy the Minimum
Thermal  Usage  for a  Contract  Year,  it  shall  give the  notice  hereinafter
specified, provided that the forecasted inability to satisfy the Minimum Thermal
Usage is not caused by a Force Majeure  Condition as described in Paragraph 7 of
this Agreement or the inability of Bonneville  Nevada to provide  Thermal Output
to the Plant.

         (c) Notice of Early Termination. If G-P, in its sole discretion, elects
(1) to indefinitely  reduce  production such that its energy use falls below the
Minimum  Thermal Usage or (2) to  indefinitely  shut down the Plant,  shall give
Bonneville  Nevada  not less  than  three  years  prior  written  notice of such
proposed  reduction or shut down,  provided that such  reduction or shut down is
not  caused  Force  Majeure  Condition  as  described  in  Paragraph  7 of  this
Agreement.  G-P shall  continue  to operate  the Plant and  effectively  use the
Minimum Thermal Usage for the remaining notice period;  provided,  however, that
the price for the Thermal Output required to be paid hereunder shall be adjusted
so as to allow the Plant to operate at a break even point. In no event shall the
cost to G-P of the Thermal Output be less than Ten Dollars ($10) per month,  nor
greater than the cost  otherwise  specified in this  Agreement.  The term "break
even point" shall mean that revenues from the Plant shall be sufficient to cover
all direct costs  associated  with the Plant,  as those costs are  determined by
G-P's standard internal accounting practices.

     (d) Plant Lease Alternative. At any time during said notice period, G-P may
nonetheless  choose to terminate  its  operation of the Plant upon 60 days prior
notice to Bonneville Nevada. Bonneville Nevada shall have the right, but not the
obligation,  to assume and conduct operation of the Plant and related quarry for
the  remaining  term of the three years notice  period under a lease as mutually
negotiated  in good faith by the  parties.  The lease  shall  provide for rental
payments to G-P in the amount of G-P's book  depreciation  and depletion for the
Plant and related  quarry plus G-P's property  expense for the Plant,  with such
rental not to exceed  $20,000 per month.  In addition,  Bonneville  Nevada shall
agree to properly  maintain all  equipment at the plant and its related  quarry,
ordinary wear and tear  excepted,  and shall pay all costs  associated  with the
Plant's operation within the lease period.

5. Term.  Subject to the  provision of  Paragraph 7 hereof and other  provisions
relating to early termination, the term of this Agreement shall be from the date
hereof  to and  including  the  earliest  of a)  April  30,  2023,  or  the  (b)
termination  date of the Power Purchase  Agreement or any  subsequent  agreement
with Nevada Power  Company,  its  successors or assigns  relating to the sale of
power from the Facility, or 

     (c) December 31, 1989 if Bonneville Nevada has not obtained by that date an
exemption from jurisdiction of the Nevada Public Service Commission, pursuant to
NRS  704.310 and a Force  Majeure  Condition,  as  described  in  Paragraph 7 of
Schedule I, has not occurred.  However, in the event that physical  construction
of the Facility has not commenced before November 1, 1991, in the event that the
date of Firm  Operation  has not occurred  before July 1, 1993,  or in the event
that the Power Purchase  Agreement is terminated and not replaced  within ninety
(90) days of such  termination with a comprable power purchase  agreement,  then
G-P may, at its option, terminate this Agreement.

     6. Power  Sales.  As further  detailed in  Paragraph  2(c) of the  Business
Agreement Bonneville Nevada agrees to provide G-P with workable electrical power
for use by G-P in the Plant. In the event G-P elects to purchase such power, all
facilities  necessary to deliver such power to the Plant shall be constructed at
G-P's  expense  and G-P  shall  purchase  such  power at the  lesser  of (1) the
industrial rate of Nevada Power Company which would have applied to the Plant or
(2)  cogeneration  rate paid by Nevada Power Company to Bonneville  Nevada under
the Power Sale  Agreement  at 'such time that G-P makes the election to purchase
such power. A failure by Bonneville  Nevada to provide  electrical  power to G-P
for any reason  whatsoever shall not constitute a default hereunder or under the
Business Agreement on the part of Bonneville Nevada. However, the price paid for
heat  purchased  under this  Agreement  shall be adjusted to reflect a credit to
account for G-P's cost for purchasing power from another source in excess of the
rate forth in this Paragraph.

     7. Force Majeure. A Force Majeure  Condition,  as term is hereinafter used,
shall  refer to any  occurrence  beyond the  reasonable  control of a Party that
renders a Party incapable of performing its obligations hereunder. Force Majeure
Conditions shall include, but not be limited to floods,  droughts,  earthquakes,
storms, fires, pestilence,  lightning or other natural catastrophes;  epidemics;
wars; riots, civil disturbance,  or other civil  disobedience;  strikes or other
labor disputes; action or inaction of legislative, judicial regulatory, or other
governmental  bodies that may render illegal action taken in accordance with the
provisions of this  Agreement,  provided that the party claiming a Force Majeure
Condition has used its best efforts to attempt to secure appropriate  regulatory
or administrative authorization; and failure or sabotage of facilities that have
been  operated  and  maintained  in  accordance  with  the  provisions  of  this
Agreement.  If a Force  Majeure  Condition  renders a Party  wholly or partially
unable to perform any obligations under this Agreement, the non-performing Party
shall be excused from such  performance  provided that Party  delivers a written
description  of  the  problem  to  the  other  Party  within  two  weeks  of the
occurrence;  that the  suspension of  performance  is no greater in scope and no
longer in  duration  than is dictated by the  problem;  that the  non-performing
Party makes every reasonable effort to alleviate the problem except that neither
Party  shall be  required  to settle  any labor  dispute  on terms that it deems
contrary to its best interest;  and that the  non-performing  Party notifies the
other  Party in  writing as soon as the  non-performing  Party is able to resume
full performance of its Z,/ obligations under this-Contract.

8. Entire Agreement.  This Agreement and the Business  Agreement  constitute the
entire  agreement  of the  Parties  relating to the  subject  matter  hereof and
supercede any prior agreements,  understandings,  or communications  between the
Parties with respect to the subject matter hereof.  This Agreement  shall not be
further modified or amended except by written instrument executed by the Parties
hereto.

9.       Binding Agreement. This Agreement shall be binding upon and
inure to the benefit of the Parties hereto and their respective successors
and permitted assigns.

     10. Assignment.  In the event that Bonneville Nevada, G-P or any subsequent
owner transfers all or a portion of its ownership of the Facility or Plant,  the
transferring  Party  shall  require  the  acquiring  party to assume  all of the
transferring  Party's rights and  responsibilities  set out in this Agreement or
any  agreement  referred to herein or  contemplated  hereby.  In any event,  the
transferring  Party shall remain  liable to the other Party for all  obligations
arising  out  of  this  Agreement  or  any  agreement   referred  to  herein  or
contemplated hereby.  Notwithstanding the foregoing,  neither this Agreement nor
any agreement referred to herein or contemplated hereby shall be assigned by any
Party hereto unless and until prior written  approval is received from the other
Party,  which approval will not be unreasonably  withheld.  It is understood and
agreed that  notwithstanding  the  foregoing,  in the event it is  necessary  to
assign any rights or interests hereunder to any financially stable and reputable
lenders or lessors  providing  construction or permanent  financing or leveraged
leasing for the Facility or the Plant,  the Parties  hereto shall approve and do
hereby approve such assignments.

     11.  Default -  Remedies;  Liguidated  Damages.  In the event of default by
either  Party  hereunder,  the  non-defaulting  Party  shall have all rights and
remedies  available in law or equity against such  defaulting  Party;  provided,
however,  that in the event of default by Bonneville  Nevada in the provision of
Thermal Output  sufficient to meet the Thermal  Requirements,  G-P's sole remedy
against  Bonneville  Nevada  shall be  recovery  of all actual  costs and losses
incurred by G-P as a direct  result of such default  including,  but not limited
to, the  thirty-five  percent (35%) savings in the costs of natural gas or other
energy source used in operating G-P's existing facilities to provide the Thermal
Output  necessary  to  meet  the  Thermal  Requirements  and the  costs  of lost
production associated with the changeover to natural gas or other energy source.
Bonneville  Nevada  shall not be liable for other  incidental  or  consequential
damages  resulting from its failure to provide  Thermal  Output.  Likewise,  G-P
shall not be liable  to  Bonneville  Nevada  for a  reduction  in its use of the
Thermal Output or for closure of the Plant and the resulting  failure to use the
Minimum  Thermal  Usage  provided  that G-P has given the prior  written  notice
required  hereunder.  In the event that G-P does not give Bonneville Nevada this
required  notice,  Bonneville  Nevada's  sole  remedy,  at  Bonneville  Nevada's
election,  shall be either (1)  recovery of the sums G-P would have paid for the
Thermal  Output during the Contract Year had the Equipment  been running at full
capacity  plus the amounts  payable to  Bonneville  Nevada under  Paragraph  4(c
hereof,  or (2) the right to lease the plant as specified in Paragraph 4 hereof.
The  foregoing  limitations  constitute  valid and  mutually  agreed  liquidated
damages and shall be binding upon the Parties  hereto.  In the event of default,
the defaulting Party shall pay all costs and fees incurred by the non-defaulting
Party in enforcing this Agreement  against such  defaulting  Party to the extent
that it can be enforced  subject to the  liquidated  damages  provisions  herein
contained.

     12. Notices.  All notices  required or permitted  hereunder shall be deemed
duly delivered when  personally  delivered or three (3) days after being sent by
United  States  mail,  or one (1) day  after  being  sent by  overnight  express
delivery,  postage or service fee pre-paid,  and addressed to the Parties at the
following addresses:

If to Bonneville Nevada:   Bonneville Nevada Corporation 257 East 200
                           South, Suite 800 Salt Lake City, Utah 84111
                           Attention: President

If to G-P:                 Georgia-Pacific Corporation
                           133 Peachtree Street, N.E.
                           Atlanta, Georgia 30303
                           Attention: Vice President -
                           Gypsum and Roofing Division

13.  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
accordance with the laws of the state of Nevada.

IN WITNESS WHEREOF, the Parties hereto have caused these presents to be executed
by their duly authorized officers the day and year first above written.

BONNEVILLE NEVADA CORPORATION

By(s)
Its President

GEORGIA-PACIFIC CORPORATION

By
Vice President 
Gypsum and Roofing Division


Exhibit C

Computation of Heat Used by Plant

In order to initially determine the amount of heat used by the Equipment for 
billings and other purposes relating to this Agreement, G-P shall use its Plant
Energy reports to tdetermine energy usage of the Equipment over the twelve month
period immedilatey preceding the month G-P initially utilizes heat provided by
Bonneville Nevada.  In order to compute energy usage by the mills, G-P shall 
calculate the number of BTU's per ton of calcined stucco produced during the
prior tweleve months.  In order to compute energy usage by the kilns, G-P shall
calculate the average number of BTU's required to evaporate a pound of water
in the wallboard drying process during the prior twelve months.  The quantity of
stucco produced and the quantity of water evaporated shall be based upon the
gross square footage of wallboard produced.  The resulting calculated values 
shall hereinafter be referred to as the "Mill Energy Factor" and "Kiln Energy 
Factor" respectively.

For each billing period, the amount of energy utilized by the Equipment, in gas
equivalent BTU's, shall be computed under the following formula:

Mill Heat Usage = Mill Energy Factor X tons of Stucco Produced.

Kiln Heat Usage = Kiln Energy Factor x Pounds of Water Evaporated.

Billings for energy may then be based upon the following:

(Mill Heat Usage + Kiln Heat Usage) x Gas Costs Per BTU (as determined by 
Paragraph 3(e).

The parties acknowledge that, due to equipment and operational changes, the 
energy efficiency of the Equipment may change during the term of this agreement.
This  formula  shall be  subject  to  revision  from time to time,  but not more
frequently  than  annually,  to reflect such changes.  In the event either party
believes that the Mill Energy Factor or Kiln Energy Factor no longer  accurately
reflect the average energy usage of the Equipment over the course of a year, the
parties shall discuss modification of the formula. In the event that the parties
can not agree on a revised  formula,  either  party may  request a  verification
testj using metered natural gas as the sole source of energy to operate the mill
or kiln. The  procedures for the test shall be as agreed by the parties,  except
that all tests  shall be of a minimum  duration  of one(l)  day for the kiln and
four(4) days for the mill and must include  adjustment for seasonal factors.  In
the event that the  parties  cannot  agree on such test  procedures,  they shall
mutually   appoint  a  consultant   to  determine  the  test   procedures.   The
determination of the consultant  shall.be  binding upon both parties.  The Party
requesting such verification shall pay all costs associated with it, except that
if the results of the verification indicate that the formula currently in use is
in error by a factor of 5% or more to the advantage of the nonrequesting  Party,
then  such  nonrequesting   Party  shall  pay  all  costs  associated  with  the
verification.


Bonneville Pacific Corporation

February 21, 1989

Daniel Renbarger, Esq.
Georgia Pacific Corporation
133 Peachtree Street N.E.
Atlanta, Georgia 30303

Dear     Mr. Renbarger

David Hirschi  asked me to forward the following  language to you for use in the
Heat Purchase Agreement, Page 6, Paragraph 3E, 2nd sentence:

The basis for  determining  natural gas costs should be by utilizing  the McGraw
Hill  Publication  "Inside FERCIs Gas Marketing  Report" index price for natural
gas delivered into El Paso Pipeline, New Mexico (San Juan Basin). This commodity
cost shall be added to El Paso and SWGas tariff rates for interruptible service,
including all required compression,  transportation,  processing, delivery, ACA,
GRI, and/or other applicable charges. A sample calculation with documentation is
attached  as Exhibit  "D".  If, for reasons  beyond  BPC's  control,  gas is not
available or cannot be transported from the San Juan Basin, BPC shall notify G-P
and keep detailed records of actual commodity and  transportation  costs into El
Paso Pipeline.  These costs shall become the basis for  determining  natural gas
commodity  cost for the period of time that gas cannot be supplied  from the San
Juan Basin.

In the event that the publication  ceases to maintain the subject index, or that
the index does not reflect  available market price, the parties will agree on an
alternative index.

This language was developed through conversations between Greg Twombly
of Bonneville Fuels and J. Pat Hudgens of Georgia Pacific.

If you have any questions, please contact me.

Sincerely,

Jim Matheson
Development Manager

CC:      Dave Hirschi

257 East 200 South,  Suite 800 / Salt Lake City,  Utah  84111 /  801-363-2520


MEMORANDUM        DR

DATE:    JULY 6, 1989

TO:      DAVID P. HIRSHI

FROM:    VAL R. ANTCZAK AND JONATHAN K. BUTLER

RE:      EFFICIENCY STANDARDS FOR TOPPING CYCLE COGENERAI
         FACILITIES/ BONNEVILLE PACIFIC CORPORATION AND GEOF
         PACIFIC

     You have  requested a brief  discussion  of the  efficiency  standards  and
consequent minimum heat load, of the Public Uti ties Regulatory  Policies Act of
1978 ("PURPA" , and the regu tions under PURPA set forth in 18 C.F.R. 292.201 et
S In  order  to  meet  the  criteria  for  a  qualifying  facil  under  PURPA  a
cogeneration  facility must meet the efficie standard promulgated by the Federal
Energy  Regulatory  Commissi The  efficiency  standard for a qualified gas fired
topping-cy cogeneration facility is:

(2 Efficiency  standard.  (i) For any  topping-cycle  cogeneration  facility for
which any of the energy  input is natural gas or oil,  and the  installation  of
which begain on or after March 13, 1980, the useful power output of the facility
plus one-half! the useful thermal energy output, duringi any calendar ycar must:

(A)  Subject  to  paragraph  (a)(2)(~)(B)  of this  section be no less than 42.5
percent of 4%..he total energy input of natural gas and oil to the facility; or

(B) If the  useful  thermal  energy  output is less than 15 percent of the total
energy output of the  facility,  be no less thain 45 percent of the total energy
input of natural gas and oil to the facility.

18 C.F.R. 5 292.205(a)(2)(i)

purposes of the efficiency standard, the "useful power output,-, 
"Useful thermal energy," "total energy input" aare defined as follows:

     (g) "Useful power output" of a cogeneration  facility means the electric or
mechanical  energy made available for use,  exclusive of any such energy used in
the power production process;

     (h)  "useful.  thermal  energy  output"  of  a  topping-cycle  cogeneration
facility  means the thermal  energy made  available for use in any industridl or
commercial use in any  industrial or commercial  use, or used in. any heating or
cooling application;

     (i) "total energy output- of a topping-cycle  cogeneration  facility is the
sum of the useful power output and useful thermal energy output; and

     (j) "total energy input" means the total energy of all forms supplied from
external sources;

18 C. F.R. S 292.202f (g)(h)(i)(j).

     Stated simply, the electric energy made, available use plus one-half of the
thermal energy made available for must either (a) equal or exceed 42 1/2% of the
total energy input of the facility; or equal or exceed 45% of the total energy 
input of the facility if the facility's thermal energy output less than 15% 
of the facility's total energy output. As shown above, a facility's total energy
output is the thermal energy outpuot plus the electric energy output.

     The efficiency standard  effectively imposes minimum on the "useful thermal
energy  output" from a  cogeneration  plant.  Specifically,  the useful  thermal
output  for the  Georgia  Pacific  Plant must  allow the  cogeneration  plant to
qualify under one of the  alternative  efficiency  standards  established  in 18
C.F.R.292.205(a)(2)(i)  quoted above.  The  cogeneration  plant in question will
have a generation  capacity of 85,000 KW and W~ operate 8,000 hours per year. An
electric plant of that s requires a minimum of 168,000 MMBTU be "made  available
for use in any industrial or commercial use". As part of qualifying under PURPA,
Bonneville  must  therefore  certify  that  efficiency  standard is met and that
foregoing heat use is used at a minimum.

The actual  calculation  for purposes of qualifying  un4er the PURPA  efficiency
standard,  for the Georgia  Pacific wallboL plant in Las Vegas,  Nevada,  is set
forth on the attached Exhibit A.

252;070689B

VAL R. ANTCZAK




FIRST AMENDMENT TO HEAT
         PURCHASE AGREEMENT

This First Amendment to Heat Purchase Agreement the "Heat Purchase Agreement" is
made and entered into this IS +,% day of August, 1990, by and between BONNEVILLE
NEVADA   CORPORATION,    a   Nevada   corporation   ("Bonneville   Nevada"   and
GEORGIA-PACIFIC CORPORATION, a Georgia corporation (11G-P11). G-P and Bonneville
Nevada are referred to collectively herein as "Parties

RECITALS:

A Bonneville  Nevada and G-P have entered into a Heat Purchase  Agreement  dated
September 12, 1989 whereby Bonneville Nevada has agreed to supply to G-P and G-P
has agreed to purchase from Bonneville Nevada heat (the "Thermal Output"

     produced  by  an  approximately  85  megawatt  cogeneration  facility  (the
"Facility"  for use in G-Pls  existing  gypsum  plant  located in Clark  County,
Nevada the "Plant" B. The Heat Purchase Agreement forms Schedule I of an Amended
and Restated  Business  Agreement dated September 12, 1989,  between the Parties
and Bonneville Pacific Corporation relating to the Facility and the Plant.

C. Bonneville Nevada and G-P desire to amend the Heat Purchase  Agreement in the
particulars set forth below.

NOW,  THEREFORE,  in consideration of the mutual covenants and agreements herein
contained,  and for other  good and  valuable  consideration,  the  receipt  and
adequacy of which are hereby acknowledged, the Parties hereto agree as follows:


AGREEMENT

1. Paragraph 3(b) of the Heat Purchase Agreement shall be amended to read in its
entirety as follows:

     Integration  of Facility  with Plant.  Bonneville  Nevada  shall design and
construct  the Facility in such a manner so as provide for full  integration  of
the Facility  with the Plant  without  significant  or adverse  impacts on Plant
operations.  The Parties agree to cooperate in scheduling and implementing  such
integration  procedures  based  upon plans, designs, sepcifications for the 
Facility, and an integration plan approved in advance by both parties.  
Bonneville Nevada agrees to pay One Million Five Hundred Thousand Dollars 
($1,500,000) for modification of the kiln system and pay One Million Four  
Hundred Eighty Seven Thousand Dollars ($1,487,000) for modification of the mill
system, for a total of Two Million Nin Hundred Eighty-Seven Thousand Dollars
$(2,987,000).  This sum shall be paid as follows:

     (i The first  payment  shall be made on or before  August  17,  1990 in the
amount of Two Hundred Thousand Dollars ($200,000)

     (ii)  The  second  payment  shall  be made on or  before  earlier  of 1 two
business days following closing of Bonneville  Nevada's  construction  financing
for the  Facility,  or  December  31,  1990.  The  amount  shall be One  Hundred
FortyThousand Two Hundred  Thirty-Eight and 09/100 Dollars  ($142,238.09)  times
the number of full or partial  calendar  months  beginning  with June,  1990 and
ending with the month of payment, minus Two Hundred Thousand Dollars ($200,000).
(For  example,  if  construction  financing  is  closed  on  October  16,  1990,
Bonneville  Nevada shall make a second  payment to G-P on or before  October 18,
1990 in the  amount of Five  Hundred  Eleven  Thousand  One  Hundred  Ninety and
45/100.Dollars ($511,190.45).  

     In the event that  Bonneville  Nevada has not closed  financing by December
31, 1990, then, at Bonneville  Nevada's option,  payments may begin as described
below or they may be  delayed  until the close of  financing  or June 30,  1991,
whichever is earlier.  In the event of a delay,  Bonneville Nevada will increase
the total  amount  payable  to G-P by the  change in the  consumer  price  index
(11CPI11 from June 1990 up to and including the month that payments  commence As
used herein,  11CPI11  shall mean and refer to the Consumer  Price Index for all
Urban Consumers, U.S. City Average for all Items, published by the Department of
Labor. For example,  should closing occur January 15, 1991, then the payment due
on  January  17,  1991  will  be One  Hundred  Forty-Two  Thousand  Two  Hundred
Eighty-Three and 09/100 Dollars ($142,283.09) times the months from June through
January 8 months).  The remaining monthly payments shall be increased to account
for the total change in the  installation  price that has occurred  assuming the
CPI  increased  five percent 5%) from June 1990 through the end of January 1991.
Then the remaining payments are computed as follows:

               Original Costs          =   2,987,000.00
               Prelim Engineering Pmt. =  -  200,000.00
                                           ------------
                                           2,787,000.00

               Change in Cost          =  $2,787,000.00 X 1.05
                                       =   2,926,350

               Payment on January 17
               $142,238.09 X 8         =  $1,137,904.72
                                             200,000.00
                                          -------------
                                          $  937,904.72

               Remaining monthly          $2,926,350.00
                                          -  937,904.72
                                          -------------
                                          $1,988,455.28

                                          13

                                          $  152,957.33

     (iii) The  remaining  payments  shall be'made on or before last day of each
month, beginning the calendar month after second payment is made and ending with
a payment on or before  February 29, 1992. The amount of the remaining  payments
shall be One Hundred  Forty-Two  Thousand  Two Hundred  Thirty  Eight and 09/100
Dollars  ($142,238.09)  per month,  unless that  amount is modified  pursuant to
Paragraph  3(b)(ii) above.

     Bonneville  Nevada  shall  also  pay G-P the sum of Five  Hundred  Thousand
Dollars ($500,000) as the agreed reimbursement anticipated costs associated with
construction  downtime and start-up  losses.  This payment  shall be made within
thirty (30 days after  Bonneville  Nevada's  first delivery of Thermal Output to
G-P Such payment shall constitute  Bonneville  Nevada's sole obligation relating
to  G-PIs  costs  of  Equipment   modification   G-PIs  costs   associated  with
construction   downtime  and  start-up  losses.  All  other  costs  incurred  in
connection with full integration of the Facility with the Equipment, if shall be
borne  by G-P,  G-P  agrees  that it will  not make  commitments  for  equipment
purchase required for the facility  modification  prior to receipt of the second
payment  referenced  above,  unless it  receives  prior  written  approval  from
Bonneville  Nevada. All modifications to the Plant's kiln and mill systems shall
be completed within twenty-one months after G-Pls receipt of the second payment,
provided  that  Bonneville   Nevada  makes  all  payments  required  under  this
subparagraph on a timely basis.

2.  All  other  provisions  of the  Heat  Purchase  Agreement  shall  remain  as
originally set forth.

IN WITNESS  WHEREOF,  the Parties hereto have caused Amendment to be executed as
of the day and year first above written.

BONNEVILLE NEVADA CORPORATION

By:


By:

Its: Sehior Vice President


SECOND AMENDMENT TO HEAT PURCHASE AGREEMENT

     This Second Amendment to the Heat Purchase Agreement (this "Amendment") is
made and entered into this 14th day of January, 1991, by and between Bonneville 
Nevada COrporation, a Nevada corporation, (Bonneville Nevada") and Georgia-
Pacific Corporation, a Georgia corportation ("G-P").  Bonneville nEvada and G-P
are referred to collectively herein as "Parties".  Capitalized terms not defined
herein shall have the meanings given them in the Heat Purchase Agreemnt (as
defined hereinbelow).

Recitals

A.  Bonneville Nevada and G-P have entered into that certain Heat Purchase
Agreemet dated September 12, 1989, as amended August 15, 1990 (the "Heat
Purchase Agreement").  
B.   The Parties desire to amend the Heat Purchase Agreement in the particulars
set forth below:

Agreement

NOW, THEREFORE,  in consideration of the mutual covenants and agreements herein
contained, and forother good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Parties hereto agree as follows:

`.   Paragraph 10 of the Heat Purchase Agreement shall be amended in its
entirety to read as follows:

10.  Assignment.  In the envent that Bonneville Nevada, G-P or any susequent
owner transfers all or a portion of its ownership of the Facility or Plant, the
transferring Party shall require the acquiring party to assume all of the
transferring Party's rights and responsibilities set out in this Agreement or
any agreement referred to herein or contimplated hereby.  In any event, unless
otherwise agreed in the document assigning the obligation, the transferring
Party shall remain liable to the other Party for allobligatins arising out of
this Agreement or any agreement referred to herein or contimeplated hereby,
which obligations arise prior to the date of the assignment.  Notwithstanding
the foregoing neither this Agreement nor any agreement refereed to herein or
contiemplated hereby shall be assigned by any Party hereto unless and until
prior written approval is received from the other Party, which approval will not
be unreasonably withheld.  It is understood and agreed that notwithstanding the
foregoing, in the envent it is necessary to assign any rights or interests
hereunder to any financically stable and reputable lenders or lesssors providing
construction or premanent financiang or leveraged leasing for the Facility or
the Plant, the Parties hereto shall approve and do hereby approve such
assignments.

     All other provisions of the Heat Purchase Agreement shall remain as
originally set forth.

     IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
executed as of the day and year first above written.



BONNEVILLE NEVADA CORPORATION


BY: (s)--------------------------
Its: President

GEORGIA PACIFIC CORPORATION

By: (s)--------------------------
It's Vice President
Gypsum and Roofing Division


tfp/a/o2977


EXHIBIT A

a.   PURPA calculation for Georgia Pacific wallboard plant in Las Vegas, Nevada.
 
     P = (85,000 KW) (3,413 BTU/KWH) (8,000 hra/yr)
       = 2.32 x 10 12 BTU/yr

     T = 1.68 x 10 11 BTU/yr (per heat purchase agreement)

     N = (667.0 x 10 6 BTU/hr) (8,000 hrs/yr)
       = 5.336 x 10 12 BTU/yr

b.   Efficiency Standard

     P + 0.5T = (2.32 X 10 12) + 0.5 (1.68 X 10 11)
     ______________________________________________
        N                           5.336 x 10 12

     = .4505 or 45.05%




252:070689A


THIRD AMENDMENT TO HEAT PURCHASE AGREEMENT

This Third Amendment to the Heat Purchase  Agreement (this  "Amendment") is made
and  entered  into  this  3,6,-  day  of  July,  1991,  by  and  between  Nevada
Cogeneration   Associates   11,  a  Utah  general   partnership   ("NCA11")  and
Georgia-Pacific  Corporation,  a Georgia corporation ("G-P").  NCAj1 and G-P are
referred to  collectively  herein as  "parties".  Capitalized  terms not defined
herein shall have the meanings  given them in the Heat  Purchase  Agreement  (as
defined hereinbelow).

Recitals

A. Bonneville Nevada Corporation and G-P entered into that certain Heat Purchase
Agreement  dated  September 12, 1989, as amended August 15, 1990 and January 14,
1991, and as assigned by Bonneville  Nevada  Corporation to Nevada  Cogeneration
Associates #1 January 29, 1991 (the "Heat Purchase Agreement").

B. The Parties  desire to amend the Heat Purchase  Agreement in the  particulars
set forth below.

Agreement

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Parties hereto agree as follows:

1.       Section 1 of the Heat Purchase Agreement shall be amended and 
restated in its entirety to read as follows:

Characteristics  and  Thermal  requirements  of the  Ecruipment.  The  Plant  as
currently  designed  and  operated  includes  one  2-zone  kiln and four  gypsum
calcining mills (the "Equipment"). The Plant I s current operating statistics as
of September 12, 1989 were approximately as follows:

(a)      Line Speeds: 130 fpm for 1/2 inch board and 100 fpm for 5/8 inch
board;

(b)      Evaporative Estimate: 800 pounds every 2 minutes for a total of
24,000 pph;

(c)      Normal Control Temperatures: Kiln Zone 1 600 degrees F; Kiln Zone
2 - 450 degrees F;

(d) Total  Present Gas Usage:  Approximately  1,100 MCF per day (all natural gas
values in this Agreement assume 1,000 BTU/CF) of which  approximately 60 percent
goes to the gypsum kilns and  approximately 40 percent goes to the gypsum mills;
and

(e)      Plant operating Schedule: 6 2/3 days per week, 24 hours per day.

Based upon the foregoing characteristics and anticipated future Plant expansion,
Bonneville  Nevada will design and  construct  the Facility to provide a maximum
total Thermal Output to the Delivery Point(s) in the following amounts:

                                                  Combustion Turbine
Season                                            Exhaust Gas Flow, lbs/hr

Summer                                                 380,000
Winter                                                 400,000

Measurement  of the above  exhaust  gas flows  shall be based upon the  Facility
instrumentation for daily operational purposes, but not for billing purposes.

Summer shall be defined as the months of May, June, July,  August and September.
Winter shall be defined as the months of October, November,  December,  January,
February, March and April.

The last paragraph of section 2, Characteristics and Thermal Output of the 
Facility, shall be amended and restated in its entirety to read as follows:

Bonneville  Nevada shall at all times  maintain a temperature  range between 920
and 970 degrees Fahrenheit for the Thermal Output at the Delivery Point(s),  and
a  reasonably  constant  pressure  of  between 8 and 10 inches of water.  During
normal operation of the Facility and the Plant, the maximum pressure fluctuation
within  that  range  shall  be +/1/2  inch of  water.  In the  event of an upset
condition  in  the  process,  Bonneville  Nevada  shall  make  every  effort  to
expeditiously  recover to the  pressure  condition  as  maintained  prior to the
occurrence of the upset condition. The Thermal Output shall not contain unburned
hydrocarbons or any other compounds in sufficient  quantities so as to cause any
staining on the surface of the wallboard as currently produced at the Plant.

3.       Subparagraph 3 (b) (ii of the Heat Purchase Agreement shall be amended
 and restated to read as follows:

     (ii) The second  payment  shall be made on or before the earlier of (1) two
business days following closing of Bonneville  Nevada's  construction  financing
for the  Facility,  or (2) December  31,  1990.  The amount shall be One Hundred
Forty-Two  Thousand Two Hundred  Thirty Eight and 09/100  Dollars  ($142,238.09)
times the number of full or partial  calendar  months  beginning with June, 1990
and  ending  with the month of  payment,  minus  Two  Hundred  Thousand  Dollars
($200,000).  (For example,  if  construction  financing is closed on October 16,
1990,  Bonneville Nevada shall make a second payment to G-P on or before October
18, 1990 in the amount of Five Hundred  Eleven  Thousand One Hundred  Ninety and
45/100  Dollars  ($511,190.45)).  In the event  that  Bonneville  Nevada has not
closed  financing by December 31, 1990,  then,  at Bonneville  Nevada's  option,
payments may begin as described  below or they may be delayed until the close of
financing or August 1, whichever is earlier. In the event of a delay, Bonneville
Nevada  will  increase  the total  amount  payable  to G-P by the  change in the
consumer  price index  ("CPI") from June 1990 up to and including the month that
payments  commence.  As used herein,  "CPI" shall mean and refer to the Consumer
Price Index for all Urban Consumers,  U.S. City Average for all Items, published
by the Bureau of Labor Statistics, U.S. Department of Labor. For example, should
closing occur January 15, 1991, then the payment due on January 17, 1991 will be
One Hundred  Forty-Two  Thousand  Two Hundred  Eighty-Three  and 09/100  Dollars
($142,283.09)  times the  months  from June  through  January  (8  months) . The
remaining monthly payments shall be increased to account for the total change in
the  installation  price that has  occurred  assuming  the CPI  increased  f ive
percent (5%) from June 1990 through the end of January 1991.  Then the remaining
payments are computed as follows:

                         Original Cost       =    2,987,000.00
                         Prelim Engineering Pmt   - 200,000.00
                                                  ------------
                                                  2,787,000.00

                         Change in Cost           2,787,000.00 x 10.05
                                                  2,926,350

                         Payment on January 17    
                         $142,238.09 X 8     =   $1,137,904.72
                                                  - 200,000.00
                                                  ____________
                                                 $  937,904.72

                         Remaining monthly
                         payments (13)            2,926,350.00
                                                  - 937,904.72
                                                  ------------
                                                  1,988,445.28

                                                  13
                                             =   $  152,957.33

     4.  Subparagraph  3(c) of the Heat Purchase  Agreement shall be amended and
restated to read as follows:

(c) Point(sl of Delivery and Maximum Thermal Reauirements. The Thermal Output of
the Facility  shall be delivered four points  reasonably  designated by G-P (the
"Delivery  Points") . The Delivery  Points shall be designated  and described by
G-P and shall be shown as a part of Revised Exhibit "B",  attached hereto and by
this reference made a part hereof.

     5.  Subparagraph 3 (e) of the Heat Purchase  Agreement shall be amended and
restated in its entirety to read as follows:

     (e)  Purchase  Price.  The purchase  price for the Thermal  Output shall be
related to the level of production of gypsum products at the Plant. The "Primary
Production  Level" as  hereinafter  used shall refer to that  average  amount of
Plant  production  that would be produced  when the  Equipment,  utilizing  only
natural gas as a heat source, consumes 1900 MCF/day. The Thermal Output utilized
by the Plant for  production  up to the  Primary  Production  Level shall have a
purchase  price  equal to  sixty-f  ive  percent  (65%) of the  energy  costs of
operating the  Equipment on natural gas through the use of the Plant's  existing
System (the "Discounted  Purchase Price") . The Thermal Output utilized for that
increment of Plant  production in excess of the Primary  Production  Level shall
have a purchase price equal to one hundred percent (100%) of the energy costs of
operating the Equipment on natural gas through the Plant's  existing System (the
"Non-Discounted  Purchase Price").  The basis for determining  natural gas costs
shall be the lower of the  following,  as of the first day of the calendar month
during  which  payment is made:  (1) The  "Indexed  Gas Cost"I as defined in the
following  sentence or (2) the Facility's  average delivered price of gas during
the preceding month under contracts similar to those available to industrial gas
users in North Las Vegas on Southwest  Gas's Apex Lateral.  The Indexed Gas Cost
shall be determined by taking the sum of (i) the most currently available McGraw
Hill  Publication  "Inside FERC's Gas Marketing  Report" index price for natural
gas delivered into El Paso Pipeline,  New Mexico (San Juan Basin), plus (ii) the
El Paso and  Southwest  Gas tariff rates for  interruptible  service from the El
Paso   connection   to  the   Plant,   including   all   required   compression,
transportation, processing, delivery, ACA, GRI, and/or other applicable charges.
Bonneville  Nevada shall notify G-P within ten (10) days after the  beginning of
each  calendar  month of its average  delivered  price of its  contract  gas, as
defined above,  during the preceding  month.  In the event that the  publication
ceases  to  maintain  the  subject  index,  or that the index  does not  reflect
available  market  price,  the  parties  will  substitute  the most  appropriate
thencurrently available index.

In the event that an available  alternative  energy  source could be utilized to
meet the  Thermal  Requirements  of the  Equipment  at a cost  less than that of
natural gas, the Discounted Purchase Price and the Non-Discounted Purchase Price
of the Thermal Output shall be adjusted for the energy costs of this alternative
energy  source.  The cost of any  alternative  energy  source shall  include the
estimated  capital cost of installing  and  permitting the capability to utilize
that energy  source,  with such capital cost  amortized on a straight line basis
over fifteen years.  Both the discounted  Purchase Price and the  Non-Discounted
Purchase Price shall be adjusted from time to time, but not more frequently than
quarterly,  to continuously  reflect a net thirty-five  percent (35%) savings by
G-P for the Thermal output  utilized in production up to the Primary  Production
Level over cost for energy  displaced  which G-P would  otherwise pay to operate
the Equipment.

6.       A new subparagraph 3(1) shall be added to the Heat Purchase Agreement,
which shall read as follows:

(i) Plant  Modification.  Bonneville  Nevada  shall have the right to review and
approve  (such  approval  shall  not be  unreasonably  withheld)  all  plans and
specifications  for  modification  or  expansion  of the Plant that relate to or
potentially  affect  the  ability  of the  Plant  to take  the  Thermal  Output.
Notwithstanding  the  foregoing,  Bonneville  Nevada  shall also have the right,
throughout the term of this Agreement,  to obtain,  collect and/or receive Plant
operating  data to  ensure  that  the  Plant is  utilizing  the  Thermal  Output
according to the terms of this Agreement.

Subparagraph 4(b) shall be amended and restated in read as follows:

     (b) minimum Thermal Usage.  Bonneville  Nevada  represents that in order to
keep the Facility  qualified  under PURPA,  the Plant must use a minimum of 168,
000 MMBTUs during each calendar year (the "Minimum Thermal Usage") . The Minimum
Thermal  Usage shall be prorated f or the portion of the  calendar  years during
which the Facility begins and ceases operation.  In the event that G-P elects to
expand  its Plant  operations,  the  Minimum  Thermal  Usage  requirement  shall
increase by a percentage  equal to the  percentage of increased MCF per day used
by the  Plant  over the  1,100  MCF per day  presently  used by the  Plant.  For
example,  in the event the Plant  expands  and uses 1,500 MCF per day,  such use
shall  constitute a 36% increase over the 1,100 MCF per day specified in section
1 hereof.  Pursuant to the  foregoing,  the Minimum  Thermal Usage will likewise
increase by 36%, and in this example would constitute 228,480 MMBTUs. G-P agrees
that it will meet or exceed the  Minimum  Thermal  Usage  requirement  specified
herein, subject to the provisions of this Agreement,  through the consumption of
BTUs used in (1) the  operation of the  Equipment,  (2) the chilling of water by
Bonneville Nevada for the amount of chilled water utilized at the Plant, and (3)
any other use of heat from the  Facility  by the  Plant.  In the event  that G-P
forecasts  that it will not  satisfy the  Minimum  Thermal  Usage for a calendar
year,  it  shall  give  the  notice  hereinafter  specified,  provided  that the
forecasted  inability  to satisfy the Minimum  Thermal  Usage is not caused by a
Force  Majeure  Condition as  described in Paragraph 7 of this  Agreement or the
inability of Bonneville  Nevada to provide  Thermal  Output to the Plant.  In no
event  shall the  Maximum  Thermal  Usage be  greater  than  290,000  MMBTUs per
calendar year.

     S. The following shall be added to the end of subparagraph 4(c, of the Heat
Purchase Agreement:

Bonneville  Nevada  shall  have the right to  obtain  and  review  copies of all
computations  done, or caused to be done by G-P associated with  determining the
break  even  point.  Bonneville  Nevada  shall also have the right to request an
audit by an independent  certified  public  accountant or independent  certified
public  accounting  firm of the  computations  done, or caused to be done by G-P
associated with determining the break event point.  Bonneville Nevada shall bear
the entire cost of the audit,  unless the audit properly  determines  that G-P's
determination  of the  break  event  point  was in  error by 5% or more in G-P's
favor, then G-P shall bear the entire cost of the audit.

     The following  shall be added to the end of  subparagraph  4(d) of the Heat
Purchase Agreement:

     The lease  shall be a net lease to  Bonneville  Nevada,  and shall  include
standard terms of commercial  leases.  Any dispute over lease terms which cannot
be resolved  amicably  between the parties  shall be  submitted  to  arbitration
pursuant to section 14 hereof.

10.      A new section 14 shall be added to the Heat Purchase Agreement, which 
shall read as follows:

14. Arbitration. Any controversy, dispute or claim arising out of or relating to
this Agreement,  or the breach thereof, which cannot be resolved amicably by the
parties  shall be settled by  arbitration  in  accordance  with the Rules of the
American  Arbitration  Association,  except that whether or not  arbitration has
been  requested or is in process,  nothing  herein shall  prevent any party from
pursuing equitable remedies, including interim relief, in any court of competent
jurisdiction, and except as may be unanimously otherwise agreed by the parties.

(a)  The  place  of  arbitration  shall  be Las  Vegas,  Nevada,  unless  in any
particular case the parties agree upon a different  venue.  There shall be three
(3) arbitrators of all disputes  arising under this Agreement.  All of the three
arbitrators  shall  be  chosen  by  the  American  Arbitration   Association  in
accordance with its rules,  interpreted to give effect to the provisions of this
Agreement.

     (b) The parties will proceed with the  arbitration  expeditiously  and will
conclude all  arbitration  proceedings  in order that a decision may be rendered
within 180 days from the service of the demand for arbitration by the initiating
party,   unless  the  party  requesting   arbitration  also  requests  immediate
arbitration,  in which  case the  arbitrators  shall use their  best  efforts to
render  their  decision  within 60 days  after the  appointment.  Subject to the
foregoing time limitations in connection with the arbitration, the parties shall
be afforded  reasonable  opportunity  for  deposition  and  document  discovery,
subject to  limitations  determined  by the  arbitrators.  The dispute  shall be
resolved by majority vote of the three  arbitrators,  if three are acting.  Such
decision shall be expressed in writing,  including the reasons for such decision
in reasonable detail.

(c) The award of the  arbitrators  shall be final and binding  upon the parties,
and judgment thereon may be entered in any court having jurisdiction thereof. In
the event that the  arbitrators  determine  by  majority  vote that the claim or
defense of any party involved in the arbitration was frivolous  (i.e.,  "without
justifiable merit"), the arbitrators may by majority vote require that the party
at fault pay or reimburse the other party for any or all of the  following:  (1)
all fees and expenses of. the arbitrators, (2) the reasonable attorneys' fees of
such other party, and (3) any other reasonable outof-pocket expenses incurred by
such other party in connection with the arbitration proceeding.  The arbitrators
shall  determine  and decide all issues that arise in carrying  out the purposes
and  intent of the  foregoing  unless  specific  provision  is made  herein  for
resolving such issues.

     The first  sentence of the second  paragraph  of Exhibit  11C11 to the Heat
Purchase Agreement shall be amended to read as follows:

For each billing period, the amount of energy utilized by the Equipment shall be
computed under the following formula:

Mill Heat Usage = Mill Energy Factor x tons of Stucco Produced

Kiln Heat Usage = Kiln Energy Factor x Pounds of Water Evaporated.

Billings for energy may then be based upon the following:

(Mill  Heat  Usage + Kiln  Heat  usage) x Gas Costs  Per BTU (as  determined  by
Paragraph 3(e).

     All  other  provisions  of the Heat  Purchase  Agreement  shall  remain  as
previously set forth.


13.      IN WITNESS WHEREOF, the parties have caused this

Amendment to be executed as of the day and year first above written.

NEVADA COGENERATION ASSOCIATES 11

By:      (s)------------------------------
         Harry,#. Hall,- Executive Director

GEORGIA-PACIFIC CORPORATION

By:       (s)-----------------------------
          Its Vice President