<PAGE>
                                                       Exhibit 10.27.14








     OPERATION AND MAINTENANCE AGREEMENT



     This Operation and Maintenance Agreement (hereinafter this
"Agreement") is entered into this 19th day of September, 1997, by and
between NRG (Morris) Cogen, LLC, a Delaware limited liability company
with its principal offices located at 1221 Nicollet Mall, Minneapolis,
Minnesota (hereinafter "Owner"), and NRG Morris Operations Inc., a
Delaware corporation with its principal offices located at 1221
Nicollet Mall, Minneapolis, Minnesota (hereinafter "Operator").  Owner
and Operator are sometimes collectively referred to as the "Parties,"
and individually as a "Party."



     R E C I T A L S

     Whereas, Owner is in the process of developing a nominal 117
megawatt gas fired cogeneration project at the Morris, Illinois,
chemical facility owned by Millennium Petrochemicals Inc. (hereinafter
"Millennium"); and

     Whereas, Owner desires to contract to Operator the operation and
maintenance of the cogeneration facility and certain related steam
production and water treatment equipment leased by Millennium to Owner;
and

     Whereas, Operator possesses the required skills, personnel, and
technical experience to operate and maintain the cogeneration project
and associated leased equipment; and

     Whereas, certain of Operator's obligations hereunder will be
backed by a limited guarantee furnished by NRG Energy, Inc., an
affiliate of Operator; and

     Whereas, the Parties desire to reduce their agreement to writing;

     Now, therefore, in consideration of the mutual covenants set out
herein, the sufficiency of which is acknowledged by both Parties, the
Parties hereby agree as follows:

<PAGE>



     I.  DEFINITIONS

     "Acceptance Date" shall have the meaning applied to such term in
the EPC Contract and RO Contract, provided that each Punch List item
shall have been completed.

     "Acceptance Schedule" means the schedule indicating any defects in
the Project and setting out the achieved levels of performance under
the applicable performance tests set out in the EPC Contract and the RO
Contract.

     "Affiliate" means, with reference to a specified Person, any
other Person or entity, which, directly or indirectly through one
or more intermediaries, controls, is controlled by, or is under
common control with such Person.  A Person or entity is
controlled by another Person or entity if the second Person or
entity holds a sufficient number of securities in the first
Person or entity to elect a majority of the directors of the
first Person or entity.

     "Agent" means the agent for the Lender(s) under the
Financing Agreements.

     "Annual Operator's Fee" has the meaning set forth in Section
7.2 hereof.

     "Annual Operating Plan and Budget" means a plan and budget
substantially in the form of the initial Annual Operating Plan
and Budget attached hereto as Exhibit A-1 and setting out, among
other things, the projected Steam and electric requirements of
Millennium for the applicable year, and the operations and
maintenance plan (including scheduled maintenance periods and
operating procedures) and the budget necessary to provide such
requirements.

     "Approvals and Permits" means all approvals, permits,
licenses, certificates, inspections and authorizations required
by any Governmental Authority, arising out of, incident to, or
related to the operation and maintenance of the Project and/or
the Leased Equipment.

      "Boilers 1-3" means Millennium's Boilers 1 through 3 as
defined in Exhibit A to the Equipment Lease.

     "Boilers 5 and 6" means Millennium's Boilers 5 and 6 as
defined in Exhibit A to the Equipment Lease.

     "Btu" means one British thermal unit.

<PAGE>

     "Business Day" means any day other than a Saturday or Sunday
or a legal holiday observed in the states of Illinois or
Minnesota.

     "Change" means any of the following: (a) a change in the
then current Annual Operating Plan and Budget; (b) a change in
connection with the services to be provided by Operator
hereunder; (c) a change made necessary to avoid injury to persons
or property or to mitigate losses as a result of the occurrence
of an Emergency; and (d) a change enabling Operator to accomplish
or contract for a Major Project Repair.

     "Change in Law" means (a) any modification, amendment, or
other change in the laws affecting the operation or maintenance
of the Project and/or the Leased Equipment which becomes
effective after the execution date of this Agreement and includes
any material change in interpretation of existing laws, or any
modifications of enforcement policies with respect to such
existing laws; and (b) the imposition by a Governmental Authority
of any material conditions after the execution date of this
Agreement in connection with any Approval and Permit which, as
reasonably determined by Owner, establishes requirements
materially more burdensome or stringent than (i) those in effect
prior to the execution date of this Agreement, or (ii) the
requirements set out in any approval or permit previously
obtained by Owner for the design, construction, operation or
maintenance of the Project.

     "Change in Project Agreements" means any amendment after the
execution date of this Agreement to the Project Agreements which
establishes requirements affecting the operation and/or
maintenance of the Project and/or Leased Equipment materially
more burdensome to the Operator than the requirements contained
in the Project Agreements as of the execution date.

     "Change Order" means the written approval of a proposed
Change and the related Change Order Budget Statement by Operator
and Owner as further provided for in Section 6.3.

     "Change Order Budget Statement" means the statement prepared
by Operator with respect to a proposed Change setting forth in
reasonable detail: (i) the direct cost or savings to Owner of the
proposed Change; (ii) the indirect costs or savings of the
proposed Change, including, without limitation, any loss of
electricity revenues or steam host revenues and any increased
insurance, operating, maintenance or other costs during or
following the implementation of the proposed Change;
(iii) changes in the operating efficiency of the Project; and
(v) any other material effect on the operation, maintenance,
efficiency or profitability of the Project or the provision of
the services hereunder.



     3

<PAGE>

     "ComEd" means the interconnecting utility, formerly known as
Commonwealth Edison Company.

     "Commercial Operation" means the ability of the Project to
deliver the Reserved Quantities of Steam and electricity meeting
the requirements of the ESA to Millennium on a continuing basis.

     "Commercial Operation Date" means the date on which Owner
shall have achieved Commercial Operation of the Project, based on
a written notice from Owner to Millennium.

     "Construction Contractors" means Kiewit Industrial Company,
the contractor for the RO System, any successor to any such
person, or any other contractor selected by Owner.

     "Effective Date" means the date first set forth above.

     "Electric Capacity" means a nominal generating capacity of
the Project equal to approximately 117 megawatts.

     "Emergency" means any event or occurrence which, in the
judgment of Operator or Owner, as the case may be, requires
immediate action and which constitutes a serious hazard to the
safety of persons or property or may materially interfere with
the safe, lawful or environmentally sound operation of the
Project.

     "Environmental Laws" means all applicable codes, laws,
rules, and regulations issued by any Governmental Authority
relating to actual or potential affects on the environment.

      "EPC Contract" means the EPC Contract entered into between
Owner and Kiewit Industrial Company dated July 7, 1997, for the
engineering, procurement, and construction of the Project.

     "E/P Mix Gas" means the mixture of ethane and propane gas
meeting the specifications set out in Exhibit C-2 of the ESA
provided by Millennium for use in Boilers 5 and 6 at such times
as natural gas or Methane Off Gas is unavailable in sufficient
quantities to meet the fuel requirements of such boilers.



     4

<PAGE>

     "Equipment Lease" means the lease entered into by Owner and
Millennium dated June 3, 1997, and any amendments thereto, with
respect to Millennium's Boilers 1-3, Boilers 5 and 6,
Millennium's water treatment equipment, boiler feedwater system
and certain other property described in Exhibit A to such lease.

     "ESA" means the Energy Services Agreement entered into by
Owner and Millennium dated June 3, 1997, together with the
attached Schedules and Exhibits, as the same may be amended from
time-to-time.

      "Event of Default" means each of the events set forth in
Sections 12.1 and 12.2.

     "Excess Sales" means sales of electricity by the Project in
excess of the amounts required by Millennium.

     "Excused Event(s)" shall mean Force Majeure events, the
failure of Owner and/or Millennium to furnish sufficient fuel,
makeup water, waste disposal services, and other services
required to be provided to Operator hereunder, events arising out
of latent defects, or the failure to perform maintenance
recommended by Operator but excluded from any Major Maintenance
Budget or any Annual Operating Plan and Budget by Owner, or any
event occurring prior to the Acceptance Date.

     "Excused Standby Power Costs" means Standby Power Costs
incurred as a result of an Excused Event.

     "Expenses" has the meaning set forth in Section 6.2

     "Financing Agreements" means any loan, lease financing,
security or related agreements entered into at any time by and
among Owner and the lending institutions providing financing for
the Project.

     "Firm Gas" means Natural Gas purchased by Owner on behalf of
the Project (with the consent of Millennium) under contracts
where the supply and delivery of Natural Gas is on an
uninterruptible basis.



     5

<PAGE>

     "Firm Gas Supply Agreement" means any agreement or
agreements between Owner and third party suppliers under which
Firm Gas meeting the Project's requirement is supplied to the
Project.

     "Firm Gas Transportation Agreement" means any agreement or
agreement between Owner and a third party transporter under which
Firm Gas is transported to the Project Site.

     "Force Majeure" means any act, event or condition that
effectively prevents either Party to this Agreement from
performing its obligations under this Agreement, if such act,
event, or condition and its effects could not be prevented by the
exercise of due diligence, and are beyond the reasonable control
of the Party relying thereon (or any third party for whom the
Party relying thereon is directly responsible), including, but
not limited to, the following:

     (a)  any act of God;

     (b)  any of the following, whether or not an act of God:
          landslide, lightning, fire, earthquake, explosion,
          hurricane, tornado, drought, flood (but not including
          customary weather conditions for the geographic area of
          the Project which should have been reasonably
          anticipated) and perils of the sea and air;

     (c)  extortion, sabotage, theft or similar occurrence, acts
          of a public enemy, war (whether declared or undeclared)
          or governmental intervention resulting therefrom,
          blockade, embargo, insurrection, riot, or civil
          disturbance;

     (d)  strikes or labor disputes (but solely to the extent
          such strikes or disputes are of a general nature, and
          not limited to the Project or Project Site);

     (e)  after the date hereof, any order and/or judgment of any
          federal, state, or local court, administrative agency
          or governmental body, if such order and/or judgment is
          not the result of actions of Owner or Operator;

     (f)  after the date hereof, any delay in, or the failure by
          a regulatory agency to issue or renew, or the
          suspension, termination, interruption or denial of, any
          permit, license, consent, authorization or approval
          essential to the operation and maintenance of the
          Project, where such action is not due to the fault or
          negligence of the Party claiming Force Majeure.

     "Governmental Authority" means any federal, state, or local
agency or any court having jurisdiction over any aspect of the
Project or the Leased Equipment.



     6

<PAGE>

     "Guaranteed Heat Rate" means the heat rate curve provided to
the Owner by Kiewit Industrial Company not later than the date
which is twelve months after the date hereof and approved by
Operator and Owner, plus or minus a band of one percent (1%).

     "Guarantor" means NRG Energy, Inc., and any successor
thereto.

     "Hazardous Substance or Substances" shall mean hazardous
waste as defined in the Resource Conservation Recovery Act of
1976, or Hazardous Substances as defined in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980,
as each may be amended from time-to-time.

     "HRSG" means heat recovery steam generator.

     "Inflation Escalation Index" means the U.S. Producer Price
Index for Finished Goods, published by the U.S. Department of
Labor, Bureau of Labor Statistics, or any successor thereto.


     "Interconnection Facilities" means the equipment and related
devices required to interconnect the Project outputs and inputs
to the Morris Plant including interconnections for electricity,
steam, fuel, raw water, fire water, feed water, wastewater
discharges, and condensate return, and to interconnect Project
electrical output and standby power access to ComEd, all as
further described in Exhibit D to the ESA.

      "Leased Equipment" means all that steam production and
water treatment equipment leased to Owner by Millennium, more
particularly described in Exhibit A to the Equipment Lease.

     "Leased Equipment Mobilization Date" means the date on which
Operator shall commence its mobilization responsibilities
relating to the Leased Equipment as set out herein.  Owner shall
notify Operator of the Leased Equipment Mobilization Date, which
shall occur at least four (4) months prior to the Leased
Equipment Operations Date and at least six (6) months prior to
the Project Operations Date.

     "Leased Equipment Operations Date" means the date on which
the Owner turns over care, custody and control of the Leased
Equipment to Operator, pursuant to a written notice of such event
from Owner to Operator.



     7

<PAGE>

     "Legal and Contractual Requirements" shall mean all
(a) laws, permits, approvals, regulations or orders of any
Governmental Authority applicable to the ESA, the Project, the
Leased Equipment, Owner's obligations under this Agreement as
Owner of the Project and Operator's scope of work hereunder;
(b) the Project Agreements; (c) the Consent and Agreement between
Operator and the Agent, (d) agreements, warranties and
specifications of Operator's or Owner's suppliers or vendors; and
(e) operating and maintenance manuals and procedures furnished by
Owner applicable to the Project or the components thereof (such
operating manuals to reflect Prudent Engineering and Operating
Practices).

     "Lenders" means the financing institution(s) providing
construction and/or term financing for the Project.

     "Major Electric Loads" means electric loads greater than
three (3) megawatts.

     "Major Maintenance Budget" means a five year budget for the
major maintenance requirements of the Project.

     "Major Maintenance Contractor" means the party with which
Owner has entered into a long term service agreement to provide
for major maintenance of the combustion turbines.

     "Major Subcontractors" means those subcontractors who
provide services to Operator in connection with the fulfillment
of its responsibilities hereunder with a total value in excess of
two hundred fifty thousand dollars ($250,000) over the term of
the subcontract.  Major Subcontractors specifically do not
include equipment suppliers.

     "Maximum Liquidated Damages" means with respect to (i) the
liquidated damages payable by Operator as a result of excess
Operator Standby Power Costs pursuant to Section 8.1, an amount
equal to eighty percent (80%) of the Annual Operator's Fee set
out in Section 7.2 and (ii) with respect to liquidated damages
payable for failure to meet the Heat Rate Guarantee set out in
Section 8.2, an amount equal to twenty percent (20%) of the
Annual Operator's Fee.

     "Methane Off Gas" means the commercial gas provided by
Millennium to the Project meeting the specifications set out in
Exhibit C-1 of the ESA.

     "Millennium" means Millennium Petrochemicals Inc., the owner
of the Morris Plant.



     8

<PAGE>

     "Minor Leased Equipment Repairs" means all maintenance and
repairs of the Leased Equipment up to an aggregate of $120,000
in any Agreement Year, adjusted at the beginning of the second
Agreement Year and each Agreement Year thereafter by the change
in the Inflation Escalation Index.

      "Mobilization Period" means the period commencing on the
earlier of the Leased Equipment Mobilization Date or the Project
Mobilization Date and extending through the Project Operations
Date.

     "Monomer Start Up Steam" has the meaning set out in
Section 5.5 of the ESA.

     "Morris Plant" means the Millennium chemical plant located
in Grundy County, Illinois.

     "Morris Plant Site" means the site occupied by the Morris
Plant on property owned by Millennium.

     "Natural Gas" means pipeline quality gas with a minimum Btu
content of 1000 Btu's per standard cubic foot.

     "NIGAS Agreement" means the gas distribution agreement
between Owner and Northern Illinois Gas Company covering the
transmission of gas to the Project Site.

     "NRG Guaranty" means the guaranty of certain of the
obligations of Operator by NRG Energy, Inc., substantially in the
form of Exhibit B.

     "Operating Year" means the period commencing each January 1
and ending on the subsequent December 31; provided that the first
Operating Year shall commence on the Project Operations Date and,
if applicable, shall end on the last day of the extension period
provided for in Section 6.2.1, and the last Operating Year during
the term shall end on the last day of the term.

     "Operator Standby Power Costs" means (a) Standby Power Costs
incurred other than as a result of Excused Events and (b) Standby
Power Costs which would have been incurred but for the prior
incurrence of Excused Standby Power Costs.

      "Person" means any corporation, trust, partnership, limited
liability company or other entity or natural person.



     9

<PAGE>

     "Process Safety Management Standards" means those safety
standards set out in 29 C.F.R. 1910.119 dealing with chemical
process safety standards.

     "Producer Price Index" means the U. S. Producer Price Index
for All Items, as currently published in the United States
Department of Labor, Bureau of Labor Statistics monthly
publication, PPI Detailed Report, or any successor publication of
such information.  If such Index is no longer published or the
method of computation thereof is substantially modified,
"Producer Price Index" shall mean a mutually agreeable
alternative index.

     "Project" means the electrical and steam generating facility
of Owner capable of producing the Project Capacity (and such
additional equipment as may be added by Owner on the Project Site
pursuant to the provisions of Section 6.3 of the ESA), located
principally on the Project Site at the Morris Plant, including
the Interconnection Facilities, the RO System, the Step Up
Substation Equipment and the Step Down Substation Equipment, all
as more fully described in Section 2.1 of the ESA.

     "Project Agreements" shall mean the ESA, the Ground Lease,
the Equipment Lease, the EPC Contract, the RO Contract, the Firm
Gas Supply Agreement, the Firm Gas Transportation Agreement, the
NIGAS Agreement, and this Operation and Maintenance Agreement, as
each of the foregoing may be amended or supplemented from time-to-
time; provided, that if any such amendment or supplement could
reasonably be expected to affect Operator's performance of its
obligations hereunder, such amendment or supplement shall not be
effective with respect to Operator without Operator's consent
thereto.

     "Project Capacity" means the "Electric Capacity" and the
"Steam Capacity."

     "Project Mobilization Date" means the date on which Operator
shall commence its mobilization responsibilities relating to the
Project as set out herein.  Owner shall notify Operator of the
Project Mobilization Date, which shall in no event be later than
six (6) months prior to the Project Operations Date.

     "Project Operations Date" means the date immediately
following the Provisional Acceptance Date on which Operator
assumes care, custody and control of the Project, or if
Provisional Acceptance is not achieved, the date the Owner turns
over care, custody and control of the Project to Operator,
pursuant to a written notice of such event from Owner to
Operator.



     10

<PAGE>

     "Project Site" means the plot of land owned by Millennium
and leased to Owner pursuant to the Ground Lease on which most of
the Project is located, approximately 3.6 acres in area, and
located on a portion of the Morris Plant Site, as such plot is
more fully described in Exhibit A to the ESA.

     "Provisional Acceptance" shall have the meaning which
applies to such term in the EPC Contract and RO Contract.

     "Prudent Utility Practices" mean those procedures, methods,
techniques, and acts which are in accordance with prudent
professional standards adopted by the independent power
generation industry of the United States for the operation and
maintenance of similar power generation facilities.  Prudent
Utility Practices are intended to result in the safe, reliable,
lawful, economic and prudent operation and maintenance of the
Project and the Leased Equipment, in a manner consistent with
long-term, reliable operation of all Project equipment and the
Leased Equipment.  Operating procedures and maintenance and
preventative maintenance programs will be consistent with this
objective.  Prudent Utility Practices are not intended to be
limited to optimum practices or methods to the exclusion of all
others, but rather to be a spectrum of reasonable and prudent
practices and methods that must take into consideration the
conditions specific to any given facility.

     "PURPA" has the meaning set out in Section 2.7 of the ESA.

     "Rate 18" means that certain Rate 18 Standby Service tariff
filed by ComEd with the Illinois Commerce Commission on January
10, 1995 and issued pursuant to Order of the Illinois Commerce
Commission entered January 9, 1995, in Docket No. 94-0065.

     "Reserved Quantities" means the full electric output of two
of the three combustion turbines installed by Owner and the full
steam output of the two associated HRSG's installed by Owner.
The nominal electric output of two of the three combustion
turbines is 78 MW (based on an average of 68 MW during the summer
and 82 MW during the winter), and the maximum steam output of the
two HRSG's is 720,000 pounds of steam per hour.

     "RO Contract" means the Engineering, Procurement and
Construction Agreement for the engineering, procurement and
construction of the RO System.



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<PAGE>

     "RO System" means the reverse osmosis water treatment
facility of Owner capable of producing 750 gpm, located on the
Morris Plant Site, all as more fully described in Section 2.1 of
the ESA.

     "Standby Power Costs" shall mean the cost of standby power
paid by Owner to ComEd pursuant to Rate 18 (or other source of
standby electricity) to provide a supply of backup power to
Millennium, or the amount paid by Owner to Millennium to
reimburse it for all standby costs paid by Millennium to ComEd
pursuant to Rate 18 (or other source of standby electricity).

     "Steam" means steam meeting the requirements set out in
Exhibit C-3 of the ESA.

     "Steam Capacity" means the ability of the Project to produce
a nominal 1,080,000 pounds per hour of 600 psig Steam.

     "Step Down Substation Equipment" means the four Step Down
Transformers designed to serve the loads of the existing monomer
and polymer substations, plus future monomer substation expansion
and the associated protective relays and switch gear, as more
fully described in Schedule 1 of the ESA.

     "Step Up Substation Equipment" means the two Step Up
Transformers, each sized to handle the output of two combustion
turbine generators and the associated protective relays and
switch gear, as more fully described in Schedule 1 of the ESA.

     "Suspension Events" shall have the meaning provided in
Section 12.6.1.

                  II.  ENGAGEMENT OF OPERATOR

     2.1  Engagement.  Commencing with the Effective Date, Owner
hereby engages Operator to operate and maintain the Project and
the Leased Equipment and perform certain duties, all as
hereinafter set forth in this Agreement, and Operator accepts
such engagement to operate and maintain the Project and Leased
Equipment and perform the duties specified in this Agreement in
accordance with its terms and conditions.

     2.2  Employment of Personnel.  All operating and management
personnel involved in the performance of Operator's duties
hereunder shall be employees of Operator or its Affiliates and
shall not, for any purpose, be deemed employees of Owner.



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<PAGE>

                           III.  TERM

     The initial term of this Agreement shall extend for a period
of fifteen (15) years from the Project Operations Date, unless
terminated earlier in accordance with Section 12.4 of this
Agreement.  Thereafter, the term of this Agreement shall be
automatically extended for two (2) additional terms of five (5)
years each, on the same terms and conditions; provided, that this
Agreement may be terminated by Operator for its convenience at
the end of the original fifteen (15) year term or the first five
(5) year extension period, in either case upon written notice by
Operator to Owner no later than six (6) months prior to the end
of either such period; provided further, that if Millennium shall
exercise its purchase option as set forth in Section 4.1 of the
ESA, Millennium shall, at the time that it takes possession of
the Project, have the right, subject to Section 7.4, to terminate
this Agreement.

       IV.  SCOPE OF SERVICES TO BE PROVIDED BY OPERATOR

     4.1  Mobilization Period.      During the Mobilization
Period (and with respect to those matters set forth in Exhibit C
hereto, by no later than the respective dates set forth in such
Exhibit C with respect to such matters), Operator shall, subject
to Owner's review, take all actions necessary or desirable to
prepare the Project for operation on the Project Operations Date
and to prepare the Leased Equipment for operation on the Leased
Equipment Operations Date, including, but not limited to, the
following services:

     4.1.1     Staffing.  Operator shall develop a plan and
          schedule to staff the operation and maintenance of the
          Project and the Leased Equipment and submit such plan
          for Owner's approval.  Upon approval, Operator shall
          recruit, hire, and train the permanent staff and
          specialists required for operation and maintenance of
          the Project and the Leased Equipment in accordance with
          the terms of this Agreement.  All full-time personnel
          provided by Operator for the operation and maintenance
          of the Project and the Leased Equipment shall be fully
          qualified and available to perform services to support
          Project operation and maintenance as required by the
          staffing plan to be developed by Operator and approved
          by Owner.

     4.1.2     Safety Plan.  Operator shall develop a safety plan
          governing the operation and maintenance of the Project
          and the Leased Equipment which shall comply with the
          published safety policies of Millennium with respect to
          any operation and maintenance work performed on the
          Morris Plant Site.  In addition, the plan shall comply
          with Millennium's work permitting,

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<PAGE>

          emergency response procedures, lock-out/tag-out
          procedures and applicable OSHA requirements (including
          29 CFR 1910.119 dealing with the Process Safety
          Management Standards (including a process hazard
          review)); provided, that the fees and expenses of any
          third party consultants retained by Operator in
          connection with the preparation of such plans shall be
          for the account of Owner.  The plan shall also set out
          Emergency response procedures, including responses to
          Emergencies caused by Hazardous Substances, and such
          procedures shall be consistent with Millennium's
          emergency response procedures. All Operator personnel,
          as well as the personnel of any subcontractors, shall
          undergo the Three Rivers Training Program. All
          personnel, contractors, guests and any other person who
          enters the Project will review Millennium's safety
          video.  All such plans shall be submitted to Owner for
          approval.

     4.1.3     Procedures for Handling of Hazardous Substances:
          Operator shall develop chemical handling and disposal
          procedures, including procedures for the handling of
          Hazardous Substances; provided, however, that Owner
          shall retain title to all Hazardous Substances used in
          connection with the services provided by Operator, and
          Operator shall act solely as a custodian for Owner with
          respect to such Hazardous Substances. All such
          procedures shall be submitted to Owner for approval.
          Operator further acknowledges that removal of Hazardous
          Substances may only be appropriate in certain
          circumstances, and Operator will ensure that its
          personnel do not disturb asbestos or other Hazardous
          Substances which are part of the Leased Equipment.

     4.1.4     Administration; Reporting Procedures.  Operator
          shall develop administrative procedures, incident
          reporting and management procedures, security
          procedures, performance monitoring and reporting
          procedures, planned maintenance schedules,
          environmental monitoring and reporting procedures, fire
          fighting procedures, inventory storage and monitoring
          procedures, all in compliance with the Project
          Agreements. All such procedures shall be submitted to
          Owner for approval.

     4.1.5     Spare Parts List.  Operator shall submit to Owner
          for its approval a proposed list of spare parts, a
          budget and a plan for acquiring the required initial
          spare parts for the Project (incorporating the list of
          initial spare parts provided by the Construction
          Contractors under the EPC Contract and the RO
          Contract), as well as a list of supplies, consumables,
          tools and other

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<PAGE>

          items required for the operation and maintenance of the
          Project and the Leased Equipment.

     4.1.6     Procurement of Spare Parts, Supplies, Etc.
          Operator shall procure on behalf of, and with the
          approval of Owner, the initial inventory of all spare
          parts (other than the initial spare parts provided by
          Construction Contractors under the EPC Contract and RO
          Contract), supplies, consumables, furniture, laboratory
          equipment, office equipment, vehicles,  tools and other
          items set out in paragraph 4.1.5 above. Operator shall
          establish a computerized inventory of such items and
          provide a copy to Owner.

     4.1.7     Personnel Training by Construction Contractors.
          Operator shall make its personnel available for
          training by the Construction Contractors as
          contemplated by the EPC Contract and RO Contract, and
          in accordance with Schedule K to the EPC Contract and
          the RO Contract.

     4.1.8     Participation in Start-up and Related Activities.
          Operator shall participate in the start-up, performance
          testing, and commissioning of the Project under the
          direction of the Owner, and Owner shall coordinate such
          participation with the Construction Contractors.

     4.1.9     Performance Test Monitoring.  Operator shall
          assist Owner in the monitoring of the performance
          testing of the Project.  At Owner's request, Operator
          shall obtain staff who are not the normal compliment of
          operators operating the equipment for the Construction
          Contractors.

     4.1.10    Punch List.  Operator shall assist Owner in the
          preparation of the punch list to be prepared under the
          EPC Contract and the RO Contract.

     4.1.11    Review of Manuals, Drawings, Etc.  Operator shall
          assist Owner in its review, comment and approval of
          operation and maintenance manuals, turnover packages,
          drawings, specifications, diagrams, the spare parts
          list, and other information with respect to the Project
          obtained by Owner from the Construction Contractors
          under the EPC Contract and the RO Contract and from
          Millennium with respect to the Leased Equipment.

     4.1.12    Acceptance Schedule.  Under the direction of
          Owner, Operator shall help prepare the Acceptance
          Schedule setting out any deficiencies in the work

          15

<PAGE>

          performed by Construction Contractors, as well as any
          warranty claims under the EPC Contract and RO Contract.

     4.1.13    Personnel Training by Millennium.  Operator shall
          make its personnel available for training on the Leased
          Equipment to be conducted by personnel of Millennium,
          and shall train its personnel to identify and work
          around without disturbing asbestos and other Hazardous
          Substances which may be associated with such Leased
          Equipment. Such personnel shall be instructed not to
          disturb any such asbestos or other Hazardous
          Substances, and to report the presence of such
          materials (or in the case of asbestos, the disturbance
          thereof) to Owner as soon as possible.

     4.1.14    Major Electric and Steam Loads Procedures.
          Operator shall establish procedures with Millennium for
          prior notice of engagement of Major Electric Loads or
          major changes in steam flow or condensate return within
          the Morris Plant.

     4.1.15    Inspection of Leased Equipment.  In conjunction
          with Owner, Operator shall conduct a complete
          inspection of the Leased Equipment to identify any
          safety hazards, environmental hazards, or operating
          problems in advance of assumption of care, custody and
          control of such Leased Equipment.  Operator shall
          provide a report identifying such issues to Owner.  To
          the extent that remediation of asbestos or other
          Hazardous Substances is required, Operator shall not
          undertake any such remediation itself, but rather shall
          report such remediation requirements to Owner.

     4.1.16    Appointment of Plant Manager.  Operator shall
          appoint a Plant Manager (subject to Owner's approval)
          who shall supervise the performance of Operator's
          employees at the Project Site and who shall have
          authority to bind Operator, except as such authority
          may be specifically limited in writing.  The Plant
          Manager shall coordinate operation of the Project with
          Millennium, as directed by Owner.

     4.1.17    Development of Final Initial Annual Operating Plan
          and Budget and Major Maintenance Plan.  Attached hereto
          as Exhibit A-1 is the base case pro forma Annual
          Operating Plan and Budget for the twelve (12) month
          period commencing on the Project Operations Date.  In
          conjunction with Owner and representatives of
          Millennium, Operator shall develop a final Annual
          Operating Plan and Budget for such twelve (12) month
          period setting out,

          16

<PAGE>

          among other things, the projected Steam and electric
          requirements of Millennium Petrochemicals for such
          period.  Such Annual Operating Plan and Budget shall
          also set out all scheduled maintenance periods and
          Project operating procedures.  If Owner and Operator
          are unable to agree on such final initial Annual
          Operating Plan and Budget, Operator may use an Annual
          Operating Plan and Budget consistent with the base case
          pro forma Annual Operating Plan and Budget attached
          hereto as Exhibit A-1.  Attached hereto as Exhibit A-2
          is the base case pro forma Major Maintenance Budget for
          the five (5) year period commencing on the Project
          Operations Date.  In conjunction with Owner, Operator
          shall develop a final Major Maintenance Budget for such
          five (5) year period including, among other things, any
          long term service agreements entered into by Owner and
          the Major Maintenance Contractor with respect to the
          combustion turbines.  If Owner and Operator are unable
          to agree on such final initial Major Maintenance
          Budget, Operator may use a Major Maintenance Budget
          consistent with the base case pro forma Major
          Maintenance Budget attached hereto as Exhibit A-2.

     4.1.18    Management Plan.  Operator shall develop a written
          management plan for approval by Owner to ensure optimal
          performance, responsiveness and cost effectiveness in
          the operation and maintenance of the Project and the
          Leased Equipment.  The program shall include provisions
          regarding:

          (a)  budget tracking, analysis and adjustments;

          (b)  monthly environmental reports and annual tracking;

          (c)  QF analysis monthly report;

     (d)  personnel policies, including policies regarding
          payroll, compensation, pensions and other benefits;


          (e)  training;

          (f)  purchasing and inventory control;

          (g)  a project safety and health program which will
               include procedures and a manual;

               17

<PAGE>

          (h)  an employee job site handbook for Operator's
               employees who will be involved in operation and
               maintenance with the Project and the Leased
               Equipment, including as-built operating
               procedures;

          (i)  a maintenance planning and scheduling system
               including a detailed schedule of all preventative
               maintenance to be performed on the Project and the
               Leased Equipment; and

          (j)  a system for maintaining a computerized inventory
               of consumables, spare parts, tools and supplies.

     4.1.19    Office and Work Shop.  Operator shall establish,
          on behalf of and with the approval of Owner, an office
          on the Project Site as well as a work shop for
          performing minor maintenance.

     4.1.20    Development of Mobilization Budgets.  Operator
          shall develop and deliver to Owner for approval,
          budgets for the mobilization periods commencing on the
          earlier of the Leased Equipment Mobilization Date and
          the Project Mobilization Date, respectively, and ending
          on the Project Operations Date.

     4.2    Operations.   On  and  after  the  Leased   Equipment
Operations  Date  with respect to the Leased  Equipment  and  the
Project  Operations  Date with respect to the  Project,  Operator
shall provide all operation and maintenance services (other  than
major  maintenance separately contracted by the Owner)  necessary
to  efficiently operate and maintain the Project and  the  Leased
Equipment,  as  the case may be, including, but not  limited  to,
performing the following services.

     4.2.1     Compliance with Legal and Contractual
          Requirements.  Operator shall operate and maintain the
          Project and the Leased Equipment in compliance with all
          Legal and Contractual Requirements, Prudent Engineering
          and Operating Practices, equipment supplier's
          recommendations and the Annual Operating Plan and
          Budget.

     4.2.2     Approvals and Permits.  Operator shall obtain and
          maintain in effect all Approvals and Permits which may
          be obtained and maintained in Operator's name, and
          assist Owner in obtaining and renewing all Approvals
          and Permits which must be maintained in Owner's name.



     18

<PAGE>

     4.2.3     Payment of Employees and Subcontractors.  Operator
          shall ensure that all of its employees, agents, and
          subcontractors are paid in accordance with their agreed
          terms and conditions, and comply with all filing and
          payment requirements under applicable statutes in a
          timely manner.

     4.2.4     Subcontracts.  Operator shall enter into such
          subcontracts with Major Subcontractors as Operator may
          elect following the approval of Owner and Millennium,
          and retain such other subcontractors as may be
          acceptable to Owner in the exercise of Owner's
          reasonable discretion.

     4.2.5     Employment and Training of Employees.  Operator
          shall employ, and ensure adequate training of,
          Operator's employees and the employees of any of its
          Affiliates (duly licensed where required by statute or
          regulation) for the operation and maintenance of the
          Project and the Leased Equipment consistent with the
          equipment suppliers' recommendations and Prudent
          Engineering and Operating Practices, and plan and
          administer all matters pertaining to employee
          relations, salaries, wages, working conditions, hours
          of work, termination of employees, employee benefits,
          employee staffing, safety and related matters
          pertaining to such employees, and maintain records with
          respect to all such matters.

     4.2.6     Maintenance of Records.  Operator shall monitor,
          prepare and maintain records of the operations and
          maintenance of the Project and the Leased Equipment in
          such form and covering such matters as Owner may
          reasonably request, consistent with Prudent Engineering
          and Operating Practices, generally accepted accounting
          principles, and applicable records retention
          requirements, and make such records available for
          inspection and/or audit by Owner, the Lenders and their
          respective designees. Such records shall, at a minimum,
          include all interconnections, including Steam and
          electricity deliveries, fuel consumption, feed water,
          boiler feed water, condensate return, wastewater
          discharges, and such other information as may be
          reasonably requested by Owner.  Equipment operating and
          maintenance records shall be maintained for the life of
          the equipment.  Other records shall be maintained for
          such periods as Owner shall reasonably require.

     4.2.7     Computerized Inventory of Spare Parts.  Operator
          shall implement a computerized inventory control system
          to identify, catalog, and disburse spare parts for the
          maintenance of the Project and the Leased Equipment,

          19

<PAGE>

          procuring, as agent for Owner, replacement spare parts
          and refurbishing, where practical or economical, spare
          parts to permit their re-use.

     4.2.8     Operation and Maintenance of Project.  Operate and
          maintain the Project and the Leased Equipment in
          accordance with the operation and maintenance programs
          prepared by Operator, and, if necessary, update such
          programs and create new programs as required for
          operation and maintenance of the Project and the Leased
          Equipment.

     4.2.9     Maximization of Energy Production; Minimization of
          Unscheduled Outages.  Operator shall operate and
          maintain the Project and the Leased Equipment to
          maximize the continuous, reliable, safe and efficient
          generation of electrical and thermal energy by the
          Project and Millennium so as to conserve fuel and
          financial resources and to minimize unscheduled
          outages, and provide maintenance for the Project and
          the Leased Equipment in a cost effective manner,
          subject to any limitations imposed by Legal and
          Contractual Requirements.

     4.2.10    Cleanliness.  Operator shall use all reasonable
          care necessary to keep the Project, the Project Site
          and the Leased Equipment in a clean and orderly
          condition and free from debris, rubbish or waste.

     4.2.11    Emergency.  Operator shall take all necessary
          precautions and appropriate corrective actions in the
          event of an Emergency to prevent injury to personnel,
          to prevent or mitigate noncompliance with Environmental
          Laws and to safeguard the security of the Project and
          the Leased Equipment.

     4.2.12    Freedom from Liens and Encumbrances.  Operator
          shall keep the Project and the Leased Equipment free
          and clear of any liens and encumbrances arising out of
          the acts, omissions or debts of Operator or its
          employees, agents or subcontractors claiming by,
          through, or under Operator (this subsection shall not
          apply to mechanics' liens and liens of any nature
          arising by operation of law, provided such liens are
          promptly removed by the payment of the debts they
          secure when due; in the event of a dispute between
          Operator or its subcontractors and a lien holder,
          Operator's obligation to Owner pursuant to this
          provision may be satisfied by the posting of an
          appropriate bond to the extent acceptable to the
          Agent).



     20

<PAGE>

     4.2.13    Preparation of Subsequent Annual Operating and
          Budget Plans.  In the event the Project Operations Date
          occurs on any day other than the first day of a
          calendar year, Operator shall prepare a modification to
          the initial Annual Operating Plan and Budget to cover
          the period from the first anniversary of the Project
          Operations Date to the end of the calendar year in
          which such first anniversary occurs, all as more fully
          described in Section 6.2.  Thereafter, Operator shall
          prepare subsequent Annual Operating Plans and Budgets
          which shall include all anticipated Expenses of the
          Project to be paid by Owner for each succeeding
          calendar year, all as more fully described in
          Section 6.2.  All such Annual Operating Plans and
          Budgets shall be prepared only after consultations with
          Owner and Millennium.

     4.2.14    Scheduled Major Maintenance.  Operator shall
          coordinate with Owner (and, in the case of scheduled
          major maintenance on the combustion turbines, Major
          Maintenance Contractor) for the performance of all
          scheduled major maintenance on the combustion turbines,
          the heat recovery steam generators and the main
          transformers and switch gear. To the extent possible,
          all such scheduled major maintenance shall be performed
          during periods when the Morris Plant will also be out
          of operation in order to minimize the need for standby
          electricity and auxiliary steam production and during
          non-peak seasons in order to minimize the cost of any
          required standby electricity.

     4.2.15    Fuel Management Procedures.  Operator shall
          develop and implement fuel management procedures in
          cooperation with Millennium.  Operator acknowledges
          that Millennium shall have primary responsibility for
          fuel management, and Operator shall furnish Millennium
          with information regarding the fuel requirements of the
          Project and Boilers 5 and 6 based on the Annual
          Operating Plan and Budget, Millennium's then current
          projected demand for electricity and Steam, and Owner's
          Excess Sales requirements. Operator shall also monitor
          the quality of Methane Off Gas being provided by
          Millennium to ensure that it meets the specifications
          set out in Exhibit C-1 to the ESA.  In addition,
          Operator shall ensure that quantities of Methane Off
          Gas delivered to the combustion turbines shall not
          exceed 280 million Btu's per hour, unless agreed
          otherwise between Owner and Millennium, and shall
          coordinate with Millennium to optimize its delivery of
          Methane Off Gas.  To the extent that Millennium
          provides Methane Off Gas which fails to meet the
          specifications set out in Exhibit C-1 to the ESA, or to
          the extent Operator determines that Methane Off Gas
          meeting the specifications set out such Exhibit may
          jeopardize operation of the Project,

          21

<PAGE>

          Operator shall promptly notify Owner thereof.  Operator
          shall follow any instructions given to it by Owner
          regarding substitution of pipeline quality natural gas
          for Methane Off Gas.

     4.2.16    Monthly Reports of Delivered Fuel.  Operator shall
          provide to Owner monthly reports setting out the total
          delivered amount of fuel to the Project, separately
          setting forth the delivered amounts of pipeline natural
          gas, Methane Off Gas and E/P Mix Gas.  These reports
          will be accompanied by appropriate supporting
          documentation sufficient (other than with respect to
          pricing information) to permit Owner to provide a fully
          substantiated fuel cost report to Millennium.

     4.2.17    Raw Water.  Operator shall monitor the quantity
          and quality of raw water delivered to the Project by
          Millennium.  Operator shall provide to Owner each month
          a report of the quantity and quality of raw water
          utilized by the Project.

     4.2.18    Boiler Feedwater.  Pursuant to Section 10.2 of the
          ESA, Operator shall provide boiler feedwater to
          Millennium up to a maximum of 1300 gallons per minute,
          meeting the minimum requirements set out in Exhibit F-2
          of the ESA.  Operator shall monitor the quality and
          quantity of boiler feed water delivered to both
          Millennium and the Project.  Meter results showing the
          quality and quantity of boiler feed water delivered to
          Millennium shall be furnished to Owner and Millennium
          at the end of each month.

     4.2.19    Condensate Return.  Operator shall monitor the
          quality and quantity of condensate returned to the
          Project by Millennium, and ensure that such condensate
          meets the minimum requirements set out in Exhibit F-3
          of the ESA, and that such condensate is not
          contaminated with oil, excess rust, or other foreign
          substances that would render the condensate unsuitable
          for boiler makeup water.  Any condensate not meeting
          these standards shall be rejected by Operator.

     4.2.20    Waste Water Discharges.  Operator shall ensure
          that cooling tower blow down discharges, oily water
          discharges, RO System discharges, boiler blow down
          discharges, effluent from the demineralized water
          system, storm water runoff, wash water from internal
          combustion turbine or other equipment cleaning and
          other waste discharges meet the criteria set out in
          Exhibits F-4 through F-9 respectively of the ESA and
          shall be in

          22

<PAGE>

          compliance with the Millennium NPDES permit.  Operator
          shall maintain the metering equipment on each waste
          water discharge from the Project.  The meter data shall
          be furnished to Owner at the end of each month, or as
          otherwise required by the Millennium NPDES permit.

     4.2.21    Energy Services Billing Information.  Operator
          shall provide Owner with all information required to
          bill Millennium for energy services each month.
          Without limiting the generality of the foregoing, such
          information shall include data covering steam and
          electricity deliveries to Millennium, average
          condensate return levels, steam required to return the
          Millennium ethylene plant to service which is produced
          by existing Boilers 5 and 6, third party electricity
          sales, quantities of Methane Off Gas and E/P Mix Gas
          provided by Millennium, all data needed to calculate
          waste water discharge fees due Millennium, and the
          quantities of demineralized and boiler feed water
          furnished to the Morris Plant, as well as the quantity
          of raw water taken by the Project from Millennium.

     4.2.22    Consultations with Owner.  Operator shall report
          to, and consult with, Owner regarding the operation of
          the Project on a regularly scheduled basis, as
          reasonably requested by Owner.

     4.2.23    Indemnities, Warranties and Guarantees.  Operator
          shall use reasonable commercial efforts to secure from
          vendors, suppliers and subcontractors the best
          indemnitees, warranties and guarantees as may be
          commercially available regarding supplies, equipment,
          and services purchased for the Project, all of which
          shall be assigned to Owner (Operator shall render
          reasonable assistance to Owner for the purpose of
          enforcing such indemnitees, warranties or guarantees of
          which Owner is a beneficiary regarding the Project
          and/or the Leased Equipment).

     4.2.24    Performance of Other Services.  Operator shall
          perform for Owner such other services as may from time-
          to-time be reasonably requested or necessary or
          appropriate in connection with the operation and
          maintenance of the Project and the Leased Equipment.

     4.2.25    Notification of Deficiency in Revenues; Excessive
          Costs; Failure to Comply with Legal and Contractual
          Requirements.  Operator shall promptly notify Owner of
          (i) any condition, event, or act which is likely to
          result in a material deficiency in budgeted revenues,
          or an excess in budgeted costs,

          23

<PAGE>

          (ii) any forced outages or significant malfunction of
          the Project and/or the Leased Equipment immediately,
          and (iii) any material failure to comply with any Legal
          and Contractual Requirements or any event which is
          reasonably expected to cause such material failure.

     4.2.26    Information Requested by Owner.  Operator shall
          promptly provide Owner with such information relative
          to the Project and the Leased Equipment as Owner may
          reasonably request.

     4.2.27    Warranty Inspections.  In addition to routine
          inspections during the warranty period, Operator shall
          perform an "end of warranty period" inspection of all
          major components of the Project, and prepare a report
          to Owner of all breaches of the warranties provided by
          the Construction Contractors (and any of its vendors)
          under the EPC Contract and the RO Contract.

     4.2.28    Repair or Replacement.  Following damage or other
          loss to the Project and/or the Leased Equipment,
          Operator shall, on behalf of and with the approval of
          Owner, repair or replace damaged components as required
          as promptly as feasible.

     4.2.29    Integrated Energy Management Plan. Operator shall
          work with Owner and Millennium to develop and implement
          an integrated energy management plan.  This plan will
          include the sharing between the Project and the Morris
          Plant of distributed control system data for monitoring
          purposes only, system operating capabilities, and
          design criteria in order to optimize the Morris Plant's
          and the Project's energy systems.  Sources to be
          monitored shall include the 600 pound, 150 pound, 50
          pound and 25 pound steam systems, deaerators, fuel and
          water systems.  To the greatest extent possible, Owner
          shall integrate the Project's distributed control
          system data with that of Millennium.

     4.2.30    PURPA Compliance.  Operator shall monitor Project
          compliance with the PURPA efficiency and operating
          standards and notify Owner of any potential violation
          of such standards in sufficient time to permit Owner
          take appropriate corrective action.  Operator shall
          prepare a monthly report to Owner regarding PURPA
          compliance and an end of year final report with
          supporting documentation.

          24

<PAGE>

     4.2.31    Emissions Compliance.  Operator shall monitor
          emissions from the Project and the Leased Equipment and
          compliance with emissions standards set forth in the
          air permit (including tracking of the 365 day rolling
          emission limits) and notify Owner of any potential
          violation of such standards in sufficient time to
          permit owner to take corrective action.

     4.2.32    Cooperation with Lenders.  Operator shall, as and to
          the extent requested by Owner cooperate with the Lender's
          independent engineer.

          4.2.33    Restoration Plans.  In the event of any
          damage to or destruction of, or upon condemnation or
          appropriation or any similar event with respect to, all
          or a portion of  the Project, Operator shall, at
          Owner's request, prepare, or assist in the preparation
          of a plan relating to the rebuilding, repairing or
          restoring of the Project.


                 V.   RESPONSIBLITIES OF OWNER

     5.1  Responsibilities of Owner.  Owner shall be responsible
for delivering the Project to Operator and providing Operator
with general strategic guidance, as well as specific operational
instructions, including, without limitation, the following:

     5.1.1     Delivery of Care, Custody and Control of the
          Project and the Leased Equipment to Operator.  The
          responsibility for the continuous operation of the
          Project, as well as care, custody and control of the
          Project, shall be delivered to Operator by Owner on the
          Project Operations Date. The responsibility for the
          continuous operation of the Leased Equipment, as well
          as care, custody and control of the Leased Equipment,
          shall be delivered to Operator by Owner on the Leased
          Equipment Operations Date.  The Owner's obligation
          under this Section 5.1.1 is to deliver a complete plant
          as contemplated in the EPC Contract, the ESA and the RO
          Contract.

     5.1.2     Provision of Spare Parts Inventory.  Owner will
          provide Operator with those spare parts for which
          Construction Contractors are responsible under the EPC
          Contract and RO Contract and a budget for acquiring the
          additional spares approved by Owner pursuant to
          Section 4.1.5.

     5.1.3     Provision of Project Facilities.  Owner shall
          provide Operator with a Project Site office, work shop,
          laboratories, locker rooms, storage and associated

          25

<PAGE>

          facilities.  Furnishing and equipping of these
          facilities shall be the responsibility of Operator, but
          for Owner's account.

     5.1.4     Project Site Services.  Owner shall provide, or
          cause Millennium to provide, the following Project Site
          services as necessary for the operation and maintenance
          of the Project and/or the Leased Equipment, at no cost
          to Operator: ingress and egress to the Project Site;
          fuel, raw make-up water, waste water disposal services,
          standby power, and telephone services.

     5.1.5     Owner's Representative.  Owner shall provide an
          Owner's representative who shall represent and have the
          authority to bind Owner in all matters regarding this
          Agreement, except as specifically limited in writing by
          Owner.

     5.1.6     Approvals and Permits.  Owner shall be responsible
          for obtaining and maintaining all Approvals and Permits
          necessary for the Project to be legally authorized to
          operate and required to be obtained in Owner's name.
          Operator shall provide full and reasonable continuing
          cooperation in obtaining and maintaining all such
          Approvals and Permits, and shall review Owner's
          applications for accuracy and completeness.

     5.1.7     Provision of Operating and Maintenance Manuals.
          Owner shall turn over to Operator those operation and
          maintenance manuals (including as-built drawings of
          process and instrument diagrams, electrical one-lines
          and general arrangements) which it receives from
          Construction Contractors or equipment manufacturers.
          Owner shall also provide manuals furnished by
          Millennium regarding the operation and maintenance of
          the Leased Equipment. Operator shall be responsible for
          the periodic updating of such manuals following
          receipt.

     5.1.8     Hazardous Substances Disposal.  Owner shall be
          responsible for arranging for the lawful and proper
          disposal of Hazardous Substances generated by the
          Project, and will also be responsible for making
          appropriate arrangements with Millennium for the
          removal of Hazardous Substances which are discovered by
          Operator with respect to the Leased Equipment.

     5.1.9     Copies of  Project Agreements.  Owner will give
          Operator copies of all Project Agreements and Permits
          and Approvals required for the

          26

<PAGE>

          performance of Operator's responsibilities hereunder.
          These shall be maintained in confidence by Operator.

     5.1.10    Administration of Contracts and Financing.  Owner
          shall administer the Project Agreements including the
          EPC Contract, the RO Contract and any financing for the
          Project, including preparation of any required reports
          to the Lenders.

     5.1.11    Fuel Supply.  Owner shall ensure that fuel is
          supplied to the Project and the Leased Equipment,
          including all natural gas necessary for Operator to
          satisfy Excess Sales requirements.  Owner shall monitor
          and provide periodic reports to Operator regarding the
          natural gas reserve inventory levels to be maintained
          under the NIGAS Agreement.

     5.1.12    Provision of Business Strategy and Guidance with
          Respect to Excess Electricity Sales.  Owner shall also
          provide to Operator periodic written guidance with
          respect to Excess Sales to ensure that such sales do
          not conflict with Owner's responsibilities to
          Millennium under the ESA.  To the extent that Owner
          arranges for the sale of interruptible or firm electric
          capacity, Owner shall also provide copies of such
          agreements to Operator and instructions regarding their
          implementation.  Owner shall be responsible for making
          all such arrangements for Excess Sales.

     VI.  OPERATION OF THE PROJECT AND THE LEASED EQUIPMENT

          6.1  Visits and Reviews by Owner.  Owner, the Lenders and
their respective representatives shall have the right, during
both normal working hours and all other hours, to visit the
Project Site in order to monitor Operator's performance of its
obligations under this Agreement and to inspect the Project Site
and any part thereof.  Owner and its representatives shall also
have the right to take visitors, after reasonable notice to
Operator, onto the Project Site, into the Project and to the
Leased Equipment to observe the various services which Operator
performs; provided, however, that such visits shall be conducted
in a manner so as to minimize interference with Operator's
obligations hereunder, and all such visitors (including without
limitation Owner, the Lenders and their respective
representatives) shall comply with the safety rules and
procedures established by Operator and Millennium.

                                   27



<PAGE>

     6.2  Development of Annual Operating Plan and Budget and
Major Maintenance Budget. Operator and Owner shall develop an
Annual Operating Plan and Budget for each Operating Year in
accordance with the following provisions:

     6.2.1          Extension to Initial Annual Operating Plan and
          Budget.  In the event the Project Operations Date occurs on any
          day other than the first day of a calendar year, Operator shall
          prepare and deliver to Owner within four (4) months of the
          Project Operations Date an extension to the initial Annual
          Operating Plan and Budget to cover the period from the first
          anniversary of the Project Operations Date to the end of the
          calendar year in which such first anniversary occurs. Such Annual
          Operating Plan and Budget shall include all expenses which
          Operator expects to incur for the operation and maintenance of
          the Project and the Leased Equipment during such extension
          period.
          6.2.2     Annual Operating Plan and Budget.  In all
          other instances, Operator shall prepare and deliver to
          Owner by no later than October 1 of each Operating Year
          a proposed Operating Plan and Budget for the subsequent
          Operating Year.  Each such Operating Plan and Budget
          shall include all expenses which Operator expects to
          incur for the operation and maintenance of the Project
          and the Leased Equipment during such subsequent
          Operating Year.  Such Annual Operating Plan and Budget
          shall also set forth the anticipated operation and
          maintenance plan including projected electrical and
          steam production levels for the Project broken out on a
          monthly basis, and a complete schedule (to the extent
          feasible) of routine maintenance to be accomplished
          during such Operating Year.

          6.2.3     Major Maintenance Budget.  Operator shall
          also prepare and deliver to Owner by October 1 of each
          Operating Year a proposed Major Maintenance Budget that
          shall include a plan and budget for major maintenance
          tasks (including major Project and Leased Equipment
          repairs) for the five-year period commencing with the
          subsequent Operating Year.

     6.2.4      Consent  of Owner.  Neither any Annual  Operating
Plan  and  Budget,  nor  any Major Maintenance  Budget  shall  be
effective without the consent and agreement of Owner.  Owner  and
Operator  shall meet and exchange information as is necessary  in
connection with Owners review and consent.  If Owner and Operator
cannot  agree on a Major Maintenance Budget by the start  of  the
first   year  of  such  Major  Maintenance  Budget,   the   Major
Maintenance Budget shall be as determined by Owner.  If Owner and



                                   28



<PAGE>



          Operator cannot reach agreement on the Annual Operating
Plan and Budget by the start of any Operating Year (or by the end
of  the fourth (4th) month after the Project Operations Date,  in
the  case  of  an extension contemplated in Section 6.1),  either
Party  may  request that the relevant Annual Operating  Plan  and
Budget  be  submitted to dispute resolution  in  accordance  with
Article  XIII.   Until such time as agreement is reached  or  the
dispute  is  resolved, the Annual Operating Plan and Budget  (the
"Default Budget") for such Operating Year (or with respect to the
extension to the Annual Operating Plan and Budget contemplated in
Section 6.2.1, for such extension period) shall be as follows:



          (a)  For all labor costs, the budget shall be the budget for the
               preceding Operating Year, adjusted by the change in the cost of
               hourly labor at the Morris Plant from January 1 of such preceding
               Operating Year to January 1 of the Operating Year for which such
               Default Budget applies.



          (b)  For operating consumables, tools, parts, and other supplies
               and materials, the budget shall be the actual cost of such items.



          (c)  For all other items the budget shall be the same as the
               budget for the preceding Operating Year.



          (d)  The Default Budget shall be modified (i) to delete any non-
               recurring expense from the Annual Operating Plan and Budget from
               the preceding Operating Year, if such non-recurring expense is
               not reasonably expected to occur during the Operating Year for
               which the Default Budget is applicable, and (ii) to include
               provision of any non-recurring expense which was not included in
               the Annual Operating Plan and Budget for the preceding Operating
               Year, if such non-recurring expense is reasonably expected to
               occur during the Operating Year for which the Default Budget is
               applicable.



Once  Owner  and Operator have reached agreement  on  the  Annual
Operating  Plan  and  Budget, Operator shall  be  bound  by  such
budget,  and shall have no authority to incur expenses in  excess
of such budget without the prior approval of Owner.




     29

<PAGE>

     6.3  Change Orders to Annual Operating Plan and Budget or
Major Maintenance Budget.  The Parties  acknowledge that Changes
may be required during the term of this Agreement to an Annual
Operating Plan and Budget or a Major Maintenance Budget.  Either
Owner or Operator may, by written notice to the other Party,
propose a Change.  The written notice shall describe the proposed
Change in reasonable detail and the reasons therefor.  No Change
to an Annual Operating Plan and Budget or a Major Maintenance
Budget shall be undertaken by Operator prior to the execution by
Owner of a written Change Order approving such change; provided,
however, that Operator shall be entitled to implement a proposed
Change without the prior approval of Owner if such Change is
required due to an Emergency.

     6.3.1      Emergencies.  If Operator implements a Change without
          the prior approval of Owner due to an Emergency, Operator shall
          promptly notify Owner of the nature and extent of such Change.

     6.3.2      Change in Law or Changes in Project Agreements.  If a
          Change in an Annual Operating Plan and Budget or a Major
          Maintenance Budget is required as a direct consequence of either
          a Change in Law or a Change in Project Agreements, Operator shall
          promptly notify Owner in detail of the nature and extent of such
          Change.

     6.3.3      Certain Other Events. If a Change in an Annual
          Operating Plan and Budget or a Major Maintenance Budget is
          required as a direct consequence of (i) the replacement of
          Millennium's existing Boilers 5 and 6, or (ii) a breaking of or
          accident to equipment, Operator shall promptly notify Owner in
          detail of the nature and extent of such Change.

     6.3.4      Excess Sales. If a Change in an Annual Operating Plan
          and Budget or a Major Maintenance Budget is required as a direct
          consequence of Excess Sales, Operator shall promptly notify Owner
          in detail of the nature and extent of such Change.

     6.4  Modifications to Annual Operating Plan and Budget Due
to Changes in Requirements of Millennium.  Owner and Operator
each acknowledges that the requirements of Millennium for steam
and electricity may change during the course of an Operating
Year, and that the projected levels of steam and electrical
production set out in the Annual Operating Plan and Budget are
estimates, based on information provided by Millennium.  Operator
shall utilize its best efforts to meet the actual steam and
electrical requirements of Millennium, including any requirements
for Monomer Start-up Steam,

                                   30



<PAGE>

regardless of whether such requirements are accurately reflected
in the Annual Operating Plan and Budget.  Operator also
acknowledges that the quantities of Methane Off Gas which may be
available to the Project will vary over time, and that Operator
will be required to utilize fuel mixtures which involve varying
amounts of natural gas and Methane Off Gas, up to the limits set
out in the ESA.  To the extent that Operator incurs additional
costs due to steam and electrical requirements of Millennium
which exceed those set out in the Annual Operating Plan and
Budget, Operator shall promptly notify Owner of the nature and
extent of such Change.

     6.5  Standby Power Guaranty.  During each Operating Year
commencing on the Acceptance Date, Operator shall guaranty that
Owner incurs no greater than five hundred thousand dollars
($500,000) (pro-rated for any Agreement Year which contains less
than 12 months) of Operator Standby Power Costs.  Operator
acknowledges that included within such five hundred thousand
dollars ($500,000) are all Standby Power Costs incurred due to
routine or scheduled maintenance of the Project..

     6.6  Plant Heat Rate Guarantee.  Operator acknowledges that
maintenance of the projected plant heat rate is important to
Owner, and agrees to maintain the plant heat rate for the plant
within the Guaranteed Heat Rate.  Operator acknowledges that the
Guaranteed Heat Rate curve  is based on the use of up to 280
MMBtu per hour of Methane Off Gas as part of the fuel mix, fuel
heating, and inlet heating when at partial load, and also
incorporate adjustments for (a) gas turbine degradation between
major overhauls and (b) adjustments for load variations based on
the demand placed on each gas turbine generator set.  Excessive
heat rate which is incurred due to Force Majeure events, the
failure of Owner and/or Millennium to furnish sufficient fuel,
makeup water, waste disposal services, and other services
required to be provided to Operator hereunder, latent defects, or
the failure to perform maintenance recommended by Operator in
accordance with Prudent Engineering and Operating Practices but
excluded from any Major Maintenance Budget or any Annual
Operating Plan and Budget by Owner, shall in each case be
excluded from the calculation of heat rate for the purposes of
this guaranty.  For all purposes of this Agreement, the heat rate
of the Project shall be determined in a manner to be agreed
between Operator and Owner no later than the date which is twelve
months after the date hereof.

     6.7  Leased Equipment.

     6.7.1     Operator Responsibilities.  Operator shall perform all
          maintenance on the Leased Equipment, all Minor Leased Equipment
          Repairs and all repairs or replacement of Boilers 5 and 6.
          Subject to Section 6.8, Operator shall

     31

<PAGE>

          coordinate with Millennium and Owner the scheduling of
          all other repairs on the Leased Equipment, which
          repairs are the responsibility of Owner.

     6.7.2     Owner Responsibilities. Operator shall not be
          responsible for the following repairs and/or
          replacements involving the Leased Equipment, which
          repairs and/or replacements are acknowledged by Owner
          to be its responsibility:

          (a)  reconstruction costs arising from a failure of a major
               component of the boiler feedwater pumps, including their
               respective drivers;

          (b)  the failure of a demineralizer vessel, including its
               internals or its lined interconnecting piping;

          (c)  the failure of a boiler feedwater storage tank;

          (d)  the failure of the neutralization pit and accessories;

          (e)   the repair and maintenance of electrical switch gear,
               breakers, starters, relays, controls, and wiring which is part of
               the Leased Equipment, unless specifically damaged by Operator due
               to improper operation; and

          (f)  one replacement of each of the four remaining resin trains
               (out of the five original trains); provided, that Owner shall
               also be responsible, at its cost, for any further replacements if
               such replacements are caused by a lateral or other infrastructure
               failure.

          To the extent that Operator determines that any of the
          foregoing repairs, maintenance or replacements are
          required, it shall notify Owner.  To the extent
          possible, Operator shall identify any problems with
          such systems in advance of equipment failure in order
          to maximize availability and minimize Standby Power
          Costs.

     6.7.3     Steam and Electricity.  All electricity and steam
          required for operation of the Leased Equipment shall be
          provided by Millennium through purchases made from
          Owner.

     6.8  Unscheduled Maintenance.  Operator shall perform all
maintenance, repair and replacement requirements of the Project
notwithstanding that the same were not

                                   32



<PAGE>

anticipated or included in the approved Annual Operating Plan and
Budget. Operator will not commence any work under this
Section without the approval of Owner, except that, in the event
that such work is required by an Emergency, Operator shall
undertake such work and notify Owner as soon as possible.

     6.9  Gas Turbine Maintenance Agreement. Operator and Owner
shall work together to pursue an economic long-term gas turbine
maintenance agreement with a recognized provider of gas turbine
maintenance services acceptable to Owner and Lender.  Such long-
term gas turbine maintenance agreement shall be entered into by
Owner and shall be administered by Operator.

     6.10 Capital Improvement Budget.  Operator shall, from time
to time, make recommendations for such capital improvements to
the Project as may improve the operating efficiency thereof and
shall, if requested by Owner, assist Owner in preparing a budget
for any such capital improvements Owner may elect to implement.


      ARTICLE VII.  FEES AND EXPENSES PAYABLE TO OPERATOR

     7.1  Mobilization Fee.  As compensation for the services
provided by Operator during the Mobilization Period, Operator
shall be entitled to a one time fee equal to two hundred fifty
thousand dollars ($250,000), payable within thirty (30) days
after the earlier of the Leased Equipment Mobilization  Date or
the Project Mobilization Date.

     7.2  Annual Operator's Fee.  As compensation to Operator for
its performance of its obligations hereunder, Owner shall pay
Operator an annual fee (the "Annual Fee") commencing with the
first Operating Year after the Project Operations Date, and every
Operating Year thereafter.  Operator's Fee for the first
Operating Year shall be five hundred thousand dollars ($500,000)
and shall be prorated for the number of months in the first
Operating Year.  Thereafter, Operator's Fee shall be adjusted
annually by the percentage change in the Inflation Escalation
Index utilizing the value of the Inflation Escalation Index at
January 1, 1998, as the base year value.  Operator's Fee shall be
payable in equal monthly installments in arrears, subject to
Owner's right to set off against such installments any liquidated
damages owed by Operator to Owner pursuant to Sections 8.1 and/or
8.2 hereof.  Operator acknowledges that Owner may set off as much
as one hundred percent (100%) of the annual Operator's Fee to
cover any such liquidated damages, pursuant to the provisions
contained herein.



     33

<PAGE>

     7.3  Reimbursement for Operator's Costs for Operation.
Operator shall be reimbursed for the actual costs of Project and
Leased Equipment operation, including, without limitation:

          7.3.1     Labor Costs.  Operator shall be reimbursed for the
               actual costs of recruitment and employment of permanent and
               temporary staff and specialists from and after the Leased
               Equipment Mobilization Date with respect to such costs incurred
               in connection with the operation of the Leased Equipment and from
               and after the Project Mobilization Date with respect to such
               costs incurred in connection with the operation of the Project,
               such costs to include employment related benefits applicable to
               such staff and specialists.

          7.3.2     Project Maintenance and Repair Costs.
               Operator shall be reimbursed for the actual cost
               of Project and Leased Equipment consumables, spare
               parts, and repairs and/or replacement components
               supplied by Operator in accordance with the
               provisions of this Agreement.

               7.3.3     Certain Other Expenses. Operator shall
               also be reimbursed for all direct costs incurred
               by Operator and not otherwise covered by
               Sections 7.3.1 and 7.3.2 hereof, which are
               directly related to the operation and maintenance
               of the Project, such as any federal, state or
               other sales, use, value added, gross receipts, or
               similar tax, any insurance premiums paid by
               Operator to obtain the insurance required of
               Operator hereunder, and the costs of any permits
               or licenses required of Operator.  Operator shall
               furnish Owner with reasonable documentation of
               such costs.

     7.4  Demobilization.  Upon demobilization, Owner shall
reimburse Operator all reasonable costs and expenses associated
with such demobilization, including reasonable severance, out-
placement, relocation, continuation of benefits, unemployment
premiums and other similar costs; provided, that Operator shall
take all reasonable efforts to minimize such costs.  In the event
that Millennium terminates this Agreement pursuant to the second
proviso of Article III, Operator shall be paid a demobilization
fee equal to twice the Annual Fee at the time of such
termination.

     7.5  Invoices.  Operator shall prepare and submit to Owner
on a monthly basis invoices covering the costs and fees to which
Operator is entitled under this Article VII.  Such invoices shall
be accompanied by expense statements, vouchers, or other
supporting

                                   34



<PAGE>

information as Owner may reasonably require.  Owner shall pay, or
request its Lender to pay on Owner's behalf, all undisputed
amounts due Operator no later than thirty (30) days after receipt
of the invoice. All payments to Operator shall be made by wire
transfer in immediately available funds to the account set forth
in such invoice.  Any payment not made within thirty (30) days
after receipt of Operator's invoice will bear interest from the
date on which payment was due at the rate of one percent (1%) per
month.  To the extent that Owner disputes any charges included in
an invoice submitted by Operator, Owner shall be entitled to
withhold such amounts pending the resolution of the dispute,
pursuant to the provisions of Article XIII.  Should the
arbitration panel established pursuant to Section 13.2
subsequently determine that some or all of the disputed amount
was due Operator, Owner shall pay such amount plus interest at
the rate of one and a half percent (1 1/2%) per month from the
date such payment was originally due until the date of payment.

        ARTICLE VIII.  LIQUIDATED DAMAGES AND INCENTIVES

     8.1  Liquidated Damages for Excess Standby Power Costs.  In
the event that Owner is required to pay five hundred thousand
dollars ($500,000) or more in Operator Standby Power Costs in any
Operating Year (prorated for any Operating Year which is less
than twelve months), then Operator shall pay to Owner, as
liquidated damages, and not as a penalty, an amount equal to
fifty percent (50%) of the difference between such Operator
Standby Power Costs incurred during such Operating Year and five
hundred thousand dollars ($500,000), subject to a ceiling equal
to the Maximum Liquidated Damages applicable to Operator Standby
Power Costs.  Payment of liquidated damages under this Section
8.1 shall, subject to Section 12.4, constitute Owner's exclusive
remedy hereunder for reduced availability of electricity from the
Project.

     8.2  Liquidated Damages for Operator's Failure to Maintain
Guaranteed Heat Rate.  In the event that Operator fails to
maintain in any Operating Year, the Guaranteed Heat Rate,
Operator shall pay as liquidated damages, and not as a penalty,
an amount equal to fifty thousand dollars ($50,000) for each one
percent (1%) (or part thereof) by which the average heat rate for
the Project for the Operating Year exceeded the Guaranteed Heat
Rate, subject to a ceiling equal to the Maximum Liquidated
Damages and prorated for any Operating Year which is less than
twelve months.  Payment of such liquidated damages shall, subject
to Section 12.4, be Owner's sole and exclusive remedy for the
failure of Operator to achieve the Guaranteed Heat Rate.

     8.3  Billing and Collection of Liquidated Damages.  Not
later than twenty (20) days after the end of each Operating Year,
Operator shall render a statement to Owner, with all necessary
and appropriate supporting documentation, calculating the amount
of

                                   35



<PAGE>

liquidated damages (if any) due Owner in accordance with
Sections 8.1 and 8.2 for the period from the beginning of the
Operating Year through the end of such Operating Year.  Any
amounts due to Owner on account of such liquidated damages,
together with all amounts, if any, being paid by Operator to cure
defaults under Section 12.4(d), (provided that Operator may set
off from such amount any past due amounts owed to Operator by
Owner) shall be paid by Operator within thirty (30) days of the
delivery of a statement therefor, but Owner's acceptance of such
amounts shall not preclude Owner from disputing under
Article XIII the accuracy of the amount of liquidated damages
owed as set forth on the statement.  Should Operator fail to
provide such statement, or fail to pay the applicable liquidated
damages, Owner shall have the right to calculate such damages
independently, and to set off such damages from amounts otherwise
due Operator for the Operations Fee.  In no event shall the
liquidated damages payable under Sections 8.1 and 8.2 exceed one
hundred percent (100%) of Operator's Fee in the applicable
Operating Year.

     8.4  Bonuses for Improved Availability and/or Superior Heat
Rate.  To the extent that Operator is able to keep Operator's
Standby Power Costs below the five hundred thousand dollars
($500,000) guaranteed by Operator in accordance with Section 6.5
with respect to any Operating Year (prorated for any Operating
Year which is less than twelve months) Operator shall be entitled
to a bonus in an amount equal to fifty percent (50%) of the
difference between five hundred thousand dollars ($500,000) and
the Operator Standby Power Costs incurred during such Operating
Year, up to a maximum of eighty percent (80%) of the Annual
Operator's Fee set out in Section 6.2.  If Operator is able to
achieve a Project heat rate superior to that of the Guaranteed
Heat Rate and guaranteed in accordance with Section 6.6 for the
applicable Operating Year, Operator shall be entitled to a bonus
equal to fifty thousand dollars ($50,000) for each one percent
(1%) (or part thereof) by which the Project heat rate is better
than the applicable guaranteed value, subject to a ceiling equal
to twenty percent (20%) of the Annual Operator's Fee set out in
Section 6.2 and prorated for any Operating Year which is less
than twelve months.  Operator shall render a statement to Owner
at the end of each Agreement Year setting out any bonuses which
it has earned pursuant to this section, along with reasonable
documentation thereof.  Any bonus payments due Operator shall be
made by Owner within thirty (30) days of receipt and acceptance
of such statement.  In the event of any dispute, either Owner or
Operator may refer the dispute to arbitration pursuant to the
provisions of Article XIII.

     8.5  Adjustment of Performance Standards.  In the event that
Acceptance (as defined in the EPC Contract) is achieved by
payment of liquidated damages pursuant to Article 12 of the EPC
Contract, Operator and Owner shall negotiate in good faith to



     36

<PAGE>

adjust the performance standards set forth in this Article VIII
to reflect the reduced performance capabilities of the Project.
In the event that Operator and Owner are not able to reach
agreement on such adjusted performance standards within sixty
(60) days of the Acceptance Date, Owner and Operator shall
commence dispute resolution proceedings pursuant to Article XIII
to resolve such dispute.

  ARTICLE IX.  INDEMNIFICATION RESPONSIBILITIES OF THE PARTIES

     9.1  Indemnification Responsibilities of Operator.  Operator
shall indemnify and hold harmless Owner, Owner's Affiliates, and
Lender(s), and their respective directors, officers, employees,
agents and representatives (hereinafter the "Owner Indemnified
Parties") from and against any and all claims (including, without
limitation, all environmental claims) arising out of, incident
to, or related to Operator's willful misconduct or gross
negligence in connection with its performance of this Agreement,
made by any Person (other than the Owner Indemnified Parties),
whether based on contract (including any breach of any agreement
respecting any subcontractor but specifically excluding any
breach of the Project Agreements), strict liability or otherwise
(except to the extent any such claims arise out of, are incident
to or related to the negligence of, or the breach of this
Agreement by, any Owner Indemnified Parties, in which event the
claims shall be borne by the Parties in proportion to the
respective fault of each Party).  The indemnification obligations
under this Section 9.1 shall not be limited by any limitation on
the amount or type of damages, compensation or other employee
benefit payable under any worker's compensation or other employee
benefit acts or insurance policies.  The indemnity provisions
contained in this Section 9.1 shall in no manner amend or
otherwise modify or limit any other of Operator's obligations
expressed elsewhere in this Agreement except as expressly
provided with respect to liquidated damages.

     9.2  Owner Indemnification Obligations. Owner shall
indemnify and hold harmless Operator and its directors, officers,
employees, agents and representatives (hereinafter the "Operator
Indemnified Parties") from and against any and all claims arising
out of, incident to, or related to Owner's willful misconduct or
gross negligence in connection with its performance of this
Agreement, made by any Person (other than Operator and the
Operator Indemnified Parties), whether based on contract
(including negligence by commission or omission), strict
liability or otherwise (except to the extent any such claims
arise out of, are incident to or related to the negligence of, or
the breach of this Agreement by any Operator Indemnified Parties,
in which event the claims shall be borne by the Parties in
proportion to the respective fault of each Party).  The
indemnification obligations under this Article 9.2 shall not be
limited by any limitation on

                                   37



<PAGE>

the amount or type of damages, compensation or other employee
benefit payable under any worker's compensation or other employee
benefit acts or insurance policies.  The indemnity provisions
contained in this Article 9.2 shall in no manner amend or
otherwise modify or limit any other of Owner's obligations
expressed elsewhere in this Agreement.

     9.3  Survival.  The duty to indemnify under this Article
will continue in full force and effect notwithstanding the
expiration or termination of this Agreement with respect to any
claim or action based on facts or conditions which occur prior to
such termination or expiration.

     9.4  Cooperation Regarding Claims.  If any Indemnified Party
intends to seek indemnification under this Article from an
Indemnifying Party with respect to any action or claim, the
Indemnified Party shall give the Indemnifying Party notice of
such claim or action within thirty (30) days of the commencement
of, or actual knowledge by the Indemnified Party of, such claim
or action.  Failure to provide such notice shall not relieve the
Indemnifying Party of its obligations hereunder so long as the
Indemnifying Party is not materially harmed by the Indemnified
Party's failure to give timely notice of the claim or action.
The Indemnifying Party shall, at its sole cost and expense,
defend any such claim or action; provided, however, that the
Indemnified Party shall, at its own cost and expense, have the
right to participate in the defense or settlement of any such
claim or action.  The Indemnified Party shall not compromise or
settle any such claim or action without the prior written consent
of the Indemnifying Party, which consent shall not be
unreasonably withheld.

               ARTICLE X.  INSURANCE REQUIREMENTS

     10.1 Insurance Requirements of Operator.  Unless Owner shall
advise Operator that Owner has satisfied the following
requirements in whole or in part by naming Operator as a named
insured on Owner's insurance policies, Operator shall procure and
maintain in full force and effect at all times  that the Project
is being operated (and, in any event, no later than the date on
which Operator has employees at the Project), insurance policies
with limits and coverage provisions in no event less than the
limits and coverage provisions set forth below.

          10.1.1    General Liability Insurance:  Liability
          insurance on an occurrence basis against claims for
          personal injury (including bodily injury and death) and
          property damage.  Such insurance shall provide coverage
          for products-completed operations, blanket contractual,
          explosion, collapse and underground coverage, broad
          form property damage, personal injury

                                   38

<PAGE>

               insurance, independent contractors and the hostile
          fire exception to the pollution liability exclusion
          with a $1,000,000 minimum limit per occurrence for
          combined bodily injury and property damage provided
          that policy aggregates, if any, shall apply separately
          to the Project.  A maximum deductible or self-insured
          retention of $25,000 per occurrence shall be allowed.

          10.1.2    Automobile Liability Insurance: Automobile
          liability insurance against claims for personal injury
          (including bodily injury and death) or property damage
          arising out of the use of all owned, leased, non-owned
          and hired motor vehicles including loading and
          unloading with a $1,000,000 minimum limit per
          occurrence for combined bodily injury and property
          damage and containing appropriate no-fault insurance
          provisions where applicable.  A maximum deductible or
          self-insurance retention of $25,000 per occurrence
          shall be allowed.

          10.1.3    Workers' Compensation Insurance: Workers'
          compensation insurance as required by applicable Legal
          and Contractual Requirements.  A maximum deductible or
          self-insured retention of $25,000 per occurrence shall
          be allowed.

          10.1.4    Employer's Liability Insurance: Employer's
          liability insurance for all employees of the Operator
          with a $1,000,000 minimum limit per accident.  A
          maximum deductible or self-insured retention of $25,000
          shall be allowed.

          10.1.5    Excess Insurance: Excess liability insurance
          on an occurrence basis covering claims in excess of the
          underlying insurance described in the foregoing
          subsections (1), (2) and (4) with a $10,000,000 minimum
          limit per occurrence; provided, that aggregate limits
          of liability, if any, shall apply separately to the
          Project.

          10.1.6    Aircraft Insurance: If the performance of
          Operators obligations under this Agreement requires the
          use of any aircraft that is owned, leased or chartered
          by the Operator, aircraft liability insurance with a
          $25,000,000 minimum limit per occurrence for property
          damage and bodily injury, including passengers and
          crew.

All policies of liability insurance to be maintained by Operator
shall be endorsed (a) to



                                   39

<PAGE>

provide a severability of interest or cross liability clause; (b)
to name Owner, the Agent and their respective directors,
officers, employees and agents as additional insureds; and (c)
that the insurance shall be primary and not excess to or
contributing with any insurance or self-insurance maintained by
Owner or the Banks.

     10.2 Insurance Requirements of Owner.  Owner shall maintain
insurance required to be maintained by it pursuant to the terms
of the ESA.  In the event that the ESA is terminated, Owner
shall, for the remaining term of this Agreement, maintain
insurance of the types and in the amounts required to be
maintained by it pursuant to the ESA as of the date hereof.



     10.3 Primary and Excess Insurance.  The amounts of insurance
required in the Sections 10.1.1, 10.1.2, 10.1.3, 10.1.4 and
10.1.5 may be satisfied by the Operator purchasing coverage in
the amounts specified or by any combination of primary and excess
insurance, so long as the total amount of insurance meets the
requirements specified above.

     10.4 Evidence of Insurance.  On or prior to the earlier of
the Project Mobilization Date or the Leased Equipment
Mobilization Date, each Party shall provide to the other pursuant
to the notice provisions of Article XVI, properly executed
certificates of insurance, signed by an authorized representative
of the insurance carrier.  Such insurance certificates shall
provide the following information: (i) name of insurance company,
policy number and expiration date, (ii) coverage required and the
limits on each, including the amount of deductibles and self-
insured retentions, (iii) a statement indicating that sixty (60)
days notice of cancellation, nonrenewal, or material change in
coverage with respect to any of the policies shall be given to
each named insured and any additional insured, and (iv) named and
additional insureds.  Each Party shall have the right to inspect
and photocopy the policies of insurance at the other Party's
place of business during regular business hours, upon reasonable
prior written notice.

     10.5 Additional Insurance Requirements.  As respects all
insurance required hereunder, the policies will provide for
mutual waivers of subrogation in favor of each Party to this
Agreement and the Agent and their respective directors, officers,
employees and agents.  Each Party shall be responsible for the
deductible portion of any claim filed under the insurance
required hereunder.  As respects all insurance required
hereunder, such insurance shall be maintained with insurance
companies authorized to do business in the State of Illinois and
rated "A-" or better with a minimum size rating of "VIII" as
rated by Best Insurance Guide and Key Ratings (or an equivalent
rating by another widely

                                   40



<PAGE>

recognized insurance rating agency of similar standing) or other
insurance companies of recognized financial responsibility
satisfactory to both Owner and Operator.

     10.6 Changes in Insurance Requirements. In the event the
Agent, pursuant to the Financing Agreements, amends the
requirements or approved insurance companies applicable to this
Section 10, this Section 10 shall be likewise amended.  In the
event any insurance (including the limits or deductibles thereof)
hereby required to be maintained shall not be reasonably
available and commercially feasible in the commercial insurance
market, Operator shall notify Owner of such fact and shall
provide Owner evidence thereof

   ARTICLE XI.  REPRESENTATIONS AND WARRANTIES OF THE PARTIES

     11.1 Owner Representations and Warranties.  Owner represents
and warrants to Operator as follows:

     11.1.1     Owner is a limited liability company duly formed,
validly  existing,  and  in  good  standing  under  the  laws  of
Delaware, and is properly qualified to do business in Illinois;


     11.1.2     The  execution of this Agreement  has  been  duly
authorized  and  approved by Owner, and no other  authorizations,
approvals or consents are required in order for this Agreement to
constitute  a  binding and enforceable legal  obligation  of  the
Owner;


     11.1.3    The execution of this Agreement by Owner, and  the
performance of Owner's obligations under this Agreement will  not
conflict  with,  or  result in a breach  or  default  under,  any
agreement, contract, or covenant to which Owner is a party; and


     11.1.4    This Agreement, as executed, constitutes a binding
legal obligation of Owner that is enforceable in accordance  with
its terms and conditions.


     11.2 Operator Representations and Warranties.  Operator
represents and warrants to Owner as follows:

     11.2.1     Operator  is  a  corporation  duly  incorporated,
validly  existing,  and  in  good  standing  under  the  laws  of
Delaware, and is properly qualified to do business in Illinois;




     41

<PAGE>

     11.2.2     The  execution of this Agreement by Operator  has
been  duly  authorized  and approved by Operator,  and  no  other
authorizations, approvals or consents are required in  order  for
this  Agreement  to  constitute a binding and  enforceable  legal
obligation of Operator;


     11.2.3     The execution of this Agreement by Operator,  and
the  performance of its obligations under this Agreement will not
conflict  with,  or  result in a breach  or  default  under,  any
agreement,  contract, or covenant to which Operator is  a  party;
and


     11.2.4    This Agreement, as executed, constitutes a binding
legal  obligation of Operator that is enforceable  in  accordance
with its terms and conditions.



           ARTICLE XII. EVENTS OF DEFAULTS; REMEDIES

     12.1 Owner Default.  Each of the following events shall
constitute a default by Owner hereunder except, if and to the
extent excused by, a Force Majeure event, or the fault, action or
inaction of Operator:

     12.1.1     The  failure  by  Owner to  fulfill  any  of  its
material  obligations  hereunder  following  receipt  of  written
notice  thereof from Operator, unless Owner shall have cured  the
same  within  thirty (30) days from the date of receipt  of  such
notice or within such longer period as may be reasonably required
to  cure  such  failure given the nature thereof,  provided  that
Owner  proceeds  and  continues with diligence  to  correct  such
failure.


     12.1.2     Owner  (i)  commences any insolvency  proceedings
with respect to itself, or (ii) makes any general assignment  for
the  benefit  of  its creditors, or generally fails  to  pay,  or
admits  in writing its inability to pay, its debts as they become
due  or  takes any action to effectuate or authorize any  of  the
foregoing actions.


     12.1.3      Any   involuntary  insolvency  proceedings   are
commenced or filed against Owner or any writ, judgment,  warrant,
or  attachment, execution or similar process is issued or  levied
against all or a substantial part of Owner's properties, and  any
such  involuntary insolvency proceedings shall not be  dismissed,
or such writ, judgment, warrant of attachment, execution or



                                   42



<PAGE>



           similar process shall not have been released,  vacated
or fully bonded within sixty (60) days after commencement, filing
or levy, or (i) any court of competent jurisdiction shall issue a
decree  for  relief  in  any such case; (ii)   Owner  admits  the
material allegations of the petition against it in any insolvency
proceeding  or an order for relief is ordered in such  insolvency
proceedings;  or (iii) Owner acquiesces to the appointment  of  a
receiver,  trustee, custodian, conservator, liquidator, mortgagee
in  possession  (or  agent thereof) or other similar  person  for
itself or a substantial portion of its properties or business.


     12.1.4     The  failure  of  Owner to  make  any  undisputed
payment  due Operator herein within thirty (30) days of  the  due
date.   Failure to make any such payment shall not be excused  by
Force Majeure events.


   12.2  Operator Default.  Each of the following events shall
constitute default by Operator hereunder except, if and to the
extent excused by, a Force Majeure event, or the fault, action,
or inaction of Owner:

     12.2.1     The  failure to make any undisputed  payment  due
Owner  hereunder within thirty (30) days of the date such payment
is due.  Failure to make any such payment shall not be excused by
a Force Majeure event.


     12.2.2     The  failure by Operator to fulfill its  material
responsibilities  hereunder  after  receipt  of  written   notice
thereof  from  Owner, unless Operator shall have cured  the  same
within thirty (30) days after the date of receipt of such notice,
or  within  such longer period as may be reasonably  required  to
cure  such  failure  given  the  nature  thereof,  provided  that
Operator  proceeds and continues with diligence to  correct  such
failure.


     12.2.3     The payment by Operator of the Maximum Liquidated
Damages  (or the obligation to pay) pursuant to Section  8.1  and
8.2  in  any  two  consecutive Operating Years  during  the  term
hereof,  or the payment of such damages in any four (4) Operating
Years  by  Operator; provided, that no default shall arise  under
this  Section  12.2.3 if the payment of such  Maximum  Liquidated
Damages arises from a single event.


     12.2.4     Operator (i) commences any insolvency proceedings
with respect to itself, or (ii) makes any general assignment  for
the  benefit  of  its creditors, or generally fails  to  pay,  or
admits in writing its inability to pay, its debts as



                                   43



<PAGE>



           they  become due or takes any action to effectuate  or
authorize any of the foregoing actions.


     12.2.5      Any   involuntary  insolvency  proceedings   are
commenced  or  filed  against Operator  or  any  writ,  judgment,
warrant, or attachment, execution or similar process is issued or
levied   against  all  or  a  substantial  part   of   Operator's
properties, and any such involuntary insolvency proceedings shall
not  be dismissed, or such writ, judgment, warrant of attachment,
execution  or  similar  process shall  not  have  been  released,
vacated   or   fully  bonded  within  sixty   (60)   days   after
commencement,  filing  or levy, or (i)  any  court  of  competent
jurisdiction  shall issue a decree for relief in any  such  case;
(ii)   Owner  admits  the material allegations  of  the  petition
against it in any insolvency proceeding or an order for relief is
ordered   in  such  insolvency  proceedings;  or  (iii)  Operator
acquiesces  to the appointment of a receiver, trustee, custodian,
conservator,  liquidator,  mortgagee  in  possession  (or   agent
thereof)  or  other similar person for itself  or  a  substantial
portion of its properties or business.


     12.2.6     The occurrence of an event of default  under  the
NRG Guaranty.


     12.2.7     The failure of Operator on two separate occasions
during the term hereof to deliver Steam to Millennium meeting the
requirements  of the ESA; provided, that no such event  shall  be
considered  as  such an occasion if (a) such  event  arises  from
defective  design or equipment, (b) the failure to discover  such
defect  was  not the result of Operator negligence, (c)  Operator
identifies and repairs such defect and (d) no subsequent  failure
to  deliver Steam to Millennium shall have arisen from  the  same
defect.



     12.2.8    Operator's performance shall cause Owner to  incur
operation  and  maintenance expenses in any Operating  Year  that
exceed the amounts provided therefor in the Annual Operating Plan
and  Budget,  as amended by any Change Order, by more  than  five
percent (5%).


     12.3 Remedies. In the case of a default by a Party, the non-
defaulting Party shall have the right to seek any and all
available remedies from the arbitration panel established
pursuant to Article XIII for any default hereunder.  All rights
and remedies of the Parties shall be cumulative, and may, to the
extent permitted by law, be exercised concurrently or separately,
and the exercise of one right or remedy shall not be deemed to be
an election of such right or remedy or to preclude or waive the
exercise of any other right or remedy.



     44

<PAGE>

     12.4 Certain Remedies of Owner and Millennium for Selected
Operator Defaults.  In addition to the remedies set out in
Section 12.3, Owner shall have the right to terminate this
Agreement, without resort to the arbitration procedures set out
in Article XIII, if (a) Operator is in default under
Section 12.2.3 or Section 12.2.7 hereof, (b) Operator is in
default a second time under Section 12.2.8 hereof, (c) the heat
rate of the Project for any Operating Year is greater than three
percent (3%) above the Guaranteed Heat Rate for such Operating
Year, or (d) the Owner is required to pay more than one million
five hundred thousand dollars ($1,500,000) in Operator Standby
Power Costs in any Operating Year; provided, that Operator may
cure a default under this Section 12.4(d) by paying to Owner an
amount equal to the entire amount of the excess of such Operator
Standby Power Costs over one million five hundred thousand
dollars ($1,500,000); provided further, that Operator may not
cure any such default if the amount of such Operator Standby
Power Costs exceeds one million nine hundred thousand dollars
($1,900,000). Upon such termination, Operator shall turn over to
Owner care, custody and control of the Project and the Leased
Equipment, and shall assign such subcontracts for services
provided hereunder as Owner may request.  Operator shall also
turn over all spare parts and other consumables in the inventory.
Operator shall cooperate with Owner and any replacement operator
in a transition of operation and maintenance responsibilities.
In addition, in the event that Operator fails to deliver Steam to
Millennium pursuant to the requirements of the ESA, Millennium
shall have the right to immediately re-assume operating control
of the Leased Equipment without affording Operator a cure period,
pending the outcome of any arbitration proceedings under
Article 27 of the ESA.  Operator will cooperate with Millennium
during any such period, and shall only be entitled to re-assume
operating control of the Leased Equipment once Owner and
Millennium are satisfied that Operator can meet its
responsibilities under this Agreement.  During any period in
which Millennium has assumed operating control of the Leased
Equipment, the Annual Fee to be paid to Operator shall be reduced
by twenty-five percent (25%) and Operator shall not be entitled
to any bonus under Section 8.4.

     12.5 Consequential Damages.  Except for any liquidated
damages payable by Operator under Sections 8.1 and 8.2 hereof,
neither Party shall be liable to the other for incidental,
indirect, punitive, exemplary, special or consequential losses or
damages, including, but not limited to, loss of profits or loss
of revenue by reason of, or arising out of, such Party's
performance or non-performance of its obligations hereunder.

     12.6 Operator's Right to Suspend and Terminate.



     45

<PAGE>

          12.6.1    Suspension Events.  Each of the following events shall
               constitute "Suspension Events":

               (a)  Any Emergency shall, in the reasonable judgement of
               Operator, pose a threat to the health or safety of Operator's
               employees or others, expose Operator or its officers, directors
               or employees to criminal liability or to civil liability for
               which Operator will not be compensated pursuant to this
               Agreement, or pose a threat to the safety and security of the
               Project, the Leased Equipment or the Morris Plant, and such
               Emergency cannot, in the reasonable judgement of Operator, be
               resolved without suspending operations.

               (b)  Thirty (30) days shall have elapsed without payment of
               undisputed portions of an Operator invoice, after Operator shall
               have given written notice to Owner that such invoice is thirty
               (30) days past due.

          12.6.2    Suspension of Operations.  Upon the occurrence and
               during the continuation of a Suspension Event, Operator shall
               have the right to suspend performance of services pursuant to
               this Agreement; provided, that if such Suspension Event shall
               have arisen under (a) Section 12.6.1(a), such suspension shall be
               of no greater scope nor of any longer duration than is necessary
               in order to mitigate or avoid the threat to health or safety or
               of civil or criminal liability, and (b) Section 12.6.1(b), such
               suspension shall terminate immediately upon payment of the
               undisputed portion of such invoice.

          12.6.3    Termination of Agreement.  In the event that
               (a) Operator shall have exercised its right to
               suspend operations pursuant to Section 12.6.2, and
               (b) sixty (60) or more days have elapsed since
               such suspension without the re-commencement of
               operations, Operator shall have the right to
               terminate this Agreement upon written notice to
               Owner.


     12.7 Owner's Right to Terminate for Convenience.  Owner
shall have the right to terminate at any time for its own
convenience upon (a) delivery of one hundred twenty (120) days
prior written notice to Operator, and (b) payment to Owner of a
demobilization fee in an amount equal to three (3) times the
Annual Operator's Fee as of



                                  46

<PAGE>

the date of such notice of termination.  Owner shall also pay all
demobilization expenses as contemplated in Section 7.4.

               ARTICLE XIII.  DISPUTE RESOLUTION

     13.1      Initial Dispute Resolution Procedure.  In the
event a dispute arises between the Operator and the Owner
regarding the application or interpretation of any provision of
this Agreement, the aggrieved Party shall promptly, and in any
event within ten (10) Business Days, after such dispute arises,
notify the other Party to this Agreement of the dispute in
writing.  If the Parties have failed to resolve the dispute
within ten (10) Business Days after delivery of such notice, each
Party shall, within five (5) Business Days thereafter, nominate a
senior officer of its management to meet at the Millennium
Project Site, or at any other mutually agreeable location, to
resolve the dispute.

     13.2      Binding Arbitration.  Should the Parties be unable
to resolve the dispute to their mutual satisfaction within thirty
(30) Business Days after such nomination of its senior officers,
either Party may refer the dispute to binding arbitration
pursuant to the arbitration rules of the American Arbitration
Association.  All arbitration proceedings shall be held in
Chicago, Illinois, unless the Parties agree otherwise.  The
expenses of the arbitration panel shall be borne equally by the
Parties.  The decision of the arbitration panel shall be in
writing, shall set forth the reasons for the decision, and shall
be binding on the Parties as to any matter or matters submitted
to arbitration, and, to the extent permitted by applicable law,
there shall be no appeal from any award made thereunder.  Each
Party shall continue to perform its respective obligations under
this Agreement pending the decision of the arbitration panel.

     13.3   Enforcement.  In the event either Party refuses or
otherwise fails to abide by the decision rendered by the
arbitration panel, judgment may be entered against such Party
pursuant to such decision in accordance with applicable law in
any court having jurisdiction thereof.

                  ARTICLE XIV.  FORCE MAJEURE

     14.1 Effect on Performance of Obligations.  Except for the
obligation of either Party to make any required payments
hereunder, the Parties shall be excused from performing their
respective obligations under this Agreement and shall not be
liable in damages or otherwise if and to the extent that they are
unable to so perform or are prevented from performing by a Force
Majeure, provided that:



                                  47

<PAGE>

     (a)  The non-performing Party, as promptly as practicable
          after the occurrence of the Force Majeure, but in no
          event later than fourteen (14) days thereafter, gives
          the other Party written notice describing the
          particulars of the occurrence;

     (b)  The suspension of performance is of no greater scope
          and of no longer duration than is reasonably required
          by the Force Majeure;

     (c)  The non-performing Party uses its best efforts to
          remedy the inability to perform; and

     (d)  As soon as the non-performing Party is able to resume
performance of its obligations excused as a result of the
occurrence, it shall give prompt written notification thereof to
the other Party.

    ARTICLE XV.  PROVISION OF GUARANTEE OF NRG ENERGY, INC.

     Concurrently with the execution of this Agreement, Operator
shall deliver to Owner the NRG Guaranty.


                     ARTICLE XVI.  NOTICES

     16.1 General Requirements. All notices and other
communications required or permitted by this Agreement shall
become effective when delivered (including by messenger or
courier) or when received by facsimile, telex, telegram or such
other method of telecommunication as is capable of creating a
writing.

     16.2 Addresses of the Parties.  All notices and other
communications shall be forwarded to the Parties at the following
addresses, or facsimile numbers, or at such substitute addresses
or substitute facsimile numbers as a Party may designate by
written notice to the other Party in the manner specified herein:

     If to Owner:        NRG (Morris) Cogen, LLC
                    1221 Nicollet Mall
                    Minneapolis, Minnesota
                    Facsimile:     612-373-5430
                    Attention:     President

                                   48



<PAGE>

                    With a copy to:

                    NRG Energy, Inc.
                    1221 Nicollet Mall
                    Minneapolis, Minnesota
                    Facsimile:     612-373-5392
                    Attention:     General Counsel

     If to Operator:NRG Morris Operations Inc.
                    1221 Nicollet Mall
                    Minneapolis, MN
                    Facsimile:     ______________________
                    Attention:     ______________________

                    With a copy to:

                    NRG Energy, Inc.
                    1221 Nicollet Mall
                    Minneapolis, Minnesota
                    Facsimile:     612-373-5392
                    Attention:     General Counsel


                ARTICLE XVII.  LENDER CURE RIGHTS

     Operator acknowledges that Owner intends to finance the
Project through non-recourse, project financing.  As a
consequence, Operator agrees that it will provide Agent with an
opportunity to cure any alleged default of Owner hereunder, prior
to exercising its remedies hereunder.  In such circumstances,
Agent shall be provided a minimum thirty (30) additional days in
which to cure any default of Owner. Operator will also agree to
such other reasonable provisions as Agent may request as part of
the consent to assignment of this Agreement to the Lenders.  In
addition, Operator acknowledges that any consent or approval by
Owner hereunder may require the consent or approval of
Millennium, the Agent or the Lenders.



     49

<PAGE>

                 ARTICLE XVIII.  APPLICABLE LAW

     This Agreement shall be governed by, and construed and
interpreted in accordance with the laws of Illinois, exclusive of
conflicts of laws provisions.

                   ARTICLE XIX.  SEVERABILITY

     In the event that any provision of this Agreement is held to
be unenforceable or invalid by any arbitrator appointed pursuant
to Article XIII, or by any court of competent jurisdiction,
Operator and the Owner shall negotiate an equitable adjustment in
the provisions of this Agreement with a view toward effecting the
purposes of this Agreement, and the validity and enforceability
of the remaining provisions shall not be affected thereby.

              ARTICLE XX.  AMENDMENTS AND WAIVERS

     This Agreement may not be amended or otherwise changed
orally, and any waiver, amendment, modification or supplement
hereof must be in writing and executed by both Parties.

                 ARTICLE XXI.  ENTIRE AGREEMENT

     This Agreement constitutes the entire Agreement between the
Parties with respect to the subject matter hereof, and supersedes
the terms and conditions of any previous agreements or
understandings.

                ARTICLE XXII.  EFFECTIVE WAIVERS

     Either Party's waiver of any breach or failure to enforce
any of the terms, covenants, conditions or other provisions of
this Agreement at any time shall not, in any way, affect, limit,
modify or waive that Party's right thereafter to enforce or
compel strict compliance with every term, covenant, condition or
other provisions, notwithstanding any course of dealing, course
of performance, or custom of trade.

  ARTICLE XXIII.  ASSIGNMENT; SUCCESSORS AND PERMITTED ASSIGNS

     23.1 This Agreement may not be assigned by Operator without
the written consent of Owner and written agreement of assignee
whereby it expressly assumes and agrees to perform each and every
obligation of the Operator hereunder.  Any assignment

                                   50



<PAGE>

by Operator in violation hereof shall be null and void. Owner
may, without the consent of Operator, assign this Agreement as
collateral to Agent.

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

    ARTICE XXIV.  EXECUTION IN COUNTERPARTS; ACCEPTABILITY
               OF COPIES TRANSMITTED BY FACSIMILE

     This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, and all of which, when
taken together, shall constitute one and the same Agreement.

                                   51



<PAGE>


     IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement effective as of the date and year first set forth
above.


NRG (MORRIS) COGEN, LLC                      NRG MORRIS
                                   OPERATIONS INC.


By:  /s/ Craig Mataczynski         By:  /s/ Ronald J. Will
Its: President                     Its: President

<PAGE>



EXHIBIT A-1

Initial Annual Operating Plan and Budget

<PAGE>





     EXHIBIT A-2



     Initial Major Maintenance Budget



<PAGE>



     EXHIBIT B



     Form of Limited Guaranty



<PAGE>

                                             EXHIBIT C



     Mobilization Schedule of Deliverables