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                                                    Exhibit 10.28

                 AMENDED AND RESTATED SITE LEASE

     This Amended and Restated Lease is dated September 17, 1993,
and made by and between PHILADELPHIA THERMAL ENERGY CORPORATION,
a Pennsylvania corporation (herein called "Lessor") and GRAYS
FERRY COGENERATION PARTNERSHIP, a Pennsylvania general
partnership (herein called "Lessee").

                    BACKGROUND TO RESTATEMENT

     Lessor, Philadelphia United Power Corporation, formerly
known as United Thermal Development Corporation ("PUPCO"), Adwin
Equipment Company ("Adwin"), O'Brien Environment Energy, Inc.
("O'Brien") and Leasee are parties to some or all of a series of
agreements, each dated November 11, 1991, as follows
(collectively, "Original Agreement"):

     (1)  Steam Venture Agreement by and among O'Brien, Adwin,
PUPCO and Lessor ("Original Venture Agreement");

     (2)  Site Lease by and between Lessor and Lessee ("Original
Lease");

     (3)  Steam Purchase Agreement by and among Lessor, Adwin,
O'Brien and Leasee ("Original Purchase Agreement");

     (4)  project Services and Development Agreement by and
between Lessee and PUPCO ("Original Development Agreement");

     (5)  Penn Selection Agreement by and among Lessor, PUPCO,
Adwin, O'Brien and Lessee ("Original Penn Agreement"); and

     (6)  Dock Facilities by and among Lessor, Lessee and
Philadelphia Thermal Development Corporation ("Original Dock
Agreement").

     The Original Agreements set forth the terms and condition
under which Adwin and O'Brien formed Lessee for the purposes of
constructing and owning a Cogeneration Facility (as defined
hereafter), which will be located on a portion of Lessor's
Schuylkill Station site.  The Cogeneration Facility will produce
steam and electrical power, and will be operated and maintained
by PUPCO.  Steam from the Cogeneration Facility will be purchased
by Lessor for use in Lessor's steam distribution system.  The
parties have subsequently agreed to terminate the Original Penn
Agreement.

     The Original Agreements contemplated that the Cogeneration
Facility would consist of a Frame 7 Gas Turbine, a Heat Recovery

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Steam Generator, a steam turbine and a high pressure auxiliary
boiler with a minimum 500,000 lbs/hour of capacity (No. 6 oil
natural gas.  The Original Agreements further contemplated that
the auxiliary boiler would, under certain circumstances, be
constructed on an accelerated basis prior to the remainder of the
equipment described above.

     Adwin and O'Brien have now requested, and Lessor and PUPCO
have agreed, that the installation of the Cogeneration Facility
("Project") be restructured in certain ways, including the
development of the Project in two discrete phases, consisting of
(i) installation in Phase I of a high pressure auxiliary boiler
with a 40 megawatt steam turbine ("Phase I Project"), and
(ii) installation in Phase II of the Frame 7 Gas Turbine and
related equipment ("Phase II Project").  The parties intend that
the Phase I Project be completed on an expedited basis.

     The parties have further agreed to amend certain of the
Original Agreements and to restate those Original Agreements, as
so amended, in their entity, to reflect the changes to the
Project described above.

     Now, Therefore, intending to be legally bound hereby, the
parties hereby amend the Original Lease and restate the Original
Lease in its entirety, as follows:

                           BACKGROUND
Lessor is the owner of a portion of a building erected on
land ("Land") owned by the Philadelphia Electric Company ("PECO")
located at 26th and Christian Streets, Philadelphia, Pennsylvania
and known as Schuylkill Station ("Building").  The Land is
described more particularly on the legal description attached
hereto as Exhibit A.  Lessor utilizes the Building to operate a
steam generation and distribution system ("Steam Loop").  Lessee
is an entity formed by O'Brien and Adwin to design, construct,
start-up, test and own a cogeneration facility to produce steam
and electricity, as described in more detail in Section 5.1
hereof ("Cogeneration Facility").  The steam will be sold to
Lessor pursuant to an Amended and Restated Steam Purchase
Agreement of even date herewith between Lessor and lessee
("Amended Steam Purchase Agreement"), and the electricity will be
sold to PECO or another utility.  The cogeneration facility will
be owned by Lessee and operated by PUPCO, an affiliate of Lessor,
pursuant to an Amended and Restated Project Services and
Development Agreement of even date herewith ("Amended Project
Services Agreement").  The agreements among Lessor, Adwin,

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O'Brien and PUPCO are further set forth in an Amended and
Restated Steam Venture Agreement of even date herewith ("Amended
Steam Venture Agreement").  Lessor and Lessee have now agreed
that Lessor will lease a portion of the Building to Lessee for
the construction and operation of the cogeneration facility
pursuant to the terms and conditions set forth below.

     NOW, THEREFORE, intending to be legally bound hereby, the
parties agree as follows:

     1.   Premises.

          1.1  Premises.

               (a)  Lessor hereby leases to Lessee and Lessee
leases from Lessor for the term, at the rental, and upon all of
the conditions set forth herein, (i) that certain portion of the
Land as designated on the plan attached hereto as Exhibit B
("Phase I Premises") and (ii) that certain portion of the
Building as designated on the plan attached hereto as Exhibit B
extending from the base of the foundation of the Building (and
including any underground utilities) to the exterior surface of
the roof of the Building and inward from the exterior surface of
each outside well of the Building ("Phase II Premises").  For
purposes of this Lease, the term "Premises" shall refer only to
the Phase I Premises effective as of the Commencement Date, and,
effective as of the Phase II Commencement Date (as defined
below), to the Phase I Premises and the Phase II Premises
collectively, and the term "Cogeneration Facility" shall refer
only to Phase I of the Project effective as of the Commencement
Date and, effective as of the Phase II Commencement Date, to the
Phase I Project and the Phase II Project collectively.

               (b)  Lessee acknowledges that, subject to the
provisions of Section 14.1, Lessee has inspected the Premises and
determined that the premises is suitable for installation and
operation of the cogeneration 7acility with respect to its
dimensions, weight-carrying capacity. construction access and
environmental condition. and Lessee is not relying on any
representation by Lessor except as expressly set forth herein.
Lessee further acknowledges that the Premises currently contains
several inoperative boilers and associated Systems and equipment,
some of which may be inoperative, which were neither installed
nor operated by Lessor, which has no specific knowledge of the
condition of the premises or such equipment except for
information received by Lessor from PECO.

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          1.2  Parking.  The use end occupation by Lessee of the
premises shall include the use in common with others entitled
thereto of the common areas, service areas, sidewalks and other
facilities on or appurtenant to the Lend or the Building. subject
to the terms of this Lease and to reasonable rules and
regulations established by Lessor from time to time. Notice of
changes shall be provided by Lessor to Lessee in writing. Lessee
shall have the right to utilize up to eight (8) parking spaces in
the parking areas designated by Lessor from time to time, of
which six (6) shall be used by the operator of the Cogeneration
Facility. Lessee shall be responsible for limiting parking on the
Lend by Lessee's employees, invitees, licensees, agents and
visitors to those parking spaces specifically designated by
Lessor from time to time. Lessee acknowledges that the Lend is
owned by PECO and the availability of parking is subject to the
terms of the lease between PECO and Lessor, as such lease may be
modified from time to time, and any rules or regulations issued
by PECO from time to time.

          1.3  Shared Facilities.  Lessee shall have the right to
utilize existing stacks. doorways. rail facilities, engines.
cranes and similar facilities owned by Lessor and described in
Exhibit C (collectively. "Lessor's Facilities") as necessary or
appropriate for the construction. operation and maintenance of
the Cogeneration Facility, provided that (i) such use does not
unreasonably interfere with Lessor' a ongoing operation of the
Steam Loop, and (ii) Lessee's use of Lessor's Facilities shall
comply with reasonable rules and regulations promulgated by
Lessor in writing. Lessee acknowledges that many of Lessor's
Facilities are old and may not be suitable for use in their
present condition for construction or operation of the Cogenera
tion Facility. Any of Lessor's Facilities that require
replacement or substantial repair as a result of Lessee's use
shall be replaced or repaired by Lessee and the cost thereof
(except as otherwise set forth in Exhibit C) shall be divided as
follows: if the equipment in question has not previously been in
regular use by Lessor, Lessee shall bear the full cost of such
repair or replacement; if the equipment in question is in regular
use by Lessor at the time the repair or replacement becomes
necessary, the cost thereof shall be shared by Lessor and Lessee
based on projected relative use of the equipment during the
expected lifetime of the equipment. The operating cost of using
Lessor's Facilities by Lessee shall be determined by Lessor on
the basis of (i) the actual incremental cost of such use, if such
can be readily determined, or (ii) Lessor's reasonable estimate
of the relative use made by Lessee of various Lessor's Facilities
in proportion to Lessor's use thereof, based on market rental
value of the equipment where possible. utility charges and
maintenance, repair and replacement costs shall be included in
calculating the cost of Lessee's use of Lessor's Facilities.

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          1.4  Permits.

               (a)  To the extent available to Lessor from
existing facilities owned by Lessor. or from the operation of the
cogeneration Facility (through the displacement of steam
production from other boilers), Lessor shall assign emission
offsets and allowances available at Schuylkill Station to Lessee
without charge1 to the extent reasonably required by Lessee to
permit the construction and operation of the Cogeneration
Facility. without interfering with Lessor's ability to meet the
steam requirements of its customers. Lessee shall request such
offsets and allowances in writing9 accompanied by appropriate
engineering reports supporting Lessee's requirements.  Lessee
shall be solely responsible for acquiring any additional offsets
or allowances required by Lessee for the Cogeneration Facility
beyond those available from Lessor under this Section 1.4.

               (b)  Lessee shall not violate and this Lease shall
be subject to any applicable zoning ordinances and any municipal.
county and state constitution1 laws and regulations governing and
regulating the use of the Premises and the Building.  The Land is
currently zoned G-2.  Lessor expressly makes no representation or
warranty that. the use of the Premises contemplated by Lessee
does not conflict with or violate any applicable zoning
ordinances or municipal, county or state laws and regulations
regarding the use of the Premises.  Lessor represents to Lessee
that Lessor's present use of the Building for operation of the
Steam Loop is not in violation of any applicable zoning or other
use-related ordinance, law or regulation.

          1.5  Ground Lease.  Lessee acknowledges that the
Building is located on land which Lessor leases from PECO
pursuant to a Schuylkill Station Lease Agreement dated
January 30, 1987 ("Ground Lease"), a copy of which is attached
hereto as Exhibit D.  Any conflict between the terms of this
Lease and the terms of the Ground Lease shall be controlled by
the terms of the Ground Lease.

     2.   Term.

          2.1  This Lease shall be for an initial term ("Initial
Term") consisting of (a) the period commencing on the
Commencement Date (as defined hereinafter) and ending on the date
("Full Operation Date") which will be the Phase II Project
Acceptance Date (as defined in the Amended Project Services
Agreement) unless construction of the Phase II Project has not
been initiated (as described in Section 9 of the Amended Steam
Venture Agreement) within one (1) year after the Phase I
Acceptance Date, in which event the Full Operation Date will be

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the Phase I Project Acceptance Date. plus (b) twenty-five (25)
years. commencing on the Full Operation Date and ending on the
date which is twenty-five (25) years thereafter. or. if the Full
Operation Date is not the first day of a month, twenty-five (25)
years after the last day of the month in. which the Full
Operation Date occurs, unless sooner terminated pursuant to any
provision hereof (the "Expiration Date").  Any Philadelphia or
Pennsylvania transfer tax due and payable as a result of this
Lease shall be paid by Lessee.

          2.2  Commencement Date.  The term of this Lease shall
commence on the date construction of Phase I of the Cogeneration
Facility begins, but in no event later than the date set forth in
the Amended Steam Venture Agreement (herein called the
"Commencement Date").  The Premises leased hereunder shall be
extended to include the Phase II Premises on the date
construction of Phase II of the Cogeneration Facility begins
("Phase II Commencement Date"). but not later than the date set
forth in the Steam Venture Agreement.  The Commencement Date and
the Phase II Commencement Date shall each be recorded in an
addendum tc this Lease to be prepared by Lessor and executed by
both parties.

          2.3  Options to Extend.  Lessee shall have the option
to renew this Lease under the terms and conditions set forth in
Section 5 of the Steam Venture Agreement.

     3.   Rent; Additional Rent

          3.1  Minimum Annua1 Rent.  Lessee shall pay a minimum
annual rent of One Dollar ($l.00) in advance, on each anniversary
of the Commencement Date.  In addition, Lessee shall pay Lessor
without set-off the Additional Rent as hereinafter set forth.
Unless otherwise specifically provided, all sums shall be paid to
Lessor at the address set forth on the signature page.

          3.3  Additional Rent.

               (a)  As used herein, the term "Additional Rent
shall refer to any and all sums payable by Lessee to Lessor
hereunder, including, without limitation, those sums specifically
described as Additional Rent in this Lease. All Additional Rent
shall be payable within thirty (30) days following written demand
from Lessor, unless a different period is specified elsewhere in
this Lease.

               (b)  Lessee shall be solely responsible for, and
shall pay Lessor as Additional Rent, all increases in real estate
taxes, use and occupancy taxes or other taxes1 impositions,
levies, fees or governmental impositions and charges of any kind

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incurred by Lessor or imposed against the Lend9 the Building Or
the premises as a direct result of the installation and operation
Cf the cogeneration Facility (including. without limitation. real
estate taxes resulting from any increase in the assessment of the
Building due to the installation of the Cogeneration Facility)
Lessor shall give Lessee notice of any such increase in taxes,
and Lessee shall pay all amounts due hereunder to Lessor within
thirty (30) days following receipt of such notice by Lessor;
provided, however, that Lessee may contest any such tax increase
with the taxing authority in good faith so long as such contest
prevents any lien for unpaid taxes from being levied against
Lessor or the Premises. To the extent feasible. all sums due from
Lessee under this Section 3.2(b) shall be paid directly to the
taxing entity.

               (c)  Lessee shall be solely responsible for all
incremental site costs incurred because of the restructuring of
the project into two distinct phases.

     4.   Construction of Cogeneration Facility.

          4.1  Construction by Lessee.  The Cogeneration Facility
shall be constructed in accordance with the terms of the Amended
Project Services Agreement.  Lessee shall be solely responsible
to repair any underground or other utilities or systems damaged
by Lessee or Lessee's contractors, employees or agents.

          4.2       Access During Construction Period.  During
Lessee's construction of the Cogeneration Facility, Lessor shall
provide reasonable access to the Premises for Lessee's workers
and equipment and make available (or request PECO to make
available) additional space on the Lend for staging. laydown and
storage to facilitate the construction process, in the area
outlined and identified as. "laydown area" on Exhibit B, or such
additional area as may be reasonably required by Lessee's
contractors without materially interfering with Lessor's
operations. Lessee's workers shall not park in the parking lot
unless authorized in writing by Lessor, which shall have no
obligation to provide such parking.


     5.   Use; Compliance with Law.

          5.1  Use.  Except as set forth in Section 5.1(b), the
Premises shall be used and occupied only for (i) the
construction, hookup, testing, operation, maintenance and repair
of the Cogeneration Facility, as described in plans and
specifications prepared by Lessee pursuant to the Amended Project
Services Agreement, and (ii) office and control room space for

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operation of the Cogeneration Facility end other uses associated
with operating the Cogeneration Facility (including, without
limitation, the construction,  hookup,  testing, operation
maintenance and repair of a water demineralization plant which
Lessee may deem necessary in lieu of the existing Water Plant
(hereinafter defined)) that do not interfere with Lessor's use of
the Building.  Except as set forth in Section 5.1(b), the
Premises shall be used for no other purpose.

          5.2  Compliance with Law.

          With regard to all or. any part of the Premises or to
the use or manner of use of the Premises. or to the fixtures and
equipment in the Premises, throughout the term of this Lease, and
at its sole cost and expense, Lessee shall: (i) comply promptly
with all laws, ordinances, notices. orders; rules, regulations
and requirements of all federal, state and municipal governments
and all departments. commissions, boards and officers thereof,
and of the ?1ational Board of Fire Underwriters or any other body
now or hereafter constituted exercising similar functions; and
(ii) keep in force at all times all licenses, consents and
permits necessary for the lawful use of the Premises for the
purposes herein provided. Lessee shall have the right to contest
the validity of any purported violation, provided that such
contest operates to prevent enforcement of any remedy by any
party for such purported violation. Lessee shall not use nor
permit the use of the Premises in any manner that will tend to
create waste or a nuisance, or shall tend to unreasonably disturb
Lessor or PECO in their respective operations. Lessee shall
comply with all reasonable rules and regulations established by
Lessor from time to time.

     6.   Maintenance, Repairs and Alterations.

          6.1  Maintenance, Repairs and Alterations.

               (a)  Except as specifically otherwise provided in
Paragraph 6.1(c) hereof, Lessee, at its sole cost and expense,
shall maintain, repair and replace, and keep in good order,
condition and repair the Premises, including, without limitation,
(i) all heating, air conditioning, ventilating, plumbing and
electrical systems servicing the Premises (as described in
subsection (b) below) and (ii) the portion of the Building roof,
walls (external and internal) and foundation located within the
Premises.  Lessee shall also be responsible for any repairs,
replacements or maintenance necessary or appropriate to render
existing systems and utilities located in the Premises available
and operative for use by Lessee.

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               (b)  Exhibit C attached hereto lists certain
systems, equipment and services (collectively. "Services") which
will be required by the cogeneration Facility, and describes the
scope of Lessee's maintenance. repair and replacement
responsibilities for each of the Services.

               (c)  Lessor, throughout the term of this lease and
at Lessor's sole cost and expense. shall make all necessary
repairs to the footings and foundations and the structural steel
columns and girders forming a part of the Building outside the
Premises. and to exterior walls outside the Premises; provided.
however, that Lessor shall have no responsibility to make any
repair unless and until Lessor receives written notice of the
need for such repair. and provided further that Lessor shall have
no responsibility to repair any damage (other than ordinary wear
and tear) which arises out of or is caused by Lessee's use,
manner of use or occupancy of the Premises, or by Lessee's
installations in or upon the Premises, or by any act or omission
of Lessee or any employee, agent, contractor or invitee of
Lessee.  Lessor shall initiate repair of any problems described
in this section that materially affect the operation of the
Cogeneration Facility within seven (7) business days following
receipt of notice, and shall diligently pursue such repairs
thereafter to completion, subject to delays for circumstances
beyond Lessor's reasonable control.

          6.2  Surrender.  On the last day of the term hereof, or
on any sooner termination, Lessee shall surrender the Premises to
Lessor in the condition required by the Amended Project Services
Agreement.  Lessee shall repair any structural damage to the
Premises occasioned by the removal of Lessee's equipment.

          6.3  Lessor's Rights.  If Lessee fails to perform any
of Lessee's obligations under this Section 6. Lessor may at its
option (but shall not be required to) enter upon the Premises,
after five (5) days prior written notice to Lessee, and put the
same in good order, condition and repair consistent with its
condition on the date that the Cogeneration Facility begins
operation, and the cost thereof together with interest thereon
shall become due and payable as Additional Rent to Lessor
immediately upon demand.

          6.4  Lessee's Remedies.  If Lessor shall fail to
perform any of the terms, provisions, covenants or conditions to
be performed or complied with by Lessor pursuant to this Lease,
and any such failure shall remain uncured for a period of thirty
(30) days after Lessee shall have served upon Lessor notice of
such failure, then Lessee may at Lessee's option perform any such
term, provision, covenant or condition, and the cost entailed
shall immediately be owing by Lessor to Lessee; provided,

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however, that Lessee proceeds to perform any such term,
provision, covenant or condition in strict accordance with the
following procedure:

               (a)  Lessee shall serve notice upon Lessor of
Lessor's failure to perform any of the terms, provisions,
covenants or conditions to be performed or complied with by
Lessor pursuant to this Lease and Lessor shall have thirty (30)
days after service of such notice to cure;

               (b)  If Lessor has not cured such failure or has
not commenced to cure such failure within said 30-day period,
Lessee shall notify Lessor that Lessee intends to engage in
independent consulting engineer, or other appropriate consulting
personnel, to advise Lessee of the nature of work which should be
undertaken to effect a long-term care;

               (c)  If at the time Lessee receives a report from
the consulting engineer, or other appropriate consulting
personnel, Lessor has not cured such failure or has not commenced
to cure such failure, Lessee shall notify Lessor of the nature of
work which was recommended to be performed to effect a long-term
cure and that Lessee intends to seek competitive bids for the
performance of the work;

               (d)  Upon receiving such bids, Lessee shall send
Lessor a copy of the bids received and if Lessor has not cured or
commenced to cure such failure within ten (10) days of Lessor's
receipt of the copy of bids, Lessee my proceed to cure Lessor's
failure and recover the cost thereof from Lessor with interest of
two percent (2%) over the Prime Rate (as defined in the Project
Services Agreement).  In the event a dispute arises between
Lessor and Lessee regarding either party's performance under any
provision of this Section 6,4, the aggrieved party shall promptly
notify the other party to this Lease of the dispute within ten
(10) business days after such dispute arises.  If the parties
shall 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 Premises, or at any other mutually
agreed location, to resolve the dispute.  Should the parties be
unable to resolve the dispute to their mutual satisfaction within
ten (10) business days after such nomination, each party shall
have the right to pursue any and all remedies available at law or
in equity.  Without limiting the validity of the foregoing
covenants, the failure or inability of either party to give the
required notice or make the required nomination shall never be
construed to stop or deny such party's right to pursue any and
all remedies otherwise available to such party at law or in
equity.

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               (e)  Notwithstanding the foregoing Lessee may take
reasonable immediate action, with telephone notice to Lessor, to
cure any default by Lessor if necessary to prevent imminent
danger to persons or imminent material damage to property.

          6.5  Alteration and Additions.

               (a)  Following installation of the cogeneration
Facility pursuant to Section 4, Lessee shall not, without
Lessor's prior written consent (not to be unreasonably withheld),
make any alterations. improvements, or additions on or about the
premises. except for minor nonstructural alterations.

               (b)  Any alterations9 improvements or additions in
or about the Premises that Lessee shall desire to make and which
require the consent of the Lessor shall be presented to Lessor in
written form with proposed plans. If Lessor shall give its
consent. the consent shall be deemed conditioned upon Lessee
acquiring all permits required to do so from appropriate
governmental agencies, the furnishing of a copy thereof to Lessor
prior to the commencement of the work and the compliance by
Lessee with all conditions of the permits in a prompt and expedi
tious manner.

               (c)  Lessee shall pay, when due, all claims for
labor or materials furnished or alleged to have been furnished to
or for Lessee at or for use in the Premises which claims are or
may be secured by any mechanics' or materialmen's lien against
the Premises or any interest therein.  If Lessee shall, in good
faith, contest the validity of any such lien, claim or demand,
then Lessee shall, at its sole expense, defend itself and Lessor
against the same and shall pay and satisfy any such adverse
judgment that may be rendered thereon before the enforcement
thereof against the Lessor or the Premises, upon the condition
that if Lessor or its mortgagee shall require, Lessee shall
furnish to Lessor a surety bond satisfactory to Lessor in an
amount equal to such contested lien, claim or demand indemnifying
Lessor; against liability for the same and holding the Premises
free from the effect of such lien or claim.  In addition, Lessor
may require Lessee to pay Lessor's reasonable attorneys' fees and
costs if Lessor is named as a party in such action.

               (d)  All alterations, improvements, and additions
which may be made on the Premises shall become the property of
Lessor and remain upon and be surrendered with the Premises at
the expiration of the term, as the term may be extended under
Section 2.3.  Notwithstanding the provisions of this Section
6.5(d), the Cogeneration Facility, other than that portion which

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is affixed to the Premises so that it cannot be removed without
material damage to the Premises, shall remain the property of
Lessee and may be removed by Lessee, unless Lessee's interest or
a portion thereof in the Cogeneration Facility has previously
been acquired by PUPCO pursuant to the Amended Project Services
Agreement.

     7.   Insurance; Indemnity.

          7.1  Casualty Insurance.  Lessee, at Lessee's sole cost
and expense, shall maintain and keep in effect throughout the
term of this Lease insurance against loss or damage to the
premises by fire and such other casualties as may be included
within all-risk insurance and other insurance as may be reason
ably needed, for not less than the cost of replacing the Premises
with a utility grade permanent structure ("Replacement
Structure") which is (a) in compliance with all applicable
governmental and quasi-governmental laws, rules and regulations
(including, without limitation, all applicable building codes),
and (b) otherwise sufficient so that the Replacement Structure
contains the same number of square feet as the Premises and it
can be used for all of the purposes set forth in Section 5.
Lessor and Lessee acknowledge that the Replacement Structure need
not be constructed using the same materials which are currently a
part of the Premises, provided. the Replacement Structure is
otherwise in compliance with the requirements set forth in this
Section 7.1.  Such insurance shall include rental coverage in an
amount equal to one year's Additional Rent hereunder (as
reasonably estimated by Lessor from time to time, based on actual
results once available).  Lessor and Lessee shall both be named
as insured and as loss payee AS their interests may appear.  The
aforesaid insurance shall be in companies and in form, substance
and amount (where not stated above) reasonably satisfactory to
Lessor and any mortgagee of Lessor. and shall contain standard
mortgage clauses satisfactory to Lessor's mortgagee.  The
aforesaid insurance shall not be subject to cancellation except
after at least thirty (30) days prior written notice to Lessor
and any mortgagee of Lessor.  At least thirty (30) days prior to
the Commencement Date, and thirty (30) days prior to any
subsequent date on which the insurance would expire by its term,
a certificate evidencing the required coverage shall be provided
to Lessor, and original insurance policies shall be delivered
Lessor within sixty (60) days following the date on which
certificates are due hereunder.  Lessor shall also maintain
similar all-risk insurance for the Building, and shall name
Lessor and Lessee as insured as their interests may appear.

          7.2  Liability Insurance.  Lessee, at Lessee's sole
cost and expense, shall maintain and keep in effect throughout
the term of this Lease insurance against liability for bodily

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injury (including death) or property damage in or about the
Premises, under a policy of comprehensive general public
liability insurance, naming Lessor and Lessee as insured parties,
with such limits as to each as may reasonably be required by
Lessor from time to time but not less than $25,000,000 for each
person and $25,000,000 for each occurrence of bodily injury
(including death) and for property damage.  Lessee shall also
maintain Workers' Compensation in statutory amounts, and
employer's liability and automobile liability coverage in the
amount of $10,000,000 each.  Each such policy of insurance shall
provide that it shall not be canceled without at least thirty
(30) days prior written notice to Lessor.  At least thirty (30)
days prior to the Commencement Date, and thirty (30) days prior
to any subsequent date on which the insurance would expire by its
terms, a certificate evidencing the required coverage shall be
delivered to Lessor by Lessee.  If Lessee shall fail, refuse or
neglect to obtain or to maintain any insurance that it is
required to provide, or to furnish Lessor with satisfactory
evidence of coverage within the time required, Lessor shall have
the right to purchase such insurance.  All payments for such
insurance made by Lessor shall be recoverable by Lessor from
Lessee, together with interest thereon, as Additional Rent
promptly upon being billed therefor.

          7.3  Waiver of Subrogation.  Each of the parties hereto
releases the other. to the extent of the releasing party's
insurance coverage. from all liability for any loss or damage
covered by such insurance which may be inflicted upon the
property of such party even if such loss or damage shall be
brought about by the fault or negligence of the other party. its
agents or employees; provided. however, that this release shall
be. effective only with respect to loss or damage occurring
during such time as the appropriate policy of insurance shall
contain a clause to the effect that this release shall not affect
said policy or the right of the insured to recover thereunder.
If any policy does not permit such a waiver, and if the party to
benefit therefrom requests that such a waiver be obtained, the
other party agrees to obtain an endorsement to its insurance
policies permitting such waiver of subrogation if it is
available.  If an additional premium is charged for such waiver,
the party benefiting therefrom agrees to pay the amount of such
additional premium  promptly upon being billed therefor.

          7.4  Equipment, Etc.  Lessee shall, at its expense,
insure its fixtures, equipment and improvements.

                                13

<PAGE>

          7.5  Indemnity.

               (a)  Lessee shall indemnify and hold harmless
Lessor from and against any and all claims arising from Lessee' a
use of the Premises or from the conduct of Lessee's business or
from any activity. work, or things done1 permitted, or suffered
by Lessee in or about the Premises or elsewhere and shall further
indemnify and hold harmless Lessor from and against any and all
claims arising from any breach or default in the performance of
any obligation on Lessee's part to be performed under the terms
of this lease, or arising from any negligence of the Lessee or
any of Lessee's agents. contractors or employees, and from and
against all costs, attorney's fees, expenses and liability
incurred in the defense of any such claim or any action or
proceeding brought thereon; and in case any action or proceeding
be brought against Lessor by reason of any such claim, Lessee
upon notice from Lessor shall defend the same at Lessee's expense
by counsel satisfactory to Lessor.

               (b)  Lessor shall indemnify and hold harmless
Lessee from and against any and all claims arising from. Lessor's
use of the Building or from the conduct of Lessor's business or
from any activity. work, or things done. permitted. or suffered
by Lessor in or about the Building or elsewhere and shall further
indemnify and hold harmless Lessee from and against any and all
claims arising from any breach or default in the performance of
any obligation on Lessor's part to be performed under the terms
of this lease, or arising from any negligence of Lessor or any of
Lessor's agents, contractors or employees. and from and against
all costs, attorney's fees. expenses and liability incurred in
the defense of any such claim or any action or proceeding brought
thereon; and in case any action or proceeding be brought against
Lessee by reason of any such claim. Lessor upon notice from
Lessee shall defend the same at Lessor's expense by counsel
satisfactory to Lessee.

          7.6  Exemption.  Neither Lessor nor its agents shall be
liable for injury to Lessee's business, for loss of income
therefrom or for injury or damage which may be sustained by the
person or property of Lessee, its employees. invitees, customers,
agents or contractors, or any other person in or about the
Premises caused by or resulting from fire, explosion, falling
wall and/or ceiling materials, steam, electricity, gas, dampness,
water or rain which may leak or flow from or into any part of the
Premises from the roof, street or subsurface condition or from
any other place, or from the breakage, leakage, obstruction or
other defects of the pipes, sprinklers, wires, appliances,
plumbing, air conditioning or lighting fixtures, or by any other
cause of any nature, whether such damage or injury results from
conditions arising upon the Premises or from other sources or

                                14

<PAGE>

places, and regardless of whether the cause of such damage or
injury or the means of repairing same is inaccessible to Lessee,
except for claims for which Lessor is liable to indemnify Lessee
under Section 7.5(b). Neither Lessor nor its agents shall be
liable for any damage caused by other tenants or persons in the
Premises, occupants of adjacent property of the Building. or the
public. or caused by operations in construction of any private,
public or quasi-public work.  Lessor shall not be liable for any
latent defect in the Premises.

     8.   Damage by Fire or Other Casualty.

          8.1  Restoration.  If the Premises shall be damaged or
destroyed by fire or other casualty, Lessee shall promptly notify
Lessor, and Lessor shall elect. by notice to Lessee within ten
(10) business days following receipt of Lessee's notice. to (i)
terminate this Lease. (ii) subject to any mortgagee's consent and
to the conditions set forth in this Section 8, to repair.
rebuild, replace such damage and restore the Premises to
substantially the same condition in which they were immediately
prior to such damage or destruction. or (iii) subject to any
mortgagee's consent and to the conditions set forth in this
Section 8, to construct a Replacement Structure. In the event
Lessor elects not to make such restoration or construct a
Replacement Structure, as applicable. Lessee shall have the
right, but not the obligation, to (i) reject the termination of
this Lease, whereupon the Lease shall remain in effect but the
parties' maintenance obligations shall be suspended during
reconstruction, and (ii) repair. rebuild or replace such damage
or construct a Replacement Structure. and Lessor shall in either
such event release to Lessee any portion of any insurance
proceeds received by Lessor for the portion of the Premises
damaged or destroyed.

          8.2  Time for Repair.  If Lessor or Lessee elects to
rebuild and restore the Premises. the work shall be commenced
promptly with due diligence. taking into account the time
required by Lessor or Lessee to effect a settlement with, and
procure insurance proceeds from, the insurer, and for delays
beyond Lessor's or Lessee's reasonable control.

          8.3  Lessee's Property.  Lessor's election to restore
the Premises under this Section shall not include the repair.
restoration or replacement of the cogeneration Facility.
fixtures, alterations, furniture or any other property owned,
installed, made by. or in the possession of Lessee.

                                15

<PAGE>

     9.   Utilities.

          9.1  Oil.

               (a)  Lessee shall have the right to receive No. 2
and No. 6 oil throughput required for operation of the
Cogeneration Facility on the terms and conditions set forth in
the agreement attached hereto as Exhibit E.

               (b)  All costs and expenses associated with making
No.2 oil available to the Cogeneration Facility shall be the sole
responsibility of Lessee. provided that Lessor shall cooperate in
providing at no charge easements and/or licenses for the
installation of pipes, storage tanks, pumps and related
facilities so long as such installation does not interfere with
Lessor's operations. Any easement or licenses required from PECO
as owner of the Land or from any other party except Lessor shall
be obtained by Lessee at Lessee's expense. and Lessor shall have
no liability of any kind for PECO's or such other party's failure
or refusal to grant any easement. Oil shall only be delivered to
Lessee by truck during emergencies. such as adverse weather
preventing barge delivery.

          9.2  Natural Gas.  All costs and expenses associated
with making natural gas available to the Cogeneration Facility
shall be the sole responsibility of Lessee provided that Lessor
shall provide at no charge easements and/or licenses for the
installation of pipes and related facilities so long as such
installation does not interfere with Lessor's operations.  Any
easement or licenses required from PECO as owner of the Land, or
from any party other than Lessor shall be obtained by Lessee at
Lessee's expense. and Lessor shall have no liability of any kind
for PECO's or such other party's failure or refusal to grant any
easement.  If Lessee elects to make natural gas available to the
Cogeneration Facility. Lessor shall have the right to purchase
natural gas from Lessee, or to utilize gas piping installed by or
at the request of Lessee to obtain natural gas from any supplier
provided (i) that such gas is available above and beyond Lessees
reasonable requirements, and (ii) Lessor shall pay for such
natural gas at the same rate paid by Lessee plus any additional
cost incurred by Lessee for such additional use including a pro
rata portion of any local distribution pipeline transportation
costs, including losses if applicable.  If Lessor's existing
Boiler 26 is converted to burn natural gas and oil (or Lessee is
advised in writing by Lessor o( Lessor's intention to so convert
Boiler 26), Lessee shall ensure that the natural gas distribution
pipeline installed to supply the Project, from the
interconnection with an interstate pipeline to the burner tip,
will be of sufficient size so that both the Project (Phase I and
Phase II) and Boiler 26 can utilize natural gas alone when

                                16

<PAGE>

operating simultaneously at their respective maximum output
levels. Unless otherwise agreed by the parties in writing, Lessor
shall not be obligated to purchase natural gas from Lessee and
Lessee shall not be obligated to contract for or supply natural
gas to Lessor. Lessee shall utilize high pressure gas pipelines
to the extent required by Phase II of the Project and
economically practical. Lessee shall use its best .efforts to
obtain fuel for the Project at the lowest price consistent with
system reliability, long term availability, and the needs of the
Project (as defined in the Amended Project Services Agreement) to
maintain reasonably predictable fuel prices and shall not enter
into any agreements with suppliers that will contain terms 3ore
onerous to Lessee (with consideration for price, contract terms,
duration, reliability and delivery), than are available in the
marketplace at the time any such agreement for fuel is executed
on behalf of the Project. Lessee shall make available to Lessor
all information and documentation with respect to gas purchases
as Lessor may be required to provide to the Pennsylvania Public
utility Commission. In addition, Lessee shall give to Lessor
reasonable prior notice of any meetings, discussions, or
negotiations that Lessee may have with the Philadelphia Gas Works
("PGW") which relate to the Project and Lessor shall be permitted
to attend and participate in any such meetings, discussions, or
negotiations. Lessee shall provide to Lessor copies of all
correspondence and documents related to such meetings,
discussions, or negotiations.  Lessee represents. warrants and
covenants that neither Lessee, O'Brien, Adwin nor any affiliate
of any of them (collectively, "Lessee's Group") has executed or
will execute any contract or arrangement in connection with
supplying natural gas to the Project under which any other
property or project owned, operated or controlled by any of
Lessee's Group would receive beneficial terms (including, without
limitation, a more favorable price) gained solely by the Lessee's
Group's acceptance of less beneficial terms for the Project.

          9.3  Demineralized Water.

               (a)  Lessee shall have the right to purchase water
treated at Lessor's existing demineralization plant ("Water
Plant") in accordance with the terms of this Section 9.3.  All
modifications, additions or expansions to the Water Plant
required to produce demineralized water for Lessee's use shall be
performed by Lessor at Lessee's sole expense pursuant to plans,
specifications and construction contracts obtained by Lessor at
Lessee's expense and approved in advance by Lessee in Lessee's
reasonable judgment.  Lessor shall use its best efforts to secure
regulatory approval to increase the price of steam to recover the
cost of modifying or expanding the Water Plant over the shortest
possible cost recovery period.  All significant contracts in

                                17

<PAGE>

connection with such construction shall be chosen from at least
three bids and Lessor shall select the lowest qualified bid.

               (b)  Lessee shall initially pay the amounts for
demineralized water for Phase I and for Phase II of. the Project
as set forth in Exhibit F attached hereto, such price to increase
proportionately from time to time as Lessor's cost of production
increases ("water Price").  Lessor shall bill Lessee for all
demineralized water used by Lessee on a monthly basis. and the
water Price shall constitute Additional Rent. To the extent
reasonably feasible. electricity from the Cogeneration Facility
shall be used to operate the Water Plant and the cost of the
electricity shall be offset against the Water Price. Any
electrical interconnection cost required to enable the
Cogeneration Facility to provide power for the Water Plant or any
other use by Lessor shall be prorated between Lessee and Lessor
based on relative cost savings.  Back-up electricity for the
water Plant will be obtained by Lessor, and the expense thereof
prorated between Lessor and Lessee.  If Lessor obtains such back-
up electricity from the Cogeneration Facility, Lessor's prorated
portion of the expense therefor shall be offset against the Water
Price.

          9.4  Other Utilities.  Potable water and sanitary sewer
for Lessee's use shall be supplied by Lessor to the extent
currently available at the Building, provided that Lessor shall
not be liable for any failure to provide such utilities not
within Lessor's reasonable control.  All usage charges and all
connection fees for all utilities shall be paid for by Lessee.

          9.5  Electricity.

               (a)  Lessee shall bear the cost of all electricity
used by Lessee or by the Cogeneration Facility based on a sub-
meter, at the same rate paid by Lessor plus any additional cost
incurred by Lessor for such additional use.  All billing by
Lessor for electricity shall constitute Additional Rent payable
by Lessee.

               (b)  As a condition to Lessor's obligations
hereunder, Lessee shall obtain PECO's consent to connecting the
Cogeneration Facility's electric bus to Lessor's electrical
system and provide evidence to Lessor of such consent, such
connection to be paid for by Lessor.  When such connection
occurs, Lessor shall pay for electricity at the same rate as PECO
or any other purchasing utility pays to Lessee for electric
power.  Any standby charges associated with Lessor'' connection
to the Cogeneration Facility'' electrical bus shall be paid by
Lessor on a pro rata basis.

                                18

<PAGE>

          9.6  Cost.  The cost of all utilities used by Lessee
shall be the sole responsibility of Lessee and shall be the sole
directly to the supplier (if separately metered) or to Lessor as
Additional Rent upon demand, if not separately metered.  All
interconnect costs for all utilities. including any required
demolitions and site modifications. will be paid by Lessee,
except that Lessee shall be responsible only for those
interconnection costs that Lessee would have to incur' if Lessor
elected not to interconnect with the Cogeneration Facility's
electric bus.  Such demolitions and modifications will not
unreasonably interfere with Lessor's operations in the Building.

     10.  Assignment and Subletting.

          10.1 Lessor's Consent Required.  Except as set forth in
the Amended Project Services Agreement and except for security
assignments to any construction or permanent lender to Lessee or
to any electricity purchaser, Lessee shall not voluntarily or by
operation of law assign, transfer, mortgage, sublet, or otherwise
transfer or encumber all or any part of Lessee's interest in this
Lease or in the Premises without Lessor's prior written consent,
which Lessor may unreasonably withhold.  Any attempted
assignment, transfer, mortgage, encumbrance or subletting without
such consent shall be void, and shall constitute a breach of this
Lease, at Lessor's option.  Notwithstanding the foregoing, Lessee
may assign this Agreement as security for or as required by any
lender of funds to the Lessee.

          10.2 No Release of Lessee.  Except as set forth in the
Amended Project Services Agreement, no subletting or assignment,
regardless of Lessor's consent, shall release Lessee from
Lessee's obligations hereunder or alter the primary liability of
Lessee to pay the rent and to perform all other obligations to be
performed by Lessee hereunder.  The acceptance of Additional Rent
by Lessor from any other person shall not be deemed to be a
waiver by Lessor of any provision hereof.  Consent to one
assignment or subletting shall not be deemed consent to any
subsequent assignment or subletting.  In the event of default by
any assignee of Lessee or any successor of Lessee in the
performance of any of the terms hereof, Lessor may proceed
directly against Lessee without the necessity of exhausting
remedies against such assignee. Lessor may consent to amendments
or modifications to this Lease with assignees of Lessee after
notice thereof to Lessee if Lessee is still liable hereunder, and
such action shall not relieve Lessee of liability under this
Lease.  No notice to Lessee of such amendments or modifications
shall be required.  Any permitted assignee shall assume the
obligations of Lessee hereunder, by a writing satisfactory to

                                19

<PAGE>

Lessor, and a copy thereof shall be delivered to Lessor and to
Lessee.

          10.3 Attorney's Fees.  In the event Lessee shall assign
this Lease or sublet the Premises (subject to Lessor's consent as
set forth in Section 10.1) or request the consent of Lessor to
any assignment or subletting or if Lessee shall request the
consent of Lessor for any act that Lessee proposes to do, then
Lessee shall pay Lessor's reasonable attorneys fees incurred in
connection therewith.

          10.4 Conflict.  In the event of any conflict between
the terms of this Section 10 and the terms of the Amended Project
Services Agreement, the terms of the Amended Project Services
Agreement shall control.

     11.  Defaults; Remedies.

          11.1 Lessee's Major Default.  The occurrence of a
Seller's Major Default under the Amended Steam Purchase Agreement
or an Owner's Major Default under the Amended Project Services
Agreement shall constitute a Lessee's Major Default hereunder and
entitle Lessor to terminate this Lease and to re-enter the
Premises. together with all additions, alterations and
improvements. and, at the option of Lessor. remove all persons
and all or any property therefrom. either by summary dispossess
proceedings or by any suitable action or proceeding at law,
without being liable for prosecution or damages therefor (other
than those arising from Lessor's gross negligence or willful
misconduct), and repossess and enjoy the Premises.

          11.2 Lessee's Minor Default.  The occurrence of any one
or more of the following events shall constitute a Lessee's Minor
Default:

               (a)  The failure by Lessee to make any payment of
Additional Rent when due or any other payment required to be made
by Lessee hereunder when due.

               (b)  The failure by Lessee to observe or perform
any of the covenants, conditions or provisions of this Lease to
be observed or performed by Lessee, other than as described in
paragraph (a) above, where such failure shall continue for a
period of 30 days after written notice thereof from Lessor to
Lessee; provided. however, that if the nature of Lessee's default
is such that more than 30 days are reasonably required for its
cure, then Lessee shall not be deemed to be in default if Lessee
commences such cure within said 30 day period and thereafter
diligently pursues such cure to completion.

                                20

<PAGE>

               (c)  (i)  The making by Lessee of any general
assignment. or general arrangement for the benefit of creditors;
(ii) the. filing by or against Lessee of a case or petition to
have Lessee adjudged a bankrupt or a case or petition for
reorganization or arrangement under any law relating to
bankruptcy (unless, in the case of a case or petition filed
against Lessee,  the same is dismissed within  60 days); (iii)
the appointment of a trustee or receiver to take possession of
substantially all of Lessee's assets located at the premises or
of Lessee's interest in this Lease, where possession is not
restored to Lessee within 30 days; or (iv) the attachment,
execution or other judicial seizure of substantially all of
Lessee's assets located at the Premises or of Lessee's interest.
in this Lease, where such seizure is not discharged within 30
days.

               (d)  The abandonment or vacating of the Premises
by Lessee, which shall include any cessation of operation of the
Cogeneration Facility for a period in excess of ten (10)
consecutive days other than for repair or scheduled maintenance.

          11.03     Remedies.  In the event of a Lessee's Minor
Default, Lessor shall have the right (i) to collect from Lessee
by legal action all amounts owing with interest at two percent
over Prime Rate (as defined in the Amended Project Services
Agreement), or (ii) to seek injunctive relief.

          11.4 Default by Lessor.

               (a)  Lessor's Events of Default.  The occurrence
of any one or more of the following events shall constitute an
Event of Default by Lessor:

               (b)  The failure by Lessor to observe or perform
any of the covenants, conditions or provisions of this Lease to
be observed or performed by Lessor. where such failure shall
continue for a period of 30 days after written notice thereof
from Lessee to Lessor; provided, however, that if the nature of
Lessor's default is such that more than 30 days are reasonably
required for its cure, then Lessor shall not be deemed to be in
default if Lessor commences such cure within such 30 day period
and thereafter diligently pursues such cure to completion.

               (c)  Upon the occurrence of an Event of Default by
Lessor hereunder, Lessee may exercise Lessee's rights under
Section  6.4(a)-(d), or if such Event of Default is persistent
and is continuing and threatens irreparable harm to Lessee, to
seek injunctive relief.  Upon the occurrence of an Event of
Default under the Amended Steam Purchase Agreement, the Amended
Steam Venture Agreement or the Amended Project Services Agreement
that

                                21

<PAGE>

would permit Lessee to terminate these agreements, Lessee shall
also be entitled to terminate this Agreement.

          11.5 Late Charges. Lessee hereby acknowledges that late
payment by Lessee to Lessor of Additional Rent will cause Lessor
to incur costs not contemplated by this Lease. the exact amount
of which will be extremely difficult to ascertain. Such costs
include, but are not limited to, processing and accounting
charges, and late charges which may be imposed on Lessor by the
terms of any mortgage or trust deed covering the Premises.
Accordingly, if any installment of Additional Rent shall not be
received by Lessor or Lessor's designee or within thirty (30)
days after any such amount shall otherwise be due, Lessee shall
pay to Lessor a late charge equal to 3% of such overdue amount.
The parties hereby agree that such late charge represents a fair
and reasonable estimate of the costs Lessor will incur by reason
of late payment of Lessee.  Acceptance of such late charge by
Lessor shall in no event constitute a waiver of Lessee's default
with respect to such overdue amount, nor prevent Lessor from
exercising any of the other rights and remedies granted
hereunder.

          11.6 Curing Defaults.  If Lessee shall be in default in
the performance of any of its obligations hereunder, Lessor,
without any obligation to do so, in addition to any other rights
it may have in law or equity, may elect to cure such default on
behalf of Lessee after ten (10) days' written notice (except in
the case of emergency) to Lessee.  Lessee shall reimburse Lessor
upon demand for any sums paid or costs actually incurred by
Lessor in curing such default, including interest thereon from
the respective dates of Lessor's making the payments and
incurring such costs, which sums and costs together with interest
thereon shall be deemed Additional Rent payable promptly upon
being billed therefor.

          11.7 Rights and Remedies Cumulative.  No right or
remedy herein conferred upon or reserve to Lessor is intended to
be exclusive of any other right or remedy herein or by law, but
each shall be cumulative and in addition to every other right or
remedy given herein or now or hereafter existing at law or in
equity or by statute.

     12.  Condemnation.

          12.1 Termination.  (i)  If all of the Premises are
taken by a condemnation; or (ii) if any portion of the Premises
is taken by a condemnation and, in Lessor's reasonable opinion,
it would be impractical or the condemnation proceeds will be
insufficient to restore the remainder of the Premises; or (iii)
if any portion of the Premises is taken by a condemnation and, in

                                22

<PAGE>

Lessee's reasonable opinion, the taking is so extensive or
constitutes the taking of a part of the Premises so vital to its
operation that such partial taking has the same practical effect
as a total taking, then, in any such event, this Lease and the
other Project Agreements shall terminate and all obligations
hereunder shall cease as of the date upon which possession is
taken by the condemnor.

          12.2 Partial Condemnation.  If there is a partial
condemnation and this Lease has not been terminated pursuant to
Section 12.1 hereof, Lessor shall restore the Building and the
improvements which are part of the Premises to a condition and
size as nearly comparable as reasonably possible to the condition
and size thereof immediately prior to the date upon which
possession shall have been taken by the condemnor.  If the
condemnation proceeds are more than adequate to cover the cost of
the restoration and Lessor's expenses in collecting the
condemnation proceeds, any excess proceeds shall be retained by
Lessor or applied to repayment of any mortgage secured by the
Premises.

          12.3 Award.  In the event of a condemnation affecting
Lessee, Lessee shall have the right to make a claim against the
condemnor for removal expenses, business dislocation damages,
moving expenses, and the value of special purpose equipment
installed by Lessee; provided and to the extent, however, that
such claims or payments do not reduce the sums otherwise payable
by the condemnor to Lessor.

          12.4 Mortgagee.  If the first mortgagee of the Premises
in the reasonable exercise of its judgment deems it impractical
or the condemnation proceeds insufficient to restore the
Premises, the decision of the mortgagee shall be binding upon
Lessor and Lessee.

     13.  General Provisions.

          13.1 Estoppel Certificate.  Lessee shall at any time
upon not less than ten (10) days' prior written notice from
Lessor execute, acknowledge and deliver to Lessor a written
instrument in recordable form certifying that this Lease is
unmodified and in full force and effect (or, if there have been
modifications, that it is in full force and effect as modified
and stating the modifications); certifying that Lessee has
accepted possession of the Premises (if true); stating the date
on which the term of the Lease commenced and the dates to which
minimum rent, Additional Rent and other charges have been paid in
advance, if any; stating that to the best knowledge of the signer
of such instrument Lessor is not in default of this Lease (or
specifying any default); stating any other fact or certifying any

                                23

<PAGE>

other condition reasonably requested by Lessor or reasonably
required by any mortgagee or prospective mortgagee or purchaser
of the Premises or any interest therein; and stating that it is
understood that such instrument may be relied upon by any
mortgagee or prospective mortgagee or purchaser of the Premises
or any interest therein or by any assignee of Lessor's interest
in this Lease or by any assignee of any mortgagee.  The foregoing
instrument shall be addressed to Lessor and to any mortgagee,
prospective mortgagee, purchaser or other party specified by
Lessor.

          13.2 Certain Definitions.

               (a)  "Lessor".  The word "Lessor" is used herein
to include the Lessor named above as well as its successors and
assigns, each of whom shall have the same rights, remedies,
powers, authorities and privileges as he would have had he
originally signed this lease as Lessor.  Any such person, whether
or not named herein, shall have no liability hereunder after it
ceases to hold title to the Premises.  Neither Lessor nor any
principal of Lessor shall have any personal liability with
respect to any of the provisions of this Lease or the Premises,
and if Lessor is in breach or default with respect to Lessor's
obligations under this Lease or otherwise, Lessee shall look
solely to the equity of Lessor in the Premises for the
satisfaction of Lessee's claims.

               (b)  "Lessee".  The word "Lessee" is used herein
to include the Lessee named above as well as its successors and
assigns, each of which shall be under the same obligations and
liabilities and each of which shall have the same rights,
privileges and powers as it would have possessed had it
originally signed this lease as Lessee.  Each and every of the
persons named above as Lessee shall be bound, jointly and
severally, by the terms, covenants and agreements contained
herein.  However, no such rights, privileges or powers shall
inure to the benefit of any assignee of Lessee, immediate or
remote, unless the assignment to such assignee is permitted or
has been approved in writing by Lessor.

               (c)  "Mortgage" and "Mortgagee".  The word
"mortgage" is used herein to include any lien or encumbrance on
the Land, the Premises or any part of or interest in or
appurtenance to the Premises.  The word "mortgagee" is used
herein to include  the holder of any mortgage.  The term "first
mortgage" refers to the holder of the most senior lien on the
Premises.  Wherever any right is given to a mortgagee, that right
may be exercised on behalf of such mortgagee by a representative
or servicing agent of such mortgagee.

                                24

<PAGE>

          13.3 Severability.  If any provision of this Agreement
or the application thereof to any Person or circumstance(s) shall
be invalid or unenforceable to any extent, (a) the remainder of
this Agreement and the application of such provision to other
Person(s), entity(ies) or circumstance(s) shall not be affected
thereby and (b) each such provision shall be enforced to the
greatest extent permitted by law.

          13.4 Time of Essence.  Time is of the essence of all
provisions hereof.

          13.5 Captions. Article and paragraph captions are not a
part hereof.

          13.6 Amendments.  This Lease may be modified in writing
only, signed by both of the parties.

          13.7 Notices.  Any notice required or permitted to be
given hereunder shall be in writing and may be given by personal
delivery, overnight delivery or certified mail.  If given
personally, such notice shall be deemed to be given on the date
delivered; if sent by overnight delivery, such notice shall be
deemed to be given as of the day it is delivered; or if sent by
certified mail, such notice shall be deemed to be given three (3)
days after mailing.  If given personally, by overnight delivery
or by certified mail, notice shall be deemed sufficiently given
if addressed to Lessee or to Lessor at the address noted below
the signature line of the respective parties, as the case may be,
and to each party's counsel as set forth on the signature page.
Either party may by notice to the other specify a different
address for notice purposes.

          13.8 Waivers.  No waiver by Lessor of any provision
hereof shall be deemed a waiver of any other provision hereof or
of any subsequent breach by Lessee of the same or any other
provision.  Lessor's consent to or approval of any act shall not
be deemed to render unnecessary the obtaining of Lessor's consent
to or approval of any subsequent act by Lessee.  The acceptance
of rent or Additional Rent hereunder by Lessor shall not be a
waiver of any preceding breach by Lessee of any provision hereof,
other than the failure of Lessee to pay the particular rent so
accepted, regardless of Lessor's knowledge of such preceding
breach at the time of acceptance of such rent.  The payment of
any rent or Additional Rent hereunder by Lessee shall not be a
waiver of any preceding breach by Lessor of any provision hereof,
regardless of Lessee's knowledge of such preceding breach at the
time of acceptance of such rent.

          13.9 Recording.  Lessee or Lessor, at any time and from
time to time and within five(5) days after the other party's
written request, shall execute, acknowledge and deliver

                                25

<PAGE>

to the other party a short form or memorandum of this Lease for
recording purposes.

          13.10     Holding Over.  If Lessee remains in
possession of the Premises or any part thereof after the
expiration of the term hereof without the express written consent
of Lessor, such occupancy shall be a tenancy from month to month
under the same terms and conditions set forth in this Lease.
Anything to the contrary notwithstanding, any holding over by
Lessee without Lessor's prior written consent shall constitute
Lessee's Major Default hereunder without notice or cure period
and shall be subject to all the remedies set forth herein.

          13.11     Cumulative Remedies.  No remedy or election
hereunder shall be deemed exclusive but shall, wherever possible,
be cumulative with all other remedies at law or in equity.

          13.12     Binding Effect:  Choice of Law.  Subject to
any provisions hereof restricting assignment or subletting by
Lessee, this Lease shall bind the parties and their successors
and assigns.  This Lease shall be governed by the laws of the
commonwealth of Pennsylvania.

          13.13     Subordination and Attornment.

               (a)  This Lease and the estate, interest and
rights hereby created are subordinate to any mortgage now or
hereafter placed upon the Land, the Building or any interest
therein, and to all renewals, modifications, consolidations,
replacements and extensions of same as well as any substitutions
therefor.  Lessee agrees that in the event any person, firm,
corporation or other entity acquires the right to possession of
the Land and the Building including any mortgages, Lessee shall,
if requested, attorn to and become the tenant of such person,
firm, corporation or other entity, upon the same terms and
conditions as are set forth herein for the balance of the Lease
term.  The foregoing shall be operative with respect to any lien
hereafter created only if Lessor shall deliver to Lessee the
written agreement of the lienholder that such lienholder shall
not disturb Lessee's possession under this Lease, in the event of
foreclosure, transfer in lieu thereof, or other enforcement
proceedings, provided that Lessee shall not be in default
hereunder.  Any such agreement shall be in reasonable form, may
require Lessee to confirm the subordination of this Lease and to
agree to attorn to the lienholder, and may provide that the
lienholder is not bound by the acts or omissions of Lessor, and
Lessee shall not unreasonably withhold or delay execution or
delivery of such agreement.  Lessee, if requested by Lessor,
shall execute any such instruments in recordable form as may be
reasonably required by Lessor in order to confirm or effect the
subordination of this

                                26

<PAGE>

Lease and the attornment of Lessee to future landlords in
accordance with the terms hereof.

               (b)  Lessor has obtained the consent of lessor's
mortgage lender to transaction contemplated in this Lease.

          13.14     Lessor's Access.  Lessor and Lessor's agents
shall have the right to enter the Premises at all reasonable
times for the purposes of inspecting the Premises, showing the
Premises to prospective lenders and making required alterations,
repairs, improvements or additions to the Premises or to the
Building.

          13.15     Signs.  Except for signs which are located
wholly within the interior of the Building and which are not
visible from the exterior of the Building, no signs shall be
placed, erected, maintained or painted at any place upon the
Premises without the prior written consent of lessor as to the
size, design, color, location, content, illumination,
composition, or material and mobility thereof, which consent
shall not be unreasonably withheld.  All signs shall be installed
and maintained by by Lessee, at its cost, in good condition
during the term of this Lease, and Lessee shall remove all signs
at the termination of this lease and shall repair and restore any
damage caused by the installation or removal thereof.

          13.16     Merger.  The voluntary of other surrender of
this Lease by Lessee, or a mutual cancellation thereof, or a
termination by Lessor, shall not work a merger unless lessor so
stipulates in writing, and shall, at the option of lessor,
terminate all or any existing subtenancies or may, at the option
of Lessor, operate as an assignment to Lessor of any or all of
such subtenancies.

          13.17     Corporate Authority.  If Lessee or any
partner of Lessee is a corporation, each individual executing
this Lease on behalf of said corporation represents and warrants
that he is duly authorized to execute and deliver this Lease on
behalf of the corporation, in accordance with a duly adopted
resolution of the Board of Directors of the corporation or in
accordance with the Bylaws of the corporation, and that this
Lease is binding upon the corporation as a partner of lessee in
accordance with its terms.  If lessee or any partner of Lessee is
a corporation, lessee shall, upon execution of this Lease,
deliver to Lessor a certified copy of a resolution of the Board
of Directors of the corporation authorizing or ratifying the
execution of this Lease.

          13.18     Interest.  Wherever interest is required to
be paid hereunder, such interest shall be at the rate two percent

                                27

<PAGE>

(2%) in excess of the Prime Rate in effect from time to time by
the first mortgages of the Premises.

          13.19     Quiet Possession.  Upon Lessee paying the
rent reserved hereunder and observing and performing all of the
covenants, conditions and provisions on lessee's part to be
observed and performed hereunder, Lessee shall have quiet
possession of the Premises for the entire term hereof subject to
all of the provisions of this lease.

          13.20     Entire Agreement.  This Lease and the Related
Agreements represent the entire agreement between the parties
hereto and there are no collateral or oral agreements or
understandings between Lessor and Lessee with respect to the
Premises.  Lessee agrees to make such changes to this lease as
are reasonably required by any mortgagee, provided such changes
do not substantially affect Lessee's rights and obligations
hereunder.  The masculine (or neuter) pronoun, singular number,
shall include the masculine, feminine and neuter genders and the
singular and plural number.

          13.21     Brokers.  Lessor and lessee each represent
and warrant to the other that it has caused or incurred no claims
for brokerage commissions, finder's fees of similar claims in
connection with this Lease, and each party shall indemnify,
defend and hold the other harmless from any liabilities arising
from any such claim caused or incurred by it.

          13.22     Waiver of Trial of Jury.  Lessor and Lessee
each waive trial by jury in any action or counterclaim brought by
either party against the other under this Lease.

     14.  Hazardous Waste.

          14.1 Inspection Contingency.

               (a)  Lessee shall have the right to conduct an
environmental inspection of the Premises at Lessee's expense,
provided that Lessee shall release, defend, indemnify and hold
Lessor harmless from any injury to person or property arising
from such inspection, and shall restore the Premises to its
condition prior to the inspection to the extent reasonably
possible.  In the event lessee is dissatisfied with the results
of such inspection, Lessee may terminate this Agreement and all
the Project Agreements by notice to Lessor received no later than
ninety (90) days after Lessor's receipt of the environmental
inspection report.  Lessee shall provide Lessor with copies of
all reports generated by any inspection.

                                28

<PAGE>

               (b)  If any such environmental inspection reveals
contamination on the Premises by Hazardous Material (as defined
in Section 14.6), or, if subsequent to the commencement of
construction of the Cogeneration Facility, further inspection
reveals contamination of the Premises by Hazardous Material,
(i) Lessee will be entitled to relocate the Cogeneration Facility
to the parking lot of the Schuylkill Station ("Parking Lot"), or,
subject to the terms of this Section 14.1(b), to another location
"Alternate Site") owned by Lessor or any of its affiliates which
is mutually acceptable to Lessee, Lessor and the affiliate of
Lessor which is the owner of the Alternate Site, if applicable,
and (ii) all dates set forth in Sections 7(D)(i and ii) of the
Steam Venture Agreement shall be revised to provide for an
extension of the time for performance by the respective parties
to the Steam Venture Agreement required under such Sections
7(D)(i and ii) for a period equal to the length of the delay
resulting from such contamination of the Premises by Hazardous
Material, provided, however, in no event shall such extension
exceed six (6) months.  If Lessee so elects, Lessee will be
entitled to perform an environmental inspection of the Parking
Lot and/or alternate Site at Lessee's sole cost and expense.  If
such environmental inspection reveals contamination of the
Parking Lot or Alternate site by Hazardous Material, or, if
subsequent to the commencement of construction of the
Cogeneration Facility on the Parking Lot or Alternate Site,
further inspection reveals contamination of the Parking Lot or
Alternate site by Hazardous Material, Lessee may terminate this
Lease and all Project Agreements without further liability to
lessor.  If Lessee elects to relocate the Cogeneration Facility
to the Parking Lot or Alternate Site, the appropriate
modifications will be made to this Lease through written
amendment, which modifications (if the Alternate Site is
selected) shall include, without limitation, revising the minimum
annual rent due to Lessor to be a rent equivalent to that which
Lessor would otherwise be able to command for the Alternate site
in the marketplace.

               (c)  Lessor shall be responsible for making all
notifications required by applicable law to all applicable
governmental bodies which become necessary as a result of any
inspection of the Premises or Alternate Site, as applicable, in
accordance with the terms of this Section 14.1.  Notwithstanding
the foregoing, Lessee shall advise Lessor of all issues related
to the environmental condition of the Premises or Alternate Site,
as applicable, which  may require notification to any
governmental bodies.

          14.2 Acknowledgment.  Lessee acknowledges that Lessor
has advised Lessee that (i) Lessor acquired a portion of the
Building from PECO, (ii) PECO had previously used a portion

                                29

<PAGE>

of the Building for operation of the Steam Loop, and (iii) PECO
has used and continues to use a portion of the Building for
generating electrical power.  Any environmental problem or
liability created by any use of the Building or the Land, prior
to Lessor's acquisition or lease thereof, shall not be imputed to
either Lessor or Lessee.

          14.3 Lessee's Representations and Warranties.  Lessee
represents and warrants to Lessor that it will:

               (a)  not store, use, release, produce, install or
dispose of any Hazardous Material on the Premises except in full
compliance with all applicable laws and regulations and with
Lessor's prior written consent;

               (b)  provide Lessor with written notice;  (i) upon
Lessee obtaining knowledge of any potential or known release, or
threat or release, of any Hazardous Material at or from the
Premises; (ii) upon Lessee's receipt of any notice to such effect
from any federal, state, or other governmental authority; and
(iii) upon the Lessee obtaining knowledge of any incurring of any
expense or loss by such governmental authority in connection with
the assessment, containment, or removal of any Hazardous Material
for which such expense or loss Lessee may be liable or for which
such expense or loss a lien may be imposed on the Premises;

               (c)  provide Lessor with written notice of all
Hazardous material brought onto the Premises and fully cooperate
with lessor in complying with all tracking and monitoring
requirements of any governmental agency.

          14.4 Lessee's Indemnity.  Lessee shall indemnify,
defend, and hold Lessor harmless of and from any claim brought or
threatened against lessor on account of the introduction by
Lessee of Hazardous Material onto the Premises, or the release of
such Hazardous Material on or from the Premises, or the release
of such Hazardous Material on or from the Premises, or the
failure by Lessee to comply with the terms and provisions hereof
(each of which may be defended, compromised, settled, or pursued
by Lessor with counsel of Lessor's selection, but at the expense
of Lessee).  This indemnification shall survive any termination
of this Lease.

          14.5 Inspection.  Lessor shall have the right to enter
the Premises at any time to inspect the Premises to ascertain
whether they are clean and free of Hazardous Material.

          14.6 Definition. The term "Hazardous Material" is used
in this Lease in its broadest sense and includes but is not
limited to (i) "hazardous substances" as that term is defined in
Section 101(14) of the comprehensive Environmental Response,

                                30

<PAGE>

Compensation and Liability Act, 42 U.S.C.  9601(14), (ii)
"hazardous waste" or "solid waste" as defined in 40 CFR  261,
(iii) "hazardous waste," "residual waste" and "solid waste," as
defined in Section 103 of the Pennsylvania solid Waste Management
Act, 35 P.S.  6018.103 or 25 Pa. Code   75.260 and 75.261; and
(iv) petroleum base products, paint and solvents, lead, cyanide,
DDT, printing inks, acids, pesticides, ammonium compounds,
asbestos, PCB's and other chemical products.

          14.7 Lessor's Representation and Warranties.  Lessor
represents and warrants to Lessee that Lessor has no actual
knowledge of any Hazardous Material stored, used, released,
produced, installed or disposed of in the Building except in
compliance with all applicable laws and regulations.

          14.8 Lessor's Indemnity.  Lessor shall indemnify,
defend, and hold Lessee harmless of and from any claim brought or
threatened against Lessee on account of the introduction by
Lessor of Hazardous Material, onto the Premises or the Building,
or the release of such Hazardous Material, on or from the
Premises, or the failure by Lessor to comply with the terms and
provisions hereof (each of which may be defended, compromised,
settled, or pursued by Lessee with counsel of Lessee's selection,
but at the expense of Lessor).  This indemnification shall
survive any termination of this Lease.

     IN WITNESS WHEREOF, the parties hereto have executed this
Lease the day and year first above written.

Address:                      LESSEE:

225 S. 8th Street             GRAYS FERRY COGENERATION
Philadelphia, PA  19106       PARTNERSHIP

                              By:  O'Brien Environmental Energy, Inc.

                                   By: /s/ Robert A. Shinn

                                   Attest: /s/

                              By:  Adwin Equipment Company

                                   By: /s/ Daniel A. Neely

                                   Attest: /s/

                                31

<PAGE>

Address:                      LESSOR:

2600 Christian Street
Philadelphia, PA 19146        PHILADELPHIA THERMAL ENERGY
                              CORPORATION

                              By: /s/ S.B. Smith
                              Attest: /s/

COUNSEL FOR LESSOR:

Barnett Satinsky, Esquire
Fox, Rothschild, O'Brien & Frankel
2000 Market Street, 10th Floor
Philadelphia, PA  19103

                                32

<PAGE>



                     EXHIBITS AND SCHEDULES


EXHIBIT A      Site Plan

EXHIBIT B      Building Plan (Laydown and Interconnect)

EXHIBIT C      Lessor's Facilities and Services

EXHIBIT D      Ground Lease

EXHIBIT E      Dock Facility Service Agreement

EXHIBIT F      Demineralized Water Charges

<PAGE>


                     EXHIBIT A TO SITE LEASE

                    LEGAL DESCRIPTION OF LAND
<PAGE>

PARCEL C-1            BLOCK 156 LOT 1          EXHIBIT F 172


ALL THAT CERTAIN lot or piece of ground with the building and
improvements thereon erected, described as follows to wit:

SITUATE in the 30th Ward of the said City of Philadelphia.

BEGINNING at the Southwest corner of Christian Street and 26th
(formerly called Burnett) Street; thence extending Southwardly
along the said 26th Street; 349 feet 7 inches to the South side
of Carpenter Street; thence Eastward along the South side of said
Carpenter Street 12 feet 6-5/8 inches to the Northwesterly side
of Grays Ferry Road; thence along the Northwesterly side of said
Grays Ferry Road 250 feet 11-5/6 inches to a point in the said
Northwesterly side of Grays Ferry Road which point is at the
distance of 32 more or less Northeastwardly from the limit line
of the right of way of the Delaware Extension of the Penna.
Railroad co. Northeastwardly 165 feet be the same more or less by
a line running parallel with and at the distance of 32 feet more
or less from the said Northwesterly limit line of the said right
of way of the Delaware Extension of the Penna. Railroad Co.;
thence Northward 70 feet more or less to Christian Street
aforesaid by a line running parallel with and in a Westerly
direction 240 feet from the Westernmost building line of said
26th Street and thence Eastwardly along the Southerly building
line of said Christian Street 240 feet to the place of beginning.

PARCEL C-2            BLOCK 156 LOT 3

ALL THAT CERTAIN tract or piece of land with the buildings and
improvements composing the Electric Light and Power Plant and
other buildings and improvements thereon erected.

SITUATE in the 30th Ward of the City of Philadelphia, described
as follows to wit:

BEGINNING at a point on the South side of Christian Street at the
distance of 240 feet Westward from the West side of 26th
(formerly called Burnett) Street; thence extending Westward along
the South side of said Christian Street 638 feet 10/1-2 inches to
the Southeasterly side of Schuylkill (formerly called Sutherland)
Avenue; thence Southwestwardly along the said side of Schuylkill
Avenue 53 feet more or less to a point thence Northwestwardly 73
feet more or less to a point on the Northwesterly side of said
Schuylkill Avenue the distance of 22 feet 9-7/8 inches
Southweswardly from the Southerly line of Christian Street
extended; thence North 59 degrees, 45 minutes West by ground now
or ___ of Charles Robb 320 feet 7-5/8 inches to the Port Wardens
line in the River Schuylkill; thence Southwestwardly along the
said Port Wardens line 211 feet; thence South 55 degrees East by
ground of the United States Arsenal 276 feet 7-1/4 inches to the
Southwesterly side of said Schuylkill Avenue; thence
Southeastwardly along the said side of Schuylkill Avenue 52 feet
8-7/8 inches to a point; thence South 55 degrees East recrossing
the said Schuylkill Avenue and along tract of ground used by the
Pennsylvania Railroad co., said railroad 1071 feet 7-1/2 inches
more or less to the Northwesterly side of Grays Ferry Road;
thence Northeastwardly along the said side of Grays Ferry Road 32
feet to a point; thence Northwestwardly on a line parallel with
and at the distance of 32 feet Northeastwardly from the said
strip of ground used by the Penna. Railroad Co. as a railroad 164
feet 1-1/2 inches to a point and thence Northwesterly on a line
parallel with the said 26th Street 475 feet 6-5/8 inches to the
place of beginning.

<PAGE>

RESERVING AND EXCEPTING THEREOUT:                EXHIBIT F

     ALL THAT CERTAIN strip or piece of land with the buildings
     and improvements thereon erected.

     SITUATE in the 30th Ward of the said City of Philadelphia
     and State of Pennsylvania bounded and described as follows
     viz:

     BEGINNING at a point in the Northeasterly line of land
     conveyed by Edward Harris and wife to The Penna. Railroad
     Co. by Deed dated 2/23/1860 at the distance of 764 feet 8-
     1/2 inches Northwestwardly measured along said line from the
     West Side of Grays Ferry Road as said road is laid down on
     the general plan of the said City of Philadelphia and
     extending:  thence Northwestwardly by said land 235 feet 3-
     2/4 inches to a point in the Southeasterly line of the strip
     of land formerly known as Schuylkill Avenue; thence
     Northeastwardly along said lines of land 25 feet 6-3/4
     inches to a point; thence Southeastwardly by other land of
     the said Southern Electric Light and Power Co. 228 feet 8-
     1/4 inches to the place of beginning.

     CONTAINING 2740.66 square feet more or less.

PARCEL C-3                                        BLOCK 156 LOT 7

ALL THAT CERTAIN triangular lot or piece of ground described
according to a survey thereof made by John M. Dobre the 3rd day
of July A.D., 1901 as follows:

BEGINNING at a point at the intersection of the South house line
of Christian Street with the center line of Schuylkill Avenue
(now vacated) in the 30th Ward of the City of Philadelphia;
thence extending Westward; along the Southerly line of Christian
Street extended 115 feet 8-1/8 inches to the line of land
formerly of the Southern Electric Light and Power co. and
hereinabove described and granted; thence extending
Southeastwardly along the said line making an angle of 17
degrees, 32 minutes, 26 seconds with the above described line 95
feet 10-3/8 inches to a point in the center line of said
Schuylkill Avenue (now vacated); thence Northeastwardly along the
center line of said Schuylkill Avenue (now vacated) 37 feet 8-3/4
inches to the first mentioned point and place of beginning.

BEING as to Premises C-1 the and premises which Southern Electric
Light and Power Company, a Pennsylvania Corporation by Deed dated
11-16-16 and recorded 1-30-17 in the County of Philadelphia in
Deed Book JMH 140 page 420 conveyed unto The Philadelphia
Electric Company, a Pennsylvania Corporation in fee.

BEING as to Premises C-2 and C-3 the same premises which The
Southern Electric Light and Power Company, a Pennsylvania
Corporation by Deed dated 4-8-04 and recorded 1-16-06 in the
County of Philadelphia in Deed Book WSY 561 page 470 conveyed
unto The Philadelphia Electric Company, a Pennsylvania
Corporation, in fee.

<PAGE>

                   EXHIBIT B to the Site Lease

                          Building Plan

                    (Laydown & Interconnect)



<PAGE>

                            EXHIBIT C

                LESSOR'S FACILITIES AND SERVICES



Service                          Shared Facilities & Lessee's
                                 Maintenance/Repair/Replacement
                                 Responsibility

1.   1.200 PSI Header            Lessor to maintain up to (but
                                 not including) valve separating
                                 the Project from the existing
                                 Lessor system.  Project will
                                 install and maintain metering
                                 system.

2.   250 PSI Header              Lessor to maintain up to (but
                                 not including) valve separating
                                 the Project from the existing
                                 Lessor system.  Project will
                                 install and maintain metering
                                 system.

3.   Condensate                  Project will install and
                                 maintain its own condensate
                                 system.  Lessor may
                                 interconnect to and/or utilize
                                 the Project's condensate system
                                 but must maintain piping and
                                 equipment not related to the
                                 installation of the Project.

4.   Treated Feedwater           Lessor to maintain up to (but
                                 not including) valve separating
                                 the Projet from the existing
                                 Lessor system.

5.   River Cooling Water         Lessee solely responsible for
                                 the costs of the system from
                                 Schuylkill River channel
                                 throughout Premises.

6.   Bearing Cooling Water       Lessee solely responsible for
                                 the cost of the system
                                 servicing Project.

7.   Power and Loan Centers      Lessee solely responsible for
                                 the cost of the system
                                 servicing Project.

8.   DC System and/or UPS        Lessee solely responsible for
                                 the cost of the system
                                 servicing Project.


                                i

<PAGE>

9.   Plant Master Steam Control  Leases solely responsible for
                                 the cost of the system
                                 servicing Project.

10.  Chemical Feed Control       Leases solely responsible for
                                 the cost of the system
                                 servicing Project.

11.  Exhaust Gas Stacks          Stack for #25 & #26 boilers
                                 will be common to both
                                 facilities.  Maintenance costs
                                 will be shared proportional to
                                 the total steam production
                                 through #25 and #26 boilers for
                                 the prior year, with the first
                                 year based on a pro forma heat
                                 and material balance.

12.  station Air                 Lessee will own and maintain
                                 compressed air system for
                                 Project.

13.  Instrument Air              Lessee solely responsible for
                                 the cost of the system
                                 servicing Project.

14.  Control Room                To be extended to include
                                 Lessee's system.  Lessee shall
                                 be solely responsible for all
                                 costs associated with the
                                 maintenance of equipment and
                                 control room facilities
                                 installed to operate the
                                 Cogeneration Facility and the
                                 Auxiliary Boiler.  Lessor shall
                                 be responsible for all
                                 maintenance costs associated
                                 with all other equipment and
                                 control room facilities.

15.  Fire Projection             Lessor to maintain up to the
                                 valve separating the existing
                                 fire system from the new system
                                 to be installed for the
                                 Project.

                                 Existing fire pump, motor,
                                 breaker and other miscellaneous
                                 equipment, if adequate to
                                 service both Lessor and
                                 Project, to be cost shared on a
                                 50/50 basis.


                                ii

<PAGE>

16.  Lighting                    Lessor to service existing
                                 lighting.  Project to service
                                 Project-related lighting.

17.  Exhaust Steam from          Project to provide its own
     Auxiliaries                 exhaust system.

18.  Boiler Blowdown             Project will install and
                                 maintain its own boiler
                                 blowdown system.  Lessor may
                                 interconnect to and/or utilize
                                 system but must maintain piping
                                 and equipment not related to
                                 the installation of the
                                 Project.

19.  Boiler Wash Drains          Lessee solely responsible for
                                 the cost of connecting Boiler
                                 Wash Drains to the system
                                 servicing the Project and shall
                                 be responsible for all costs in
                                 proportion to its use of the
                                 system.

20.  #3 T-G Electrical           Lessor's responsibility.
     Excitation, Synchronizing
     & Indication

21.  New Turbine Extraction      Lessee solely responsible for
     Point                       the cost of the system
                                 servicing Project.

22.  Central Data Collection     Lessee solely responsible for
     System Project.             the cost of the system
                                 servicing.

23.  #6 Fuel Oil System          Lessee solely responsible for
                                 the cost of the system up to
                                 valve separating the Project
                                 from shared facilities.  Any
                                 shared facilities to be cost-
                                 shared based on ratio of:
                                 Total Oil Burned By Project
                                 Total Oil Received in #2 Tank

24.  #2 Fuel Oil System          Lessee solely responsible for
                                 the cost of the system
                                 servicing Project including
                                 tank, piping, pumps,
                                 instrumentation and controls
                                 and most enclosures.


                                iii

<PAGE>

25.  Gas Fuel System             Lessee solely responsible for
                                 the cost of the system
                                 servicing Project.  Lessor may
                                 interconnect to and/or utilize
                                 system.  Lessor to share costs
                                 of common system based on
                                 Lessor's gas use in relation to
                                 total gas use.

26.  Demineralized Water Supply  Costs for pumping and piping to
                                 be shared proportional with
                                 steam production.

27.  Boiler Fill                 Lessee solely responsible for
                                 the cost of the system
                                 servicing Project.  Lessor may
                                 interconnect to and/or utilize
                                 the system.

28.  Crane                       If the Lessee elects to use the
                                 crane, Lessee solely
                                 responsible for the cost to
                                 overhaul/upgrade and maintain.


29.  Rail                        Project to overhaul/upgrade and
                                 maintain.

30.  P.A. System/Telephone       Project to install any new
                                 equipment and interconnect to
                                 existing system.  Operating and
                                 maintenance costs to be shared
                                 proportional with steam
                                 production.

31.  500,000 Gallon Oil Storage  Lessee to convert Oil Storage
     Tank                        Tank for storage of #2 oil and
                                 to construct piping to tie in
                                 to Cogeneration Facility, at
                                 Lessee's sole cost and expense.
                                 Lessor may tie in to Oil
                                 Storage Tank for Lessor's use
                                 at Lessor's sole cost and
                                 expense.  Upon termination of
                                 this Lease, Lessee to convert
                                 Oil Storage Tank for storage of
                                 #6 oil at Lessee's sole cost
                                 and expense.



                                iv

<PAGE>

                     EXHIBIT D TO SITE LEASE

                          GROUND LEASE


<PAGE>

                SCHULKILL STATION LEASE AGREEMENT


     SCHULKILL STATION LEASE AGREEMENT made this 30th day of
January, A.D., 1987 by and between PHILADELPHIA ELECTRIC COMPANY,
a Pennsylvania corporation, hereinafter called Lessor, of the one
part and PHILADELPHIA THERMAL CORPORATION, a Pennsylvania
corporation, hereinafter called Lessee, of the other part.
     WHEREAS, Lessor is the owner of certain property situated on
the northwest side of Grays Ferry Avenue in the Thirtieth Ward of
the City of Philadelphia, Pennsylvania more fully described by
metes and bounds on Exhibit "D1" attached hereto and made a part
hereof, together with the buildings and improvements thereon
erected and other appurtenant facilities and equipment used in
the operation of Lessor's Schuylkill Generating Station,
hereinafter called "Station", as more particularly shown on
Exhibit "02" attached hereto and made a part hereof; AND
     WHEREAS, Lessor by Deed bearing even date herewith has
transferred the A-2 Building, the Water Treatment Building, the
Office and Shop building and by Bill of Sale bearing even date
herewith has transferred, inter alis, certain equipment,
facilities, and other related appurtenances, located upon those
portions of Lessor's Station identified by shading on the
aforesaid Exhibit "D2" and
     WHEREAS, Lessee wishes to take and hire from Lessor and
Lessor wishes to lease to Lessee (i) the land shaded on

                                1

<PAGE>

Exhibit "D2" constituting part of the Station and (ii) that
portion identified by shading on attached Exhibit "D3" of the
building located at the Station known as the A-1 Building
(jointly, the "Demised Premises");
     NOW, THEREFORE, for and in consideration of the mutual
covenants herein set forth, and intending to be legally bound
hereby the parties hereto for themselves, their respective
successors and assigns, agree as follows:
     1.   LEASED AREA:   Lessor hereby demises unto Lessee the
Demised Premises aforesaid containing 305,347 square feet, more
or less, together with the right of ingress, egress and regress
for the maintenance and operation thereof.
     2.   OWNERSHIP:     Lessee understands and agrees that
Lessor's ownership of the Station includes but is not limited to
all of the real property, equipment, facilities or improvements
not specifically sold to Lessee in the aforementioned Deed and
Bill of Sale and Lessee has only the right to possession and use
of the Demised Premises upon the terms, covenants and conditions
set forth herein.
     3.   TERM:     FIFTY (50) YEARS beginning the day and year
first above written and ending the 29th day of January A.D. 2037,
subject to renewal as extended pursuant to paragraph 4, unless
sooner terminated pursuant to any conditions or limitations or
other provision of this Lease or pursuant to law.
     4.   RENEWAL OPTIONS:    Provided there does not exist

                                2

<PAGE>

any default hereunder which has not been effectively cured or
expressly waived by Lessor in writing, Lessee shall have the
option to renew this Lease for five successive periods of ten
(10) years each under the same terms and conditions hereof,
except for the rent which shall be determined in the manner
hereinafter set forth; provided, however, that Lessee shall have
notified Lessor in writing, by certified mail, at least six (6)
months prior to the then current expiration date of this Lease,
of Lessee's intention so to do.
     5.   (a)  OBLIGATION TO PURCHASE:  If at any time during the
term of this Lease or any renewal or extension thereof, the
Lessor shall determine and notify Lessee that its property at the
Station, possibly excluding the 66 kv Substation, is not longer
required for Lessor's current or anticipated needs, then the
Lessee shall have the obligation within one year of notification
hereof to purchase the entire Station property, including the
herein Demised Premises but excluding, at Lessor's option, the 66
kV Substation, subject to such easements as Lessor may require,
in its own name or in the name of a nominee, for a purchase price
equal to the then current fair market value of the underlying
land as raw land without regard to the buildings or improvements
thereon ("Fair Market Value").  If Lessor and Lessee are unable
to agree upon the then current Fair Market Value of the land
within thirty (30) days after Lessor's notice, Lessor and Lessee
shall each appoint an MAI appraiser having at least ten years of

                                3

<PAGE>

experience in Pennsylvania ("Appraiser") to conduct a Fair Market
Value appraisal of the premises to be sold and the purchase price
shall be the statistical mean of the two appraisals unless the
difference between the two appraisals shall be greater than ten
percent of the smaller thereof, in which case the two appraisers
shall appoint a third Appraiser, whose Fair Market Value
appraisal shall determine the purchase price.  The cost of all
appraisals shall be shared equally.  At such time, any
improvements or personal property belonging to Lessor or the land
to be sold and no longer required for Lessor's current or
anticipated needs shall be purchased by Lessee concurrent with
its aforementioned purchase of the raw land, at a price equal to
the commercial value thereof, if any, as determined by
negotiation of the parties.  In the event of such purchase by
lessee, this Lease shall thereupon be terminated.  Lessor may
sell or dispose of the underlying land and equipment to a third
party, and the purchaser or transferee shall be subject to this
Lease.
          (b)  OPTION TO PURCHASE.  If Lessor has not sold the
Demised Premises to Lessee pursuant to paragraph (a) hereof by
the end of the fifth ten (10) year renewal period provided for
under paragraph A hereof, and further provided that there does
not exist at that time any default hereunder which has not been
effectly cured or expressly waived by Lessor in writing, then at
the end of the said fifth ten (10) year renewal period Lessee
shall have the

                                4

<PAGE>

right at its option to purchase portion of Lessor's property at
the Station consisting of the Demised Premises plus such other
land, improvements, and personal property as Lessor no longer
required, for a purchase price determined by the same procedure
specified in paragraph 5(a) hereof.
     6.   ANNUAL MINIMUM RENT:  Lessee covenants to pay Lessor
without notice, deduction, setoff or previous demand therefor, a
minimum annual rent of $98,283 payable annually in advance on the
first day of April of each calendar year of this Lease, or any
renewal or extension thereof, subject to adjustment as
hereinafter provided, with the first installment-prorated from
the date of execution to the following thirty-first day of Hatch
- to be paid upon the execution hereof, all installments to be
paid to Lessor on the Sixteenth Floor, 2301 Market Street,
Philadelphia, Pennsylvania, 19101, or at such other place as
lessor may from time to time designate.
     Each and every payment and expenditure, other than Minimum
Rental, which are required to be paid by Lessee under this Lease
shall be deemed to be additional rent hereunder, whether or not
the provision requiring payment of such amounts specifically so
states, and shall be payable, unless otherwise provided in this
Lease, within thirty (30) days of demand by lessor.
     7.   UTILITY CHARGES:  Lessee shall furnish, at its own
expense, all utilities of every type and nature required by

                                5

<PAGE>

it in its use of the Demised Premises and shall pay or cause to
be paid, when due, all bills for water, sewerage, electricity and
other utilities, if any, used on in connection with or chargeable
against the Demised Premises until the termination of this lease
and the Lessee shall indemnify and save harmless the Lessor from
and against any loss, cost and expense in connection therewith.
     Until such time as metering is installed or isolation is
accomplished, Lessor and Lessee each agree to accept the other's
estimate of the use of unmetered services, such as electricity,
water, auxiliary steam, fuel oil, etc., supplied by the other,
and to pay for such services at the fully-allocated direct costs
based on relative use or consumption.
     8.   TAXES:  Lessee shall be required to pay, prior to
delinquency, all taxes levied upon or assessed against the
Demised Premises or its personal property or operations and
activities thereon, and Lessee's proportionate shares of local
real estate taxes and/or Lessee's proportionate share of any
taxes due the Commonwealth of Pennsylvania by virtue of the
Pennsylvania Utility Realty Tax Act on the larger parcel of which
Demised Premises is a part.
     9.   NET LEASE:  All costs, expenses and obligations of
every kind and nature whatsoever, relating to the Demised
Premises but not the portion of the Station other than the
Demised Premised which may arise or become due during the term of
this lease or any renewals hereof, or as a result

                                6

<PAGE>

of Lessee's occupancy, shall be paid by Lessee and Lessee hereby
indemnifies and saves Lessor harmless from and against the same.
It is further understood that except as may separately be agreed
Lessor shall not be required or obligated to furnish any services
or facilities or to make any repairs or alternations in or to the
Demised Premises, or to comply with any notice from the
constituted authorities.  Lessee hereby assumes all of the
responsibilities normally identified with the ownership of the
Demised Premises, such as, but not limited to, responsibility for
the condition of the premises, such as operation, repair,
replacement, maintenance and management of the Demised Premises,
including, without limitation, repairs to the paved areas and
driveways on the Demised Premises.
     10.  NO REPRESENTATINS:  Lessor has leased the Demised
Premises in its present condition without any representations on
the part of the lessor, its officers, employees, servants and/or
agents, except as follows:
          (a)  All taxes levied upon or assessed against the
Demised Premises which may be due or payable prior to the date
hereof have been paid.
          (b)  Except as disclosed in writing to Lessee, there is
no action, suit, investigation or proceeding pending or, to the
knowledge of Lessor threatened, against Lessor before any court
or administrative or governmental body which questions title to
the Station, the right of

                                7

<PAGE>

Lessor, or any assignee of Lessor, to own, operate, lease or sell
the Station, the validity of this Lease or any action taken or to
be taken pursuant hereto.
          (c)  No notice has been received by Lessor from any
governmental authority of any proceeding to condemn, purchase or
otherwise acquire the Station through the power of eminent domain
or otherwise and, to Lessor's knowledge, no such proceeding is
contemplated or threatened.
          (d)  Except as previously disclosed in writing, Lessor
has received no notice of non-compliance with laws, ordinances
and governmental rules and regulations to which it is subject
with respect to the ownership and operation of the Station.
     11.  USE OF PREMISES:    (a) Lessee shall not use or occupy
the premises for any other purpose whatsoever than for the
maintenance and operation of Lessee's facilities in connection
with the production of steam for Lessee's Steam Heating System
and related activities.
          (b)  PLANS:  Lessee shall submit detailed plans to
Lessor showing any proposed improvements or alterations,
including removals.  Lessee shall not commence the construction
or installation of any improvements by - alternations upon the
Demised Premises now or at any future time until Lessee has
received written approval from Lessor of Lessee's plans and
notified Lessor as required in paragraph NO. 29(f).  Such
approval shall not be unreasonably withheld or delayed.  Lessee
shall notify

                                8

<PAGE>

Lessor immediately upon the completion of any approved
construction in order that a final inspection can be made by
Lessor to insure compliance with plans approved by Lessor.
          (c)  RELOCATION OF FACILITIES:  Any relocation of
lessor's facilities, if acceptable to Lessor, to accommodate
Lessee's improvements upon the Demised Premises shall be
performed by Lessor at the sole cost and expense of Lessee.
     12.  MECHANICS' LIENS:  (a)  it is understood that no
materialman, mechanic or contractor shall have the right as a
result of any action by Lessee to file any lien against the
estate of Lessor in the said premises, by reason of any work or
materials furnished to the Demised Premises and in the event that
as a result of any action by Lessee any lien against the estate
of either Lessor or Lessee is filed, Lessee within 15 days
thereof will cause the said lien to be discharged or satisfied or
record or in any other manner, pursuant to Law, removed from the
records so that the same shall not any longer be a lien against
the said premises.  Lessee agrees to hold Lessor harmless and
indemnify Lessor against any and all loss, liability, costs,
damage, counsel fees and expenses suffered or incurred by reason
of any such liens.
          (b)  Lessee further agrees that Lessee will cause the
work to be done in a good and workman like manner and to Lessor's
reasonable satisfaction, and will cause any and

                                9

<PAGE>

all costs and charges in connection therewith to be paid
forthwith upon submission of bills therefor, unless the same is
being contested in good faith.  It is understood that in causing
the said work to be done, Lessee is not acting as the agent of
Lessor but that Lessee shall cause the same to be made for
Lessee's own use in the Demised Premises.
     13.  MAINTENANCE, REMOVAL AND RESTORATION:  (a) Lessee shall
keep and deliver up the Demised Premises in good order and
condition at the end of the term hereof or sooner termination,
reasonable wear and tear excepted.  It is understood and agreed
that, at Lessor's option, any or all said steam facilities and
any alterations and improvements thereto shall be removed by
Lessee at the expiration of this Lease, subject to Lessor's
written approval of plans pursuant to Paragraph 11(b) hereof, in
which event Lessee shall remove the same promptly and shall
restore any part of the premises injured by such removal at
Lessee's sole cost and expense; should Lessee fail to remove the
said improvements Lessor shall have the right to do so at the
sole cost and expense of Lessee which cost and expense Lessee
agrees to pay promptly upon demand.  The above notwithstanding,
Lessee may with the written consent of Lessor, abandon in place
any of the said steam facilities, alterations, and improvements
thereto.
          (b)  Lessee shall have an obligation to operate its
facilities in a manner which does not interfere with or

                                10

<PAGE>

cause direct hazard to the facilities and operations of Lessor.
Lessor shall have the right to repair any of Lessee's steam
facilities which in the opinion of Lessor violates this provision
if reasonable time has been allowed and Lessee has not performed
or if any emergency exists threatening Lessor's equipment or
personnel.  In either case, Lessee agrees to reimburse Lessor for
the cost of any work performed.
          (c)  Lessee agrees that should Lessor sustain any
damages to its facilities or to the premises or adjoining
property of Lessor or be required to expend any monies as a
result of a rupture to Lessee's steam facilities or any other
cause whatsoever resulting from Lessee's occupancy of said
premises to reimburse Lessor, in full, promptly upon demand.
     14.  NOTIFICATION:  (a)  Any formal notification (i.e.,
notice to terminate, extend the term of Lease or to exercise an
option, etc.) given by either party to the other shall be deemed
to have been effected when written notice or other written
statement or document, as the case may be, has been served either
personally upon the other party, or has been deposited in the
United States mail in a postpaid, sealed, return receipt
requested, certified envelope addressed to the other party at its
address (in the case of service upon Lessor):  PHILADELPHIA
ELECTRIC COMPANY, Attention Manager, Real Estate Department, 2301
Market Street, Philadelphia, Pennsylvania 19101, and (in

                                11

<PAGE>

the case of service upon Lessee):  PHILADELPHIA THERMAL
CORPORATION, 2600 Christian Street, Philadelphia, Pennsylvania
19146 or to such address as either party shall designate by
notice in writing to the other.
          (b)  Lessor and Lessee shall share a mutual
responsibility to give prompt, format notification to the other
of any problems, hazards, or changes which may affect the
operations or safety of the parties hereto.
     15.  COMPLIANCE WITH LAWS:  Lessee shall comply with any
requirements of any of the constituted public authorities, and
with the terms of any state or federal statute or local ordinance
or regulation including the National Electrical Safety Code,
applicable to Lessee or its use of the Demised Premises, and save
Lessor harmless from penalties, fines, costs, or damages
resulting from failure so to do.  This Lease and all the terms ,
covenants and conditions hereof are in all respects subject and
subordinate to all zoning laws and ordinances affecting the
Demised Premises.  Lessee agrees to be bound by the same.  Lessor
does not represent or warrant that any Licenses or permits which
may be required for Lessee's use of the premises will be granted.
     With respect to discharges into the Schuylkill River via the
Station river water discharge tunnel, which is a common discharge
conduit for plant facilities or by any other means, Lessor and
Lessee agree that all such

                                12

<PAGE>

discharges shall continue under the Lessor's National Pollution
Discharge Elimination System discharge permit.  Lessor and Lessee
agree that should any discharge occur in violation of that
permit, the party responsible for the violation shall bear all
costs associated therewith, including but not limited to control,
cleanup and remediation of the violation or spill, and any fines,
assessments or penalties assessed therefor.  Lessor and Lessee
agree to cooperate in determining responsibility.  In the event
that responsibility cannot be determined, Lessor and Lessee agree
to share equally all such costs.
     16.  MUTUAL RELEASE:  Each of the parties hereto assumes all
risk of loss, injury or damage to its property, its business and
its business operations from any cause other than the willful
fault of the other party.  Each of the parties hereto releases
the other from any and all liability for any loss, injury or
damage which may be inflicted upon the property, business and
business operations of the releasing party arising from any cause
other than the willful fault of the other party.
     17.  INSURANCE:  Lessee agrees that it shall carry insurance
with limits not less than indicated below, for the duration of
Lessee's occupancy and use of the premises:
          Comprehensive General Liability Insurance
          including Broad Form Contractual Liability
          with a

                                13

<PAGE>

          combined single limit for bodily injury and
          property damage of not less than $10,000,000
          per occurrence.  Such insurance shall name
          the Lessor, its officers, agents and
          employees as additional insured, be primary
          insurance for all purposes and contain cross-
          liability provisions.
     Evidence of the above insurance shall be forwarded to Lessor
and contain a provision that Lessor be notified with at least ten
(10) days prior notice, in the event of cancellation of
insurance.  The amount of insurance required shall from time to
time be revised, commensurate with levels of coverage normally
carried by comparable operations.
     18.  WORKMEN'S COMPENSATION INSURANCE:  In addition to the
above insurance requirements Lessee shall carry all necessary
Workmen's Compensation Insurance on its own employees and shall
furnish Lessor with evidence of any and all such coverage.
     19.  ASSIGNMENT:  Lessee shall not assign or transfer this
Lease nor underlet the said premises without the written consent
of the Lessor first obtained, except to an entity which
simultaneously acquires and is authorized to operate essentially
all the steam system of Lessee.  Any lawful levy, sale, execution
or other legal process or any assignment or sale in bankruptcy,
insolvency or any

                                14

<PAGE>

compulsory procedure, may, at the option of the Lessor, be deemed
and taken to be an assignment within the meaning of this Lease.
     20.  (a)  MAJOR CONDEMNATION:  In the event all of the said
premises should be taken by right of eminent domain, for public
or quasi-public use, or in the event of a partial taking which
effectively prevents the use of the said premises for the
purposes herein, then this lease shall terminate as of the date
possession is required by the condemning authority and all
unearned rent and prepaid charges, if any, shall be refunded to
the Lessee and Lessee shall surrender possession of said premises
to Condemnor.
          (b)  MINOR CONDEMNATION:  In the event of partial
taking which will not prevent the use of the Demised Premises for
the purposes aforesaid, this Lease shall continue in full force
and effect upon the same terms and conditions hereof.
          (c)  AWARD:  If there are not separate awards available
upon any major condemnation for the interests of Lessor and
Lessee, then Lessor and Lessee will cooperate in negotiating with
the condemnor, neither party will execute any settlement without
the consent of the other, and the parties will share the award on
an equitable basis.

                                15

<PAGE>

     21.  COST OF LIVING INCREASE:  Effective with the
commencement date of the Fifth (5th) year of this Lease and every
five (5) years thereafter throughout the initial term or any
renewal or extensions hereof, the annual minimum rent set forth
in Paragraph 6 shall be increased by an amount computed to offset
any net decline in the purchasing power of the dollar, as
reflected in the U.S. Department of Labor Consumer Price Index,
hereinafter referred to as CPI, with a minimum rental increase of
15% for each five (5) year adjustment as more particularly shown
in the following examples:

1.   April 91 = 160%     =    1.185 x $ 98,283 =
     April 86 = 135%          (New Annual Rental) $116,465

          (CPI exceeds 15% minimum increase)

2.   April 96 = 180%     =    1.125
     April 91 = 160%          therefore use (1.15) x $116,465 =
                         (New Annual Rental) $133,935

          (governed by 15% minimum increase)

     AND SO FORTH
all such figures being stated in terms of a basic dollar value
compared to the CPI Index for the same month five (5) years prior
thereto.  These figures will be calculated by Lessor and written
notice will be forwarded by Lessor to Lessee.  If the CPI or a
successor or substitute index is

                                16

<PAGE>

not available, a reliable governmental or other non-partisan
publication evaluating the information therefore used in
determining the CPI shall be used.  In no event, however, shall
the provisions of this paragraph be construed to reduce the
increase in rental hereunder to an amount less than 15% above the
rental calculated five (5) years prior thereto.
     Payments of adjusted hereunder shall be made to Lessor
within ten (10) days after the date of notification said
increases are due in accordance with Lessor's calculations.
     22.  COST:  Throughout this lease agreement, "cost" shall be
understood to compromise all applicable components thereof set
forth in Exhibit "D4" attached hereto.
     23.  NOTICE AND GRACE PERIODS:
          (a)  Subject to subparagraphs (b) below, Lessor shall
not exercise any right or remedy provided for in this lease
because of any default of Lessee unless Lessor shall have first
given Lessee written notice of the default sent by Registered
Mail, specifying the nature and extent of it, and (I) in the
event of a monetary default, Lessee shall have failed to pay the
outstanding sums within a period of thirty calendar days after
the date of Lessor's notice of default or (ii) in the event of a
non-monetary default, Lessee shall have failed within a period of
thirty days

                                17

<PAGE>

after the date of Lessor's notice of default to begin correcting
the non-monetary default, and to proceed diligently with its
efforts to cure the default until it shall be fully cured.
          (b)  Notwithstanding anything to the contrary in this
Lease, Lessor shall be permitted to make any payment which Lessee
shall be permitted to make any payment which Lessee should have
paid, or perform any act which Lessee should have performed,
without giving any such notice or allowing any part of the grace
period, if Lessor determines, in its sole judgment, that by
reason of default (I) the Station may be jeopardized; (ii) there
is a serious potential for significant injury to persons or
property on or in the vicinity of the Station; (iii) there is
material interference with Lessor's operations on the Station.
     24.  LESSOR'S RIGHT TO CURE:  Subject to the notice and
grace periods provided in Paragraph 23 above, if Lessee shall be
in default in the performance of any of its obligations under
this Lease, Lessor may (but shall not be obligated to do so) cure
such default on behalf of Lessee, and Lessee shall reimburse
lessor upon demand for all costs incurred by Lessor in curing
such default, together with interest thereon at the prime rate of
interest per annum publicly announced from time to time by First
Pennsylvania Bank, National Association, or its successor,

                                18

<PAGE>

which costs and interest thereon shall be deemed to be additional
rent under this Lease.
     25.  NON-WAIVER:
          (a)  Neither a failure by the Lessor to exercise any of
its operations hereunder, nor failure to enforce its right or
seek its remedies upon any default, nor the acceptance by the
Lessor of any rent accruing before or after any default, shall
effect or constitute a waiver of the Lessor's rights to exercise
such option, to enforce such right, or seek such remedy with
respect to that default or to any prior or subsequent default.
The remedies provided in this Lease shall be cumulative and the
exercise of one shall not in any way abridge, modify or preclude
any other rights or remedies to which Lessor may be entitled
either at law or in equity.
          (b)  Neither a failure by the Lessee to exercise any of
its options hereunder, nor failure to enforce its right or seek
its remedies upon any default shall effect or constitute a waiver
of the Lessee's rights to exercise such option, to enforce such
right, or seek such remedy with respect to that default or to any
prior or subsequent default.  The remedies of Lessee shall be
cumulative and the exercise of one shall not in any way abridge,
modify or preclude any other rights or remedies to which Lessee
may be entitled either at law or in equity.

                                19

<PAGE>

     26.  QUIET ENJOYMENT:  If the Lessee pays the rent it is
obligated hereunder to pay, and observes all other terms,
covenants and conditions hereof, it may peaceably and quietly
have, hold and enjoy the Demised Premises during the term of this
Lease, subject, however, to all the conditions of this Lease.
Failure by Lessor to comply with the foregoing covenant shall
give Lessee the right to cancel or terminate this Lease, provided
Lessee gives Lessor notice of disruption of its quiet enjoyment
and gives Lessor thirty (30) days to effect a cure, or in the
event more than thirty (30) days are required, then Lessor shall
begin within thirty (30) days.  The foregoing right of
termination shall not be deemed to exclude any remedies available
to Lessee at law or in equity.
     27.  WAIVER AND DISTRAINT:  :Lessee hereby waives all right
to the benefit of all laws now made or hereafter to be made
exempting its personal property from levy and sale for arrears of
rent, and hereby agrees that all of its personal property on said
premises shall be liable to distress and sale for rent, and that
all of its personal property, if removed therefrom, shall for
thirty (30) after removal, be liable to distress and may be
distrained and sold for said rent in arrears.
     28.  EJECTMENT:  In the event that Lessee (i) fails to pay
any sum of money due Lessor for any reason hereunder,

                                20

<PAGE>

or (ii) takes any action which violates the provisions of
paragraph 13(b) hereof, and in the further event that any such
action has not been cured within the grace period following
notice as specified in paragraph 23 hereof, then this Lease shall
at Lessor's discretion thereupon cease and absolutely determine.
No such termination of this Lease, nor taking or recovering
possession of the premises, shall deprive Lessor of any other
action against Lessee for possession, for rent or for damages,
nor shall any distress or suit for rent or damages prevent Lessor
from proceeding to recover possession on a breach of any of the
terms or conditions hereof.
     29.  ADDITION CONDITIONS:  (a)  It is understood by the
parties hereto that the business of the Lessor involves, among
other things, the construction, installation, maintenance,
operation, and use of structures, fixtures, facilities and
instrumentalities with appurtenances, now or which may hereafter
be erected or installed on the Demised Premises, or property
adjacent thereto, which are used or useful in connection with the
generation, conversion, transmission or distribution of
electricity.  The Lessee covenants and agrees (as a specific
condition of this Lease) that Lessee and Lessee's agents,
employees, invitees, and others will not, under any circumstances
whatsoever, touch, handle, tamper with or

                                21

<PAGE>

contact, directly or indirectly any of the said structures,
fixtures, facilities and instrumentalities of the Lessor and
Lessee further covenants and agrees that Lessor shall not be held
responsible for and Lessor is hereby especially relieved from all
liability by reason of injury or damage of any nature whatsoever
to Lessee or to its agents, employees, invitees, customers and
others who are on the premises under, through or by the authority
of the Lessee, or other property in, upon or about the Demised
Premises.
          (b)  The Lessor covenants and agrees (as a specific
condition of this Lease) that Lessor and Lessor's agents,
employees, invitees, and others will not under any circumstances
whatsoever, touch, handle, tamper with or contact, directly or
indirectly any of the structures, fixtures, facilities and
instrumentalities of the Lessee and Lessor further covenants and
agrees that Lessee shall not be held responsible for and Lessee
is hereby especially relieved from all liability by reason of
injury or damage of any nature whatsoever to Lessor or to its
aents, employees, invitees, customers and others who are on the
Demised Premises under, through or by the authority of Lessor.
          (c)  This Lease is under and subject to the right of
Lessor, its successors and assigns, at any time hereafter to
erect, construct, install, operate, maintain, renew, add

                                22

<PAGE>

to, relocate, and remove facilities, and grant easements on, over
and under the Demised Premises as necessary for the performance
of its corporate business and Lessor reserves the right of
continuous access to and from its facilities located upon said
premises and those adjacent thereto.  In exercising these rights,
Lessor will endeavor to cooperate with Lessee so as to minimize
interference with Lessee's operations to the extent possible.
          (d)  Neither Lessor nor Lessee shall use or keep
explosives in any form on the premises without prior notice to
and permission of the other.
          (e)  In the event it should be deemed necessary to
Lessor to take precautionary measures based on Lessee's use of
the Demised Premises such as, but not limited to relocating its
facilities, supplying safety inspectors to insure that any work
performed is done in a safe and proper manner, or de-energizing
conductors due to the rental, removal, or maintenance of Lessee's
improvements, then Lessee shall pay for the cost of any such
measures taken by Lessor, it being understood and agreed that
this shall, in no way, relieve Lessee from any liability in
connection with this Lease.
          (f)  Prior to the commencement of any proposed
improvements or alteration, Lessee shall contact Lessor's
Superintendent of Schuylkill Station to make arrangements

                                23

<PAGE>

with Lessor's representatives to review Lessee's plans and
determine what precautionary measures are required.  Lessee shall
again contact Lessor as hereinabove required as notice that work
is to commence and to confirm previously made precautionary
measures and other arrangements.  Prior approval of Lessee's
plans by Lessor does not constitute notice to or approval by
Lessor for Lessee to commence work on Lessor's property.  Lessee
agrees that absolutely no work shall begin on Lessor's property,
initially or at any future time, unless Lessee has made proper
arrangements and given the required notice.
          (g)  All work on the premises shall be performed in
accordance with accepted engineering practices including, if
necessary, the bonding and/or grounding of Lessee's improvements
if required by Lessor pursuant to its review and approval of
plans, as herein provided, to eliminate the effects of induced
voltage.
     30.  SUBORDINATION TO CORPORATE MORTGAGE:  Lessee shall
subordinate this Lease to the lien of the First and Refunding
Mortgage dated May 1, 1923, of the Counties Gas and Electric
Company (to which Philadelphia Electric Company is successor) to
Fidelity Trust Company, (to which Fidelity Bank, National
Association, is successor) as the same has been heretofore and
may hereafter be amended and supplemented, and to the lien of any
mortgage which may

                                24

<PAGE>

hereafter be placed upon the demised premises, without the
necessity of any further instrument or act on the part of the
Lessee to effectuate such subordination, provided that the holder
of any such mortgage shall execute and deliver a non-disturbance
agreement with Lessee in substantially the form attached hereto
as Exhibit "D5".
     31.  INVALIDITY OF PARTICULAR PROVISIONS:  If any term or
provision of this Lease or the application thereof to any person
or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of
such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not
be affected thereby and each term and provision of this lease
shall be valid and be enforced to the fullest extent permitted by
law.
     32.  CONSENTS:  Lessor and Lessee understand and agree that
it will be necessary for both parties hereto to gain access to
certain areas under the control of the other party, from time to
time (i.e. access, use of railroad sidings, parking areas,
delivery of fuel, etc.) and both the Lessor and Lessee hereby
agree that whenever the consent of party hereto is required such
consent shall not be unreasonably withheld or used to extract any
concessions from the requesting party.

                                25

<PAGE>

     33.  RELATIONSHIP OF THE PARTIES:  It is the intention of
the parties hereto to create the relationship of Lessor and
Lessee, and no other relationship whatsoever, and nothing herein
shall be construed to make the parties hereto liable for any of
the debts, liabilities or obligations of the other party by
reason of this Lease.
     34.  CAPTIONS:  The captions of this lease are for
convenience only and shall not be construed as defining or
limiting in any way the scope or intent of the provision hereof.
     35.  AMENDMENT:  Except as herein otherwise provided, no
subsequent alteration, amendment, change or addition to this
Lease shall be binding upon Lessor or Lessee unless reduced to
writing and signed by the parties hereto.
     36.  SUCCESSORS AND ASSIGNS:  The parties hereto further
agree, subject to the provisions aforesaid, that the covenants
and agreements herein contained shall inure to the benefit of and
be binding upon the successors and assigns of the parties hereto,
respectively.
     37.  LEASEBACK OF PORTION OF A-2 BUILDING:  Lessee hereby
leases to Lessor and Lessor hereby takes and hires from Lessee
the portion ("Leaseback Space") shaded on attached Exhibit "D6"
of the building identified on Exhibit "D2" as the A-2 Building,
for a term commencing on the date

                                26

<PAGE>

hereof and expiring on the termination of this Lease, for rent
for the entire term of $1, receipt whereof is hereby
acknowledged.  Lessor in its capacity as tenant hereunder will
perform all maintenance which it desires to have performed in the
Leaseback Space at its own expense, and Lessee in its capacity as
landlord hereunder will have no responsibility therefor.  If in
the opinion of Lessor Lessee takes any action inconsistent with
this leaseback or with Lessor's use of and access to the
Leaseback Space, then Lessor shall have all remedies hereunder
including specifically those of paragraph 13(b) hereof.
     IN WITNESS WHEREOF, .Lessor and Lessee have caused this
agreement to be executed the day and year first above written.
                              PHILADELPHIA ELECTRIC COMPANY

Attest: /s/                        By: /s/ R. Holman
                                           Vice President

                              PHILADELPHIA THERMAL CORPORATION


Attest: /s/                        By: /s/
                                           Vice President

<PAGE>

                           Exhibit D2
                Diagram and Legal Description of
                 Leased Land, Schuylkill Station


<PAGE>

                           Exhibit D3
                   Leased Space, A-1 Building
                       Schuylkill Station


<PAGE>

                           Exhibit D4
                       Components of Cost


     The following components shall be included in the charges
computed under Article 22 of the Schuylkill Station Lease
Agreement.

          Direct Costs

               Labor - hours worked at PECo hourly charge rate
               Material
               Transportation
               Contract Services

          Overheads

               Administration and General - 25% additive to
               labor, material, transportation and contract
               services.  (This includes pensions and benefits,
               indirect labor and supervision and other indirect
               costs normally charged to Administrative and
               General Accounts).

<PAGE>

                           Exhibit D5
                    Non-Disturbance Agreement


     THIS NON-DISTURBANCE AGREEMENT, dated the _____ day of
__________, A.D. 19__, between and among PHILADELPHIA ELECTRIC
COMPANY, hereinafter called Owner; FIDELITY BANK, NATIONAL
ASSOCIATION, hereinafter called Trustee and PHILADELPHIA THERMAL
CORPORATION, hereinafter called Tenant.

                           WITNESSETH:
     WHEREAS, Owner has leased to Tenant property situated on the
northwest side of Grays Ferry Avenue in the Thirteenth Ward of
the City of Philadelphia, Pennsylvania, containing 303,347 square
feet, more or less, hereinafter called "Premises", as more
particularly set forth in a Lease Agreement between Owner and
Tenant dated __________, 19__; and
     WHEREAS, Trustee has a first lien on said premises by virtue
of the First and Refunding Mortgage (Mortgage) dated May 1, 1923,
of the Counties Gas and Electric Company, to which Owner is
successor, to Fidelity Trust Company, to which Trustee is
successor, to which said lease is subordinate; and
     WHEREAS, Tenant desires to be assured of continued occupancy
of such premises under the terms of said lease and subject to the
terms of the Mortgage;

                                1

<PAGE>

     NOW, THEREFORE, in consideration of the sum of ONE HUNDRED
DOLLARS ($100.00) paid by Tenant to Owner, the receipt of which
is hereby acknowledged (which sum shall be deposited by Owner
with Trustee), the parties intending to be legally bound agree as
follows:
     1.   Said lease is and shall be subject and subordinate to
the Mortgage insofar as the Mortgage affects the property of
which the said premises form a part and to any advances,
renewals, extensions, replacement, modifications, consolidations
or supplements thereto.
     2.   In the event it should become necessary to foreclose
the Mortgage during the term of said lease, Trustee shall
foreclose said Mortgage subject to Tenant's lease and in the
event Trustee comes into possession as a result of a foreclosure
sale during the term of said lease, Trustee shall recognize said
lease as being in full force, so long as Tenant is not in default
under any of the terms, covenants and conditions of said lease.
     3.   In the event that Trustee shall, in according with the
foregoing, succeed to the interest of Owner under said lease,
Tenant and Trustee agree to be bound to one another under all of
the terms, covenants and conditions of said lease and Trustee and
Tenant shall, from and after such event, have the same remedies
against one another for the breach of an agreement contained in
the lease that Owner

                                2

<PAGE>

and Tenant might have had under the lease against one
another if Trustee had not succeeded to the interest of Owner,
provided however, that Trustee shall not be;
          a.   liable for any act or omission of Owner; or
          b.   subject to any defenses or right of offset which
               Tenant might have against Owner;
          c.   bound by any rent or additional rent which Tenant
               might have paid for more than the current month to
               Owner;
          d.   bound by any agreement or modification of the
               Lease made without Trustee's consent.
     4.   Although the foregoing provisions of this Agreement
shall be self-operative , Tenant agrees to execute and deliver to
Trustee or to any person to whom Tenant herein agrees to attorn,
such other instrument or instruments as Trustee or such other
person shall from time to time request in order to confirm said
provisions.
     5.   This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their successors and assigns
and without limiting such, it is expressly understood that all
references herein to Trustee shall be deemed to include also any
subsequent holder of the mortgage and/or any other persons
succeeding to title to the premises encumbered by the mortgage,
or any part

                                3

<PAGE>

thereof, whether by virtue of foregoing of foreclosure, or sale
or transfer in lieu of foreclosure, or pursuant to the exercise
of any rights and remedies under the mortgage, or otherwise.
     6.   This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
     IN WITNESS WHEREOF, the parties hereto have executed these
presents the day and year first above written.

                               PHILADELPHIA ELECTRIC COMPANY
ATTEST:

                               By:
      Secretary                  Vice President


                               FIDELITY BANK,
                               NATIONAL ASSOCIATION
ATTEST:

                               By:
      Secretary                  President


                               PHILADELPHIA THERMAL CORPORATION
ATTEST:

                               By:
      Secretary                  President

                                5

<PAGE>

COMMONWEALTH OF PENNSYLVANIA    :
                                     :    SS.
COUNTY OF PHILADELPHIA          :


     On the _____ day of __________, 19__, before me, the
subscriber, a Notary Public in and for the Commonwealth and
County aforesaid, personally appeared _______________, who
acknowledged himself/herself to be the _____ President of
PHILADELPHIA ELECTRIC COMPANY, a corporation, and that he/she, as
such officer, being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing the name
of the corporation by himself/herself as such officer, and
desired that the same instrument be recorded as such.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal the day and year aforesaid.



                                        Notary Public

                                        My Commission Expires



COMMONWEALTH OF PENNSYLVANIA    :
                                     :    SS.
COUNTY OF PHILADELPHIA          :


     On the _____ day of __________, 19__, before me, the
subscriber, a Notary Public in and for the Commonwealth and
County aforesaid, personally appeared _______________, who
acknowledged himself/herself to be the _____ President of
PHILADELPHIA THERMAL CORPORATION, a corporation, and that he/she,
as such officer, being authorized to do so, executed the
foregoing instrument for the purposes therein contained by
signing the name of the corporation by himself/herself as such
officer, and desired that the same instrument be recorded as
such.

     IN WITNESS WHEREOF, I have hereunto set my hand and official
seal the day and year aforesaid.



                                        Notary Public

                                        My Commission Expires

                                5

<PAGE>

STATE OF PENNSYLVANIA :
                           :    SS.
COUNTY OF PHILADELPHIA:


     I, the undersigned, a Notary Public in and for the County
and State aforesaid, DO HEREBY CERTIFY, that _______________
personally known to me to be a Vice President of the Fidelity
Bank, National Association, and _______________ personally known
to me to be an Assistant Secretary of said corporation, and
personally known to me to be the same persons whose names are
subscribed to the foregoing instrument, appeared before me this
day in person and severally acknowledged that as such Vice
President and Assistant Secretary, they signed and delivered the
said instrument and caused the corporate seal of said corporation
to be affixed thereto, pursuant to authority given by the Board
of Directors of said corporation, as their free and voluntary
act, and as the free and voluntary act and deed of said
corporation, for the uses and purposes therein set forth.

Given under my hand and official seal, the _____ day of
__________, 19__.  Commission expires ______________, 19__.

Notary Public

                                6

<PAGE>

                           Exhibit D6
                Diagram and Legal Description of
                  Leaseback Space, A-2 Building
                       Schuylkill Station


<PAGE>

                   EXHIBIT E to the SITE LEASE

                 DOCK FACILITY SERVICE AGREEMENT

<PAGE>
                 DOCK FACILITY SERVICE AGREEMENT

     This Dock Facility Service Agreement ("Agreement") is made
as of the 11th day of November, 1991, by and among Philadelphia
Thermal Development Corporation, a Pennsylvania Corporation
("PTDC"), Philadelphia Thermal Energy Corporation, a Pennsylvania
corporation ("PTEC") and Grays Ferry Cogeneration Partnership, a
Pennsylvania joint venture partnership ("GFCP").

                           BACKGROUND

     PTDC is the current owner of certain lands situated at 2900-
2960 and 2901-2953 Alter Street, 2900-2944 Peltz Street and 2929
Ellsworth Street, Philadelphia, Pennsylvania (collectively, the
"Land"), including, without limitation, (a) all of the buildings
and improvements erected on the Land (together with the Land, the
"Real Property"), and (b) the dock located on the Schuylkill
River adjacent to the Land, together with the facilities,
machinery and equipment appurtenant to such dock or used in
connection with the interconnection and forwarding of oil into
the existing piping system that connects the dock with oil
storage facilities located at PTEC's Schuylkill Station
(collectively, the "Dock").
     PTEC and PTDC are parties to a Dock Facility Service
Agreement dated October 8, 1990 ("PTEC/PTDC Agreement") pursuant
to which PTDC agreed to provide certain services to PTEC in
connection with the receipt, delivery and storage of oil.  The
PTEC/PTDC Agreement expires by its terms on October 8, 1997,

<PAGE>

whereupon PTEC has the right to acquire from PTDC the Dock and,
under certain conditions, the Real Property.
     PTEC and GFCP are parties to a Site Lease of even date
herewith ("Site Lease"), pursuant to which PTEC has leased to
GFCP a portion of PTEC's building located at Schuylkill Station,
2600 Christian Street, Philadelphia, Pennsylvania.  GFCP intends
to install a cogeneration facility ("Cogeneration Facility") in
the leased portion of Schuylkill Station, and to burn No. 2 oil
and/or No. 6 oil to produce steam and electricity.  GFCP will
utilize the existing piping system owned by PTDC to transport No.
6 oil from the Dock to the Cogeneration Facility.  GFCP further
intends to install all piping and related equipment necessary to
transport GFCP's No. 2 oil from the Dock to the Cogeneration
Facility.
     PTDC, PTEC and GFCP now desire to enter into this Agreement
to document their relationship regarding the receipt of oil at
the Dock, the transportation of oil from the Dock to a designated
storage tank at Schuylkill Station, the storage of oil by PTDC on
behalf of GFCP, and certain other rights and obligations of the
parties with respect to this arrangement.  Accordingly, in
consideration of the mutual promises contained herein and
intending to be legally bound hereby, the parties hereto agree as
follows:
     1.   Definition.  In addition to the terms defined elsewhere
in this Agreement, the following terms shall have the following
meanings:
          (a)  The term "Barrel" shall mean forty-two (42)

                                2

<PAGE>

U.S. gallons, corrected to sixty (60) degrees Fahrenheit.
          (b)  The term "Force Majeure" shall mean acts of God,
acts of any governmental body, whether civil or military, foreign
or domestic, acts of a public enemty, riots, strikes, labor
disputes, all perils and accidents on the seas or other waters,
fires, explosions, floods, other casualties, breakdown of or
damage to production or transportation facilities, embargoes or
any cause whatsoever beyond the control of the party to whom the
term is being applied.
          (c)  The term "GFCP Piping System" means the piping
system and related machinery and equipment necessary or
appropriate to transport No. 2 oil (i) from the Dock to the GFCP
Tank, or (ii) from the Storage Tanks to the Cogeneration
Facility.
          (d)  The term "GFCP Product" shall mean Product to be
purchased by GFCP.
          (e)  The term "GFCP Tank" shall mean the 500,000 gallon
oil storage tank owned by PTEC in Schuylkill Station.
          (f)  The term "Index" shall mean the Consumer Price
Index for Fuel and Other Utilities (1982-1984=100) issued for the
Philadelphia region from time to time by the Federal Bureau of
Labor Statistics ("BLS") or any successor agency that shall issue
the Index, or any other measure hereafter employed by the BLS or
any successor agency in lieu of the Index.
          (g)  The term "All Items Index" shall mean the Consumer
Price Index for All Items (1982-1984=100) issued for the
Philadelphia region from time to time by the BLS or any successor

                                3

<PAGE>

agency that shall issue the All Items Index, or any other measure
hereafter employed by the BLS or any other measure hereafter
employed by the BLS or any successor agency in lieu of the All
Items Index.
          (h)  The term "Product" shall mean fuel oil with
quality characteristics falling within the limits set forth in
the Fuel Oil Specifications for No. 2 oil and No. 6 oil attached
hereto as Exhibit "A" and made a part hereof, as modified by
mutual agreement of PTDC and GFCP from time to time.
          (i)  The term "PTEC Product" shall mean Product to be
purchased by PTEC for use by PTEC or by Philadelphia Electric
Company.
          (j)  The term "Storage Tanks" shall mean the tanks
located on the Real Property which may be used to store GFCP
Product.
     2.   Procedure for Receipt and Delivery of Product by PTDC.
          (a)  Procedure for Receipt of Product.  PTDC agrees to
make berth space at the Dock available for barges delivering GFCP
Product, no later than twenty-four (24) hours after the arrival
at the Dock of any barge carrying GFCP Product.  Barges shall be
given priority in the order needed to maintain optimal steam
production in accordance with the Steam Purchase Agreement
between PTEC and GFCP of even date herewith.  GFCP shall give
PTDC notice by telephone of (i) scheduled arrival of GFCP Product
at the Dock at least forty-eight (48) hours prior to such
arrival, with such notice to include the name and specifications
of the barge, the quantity and specifications of the arriving
GFCP Product to be unloaded, and the expected day and hour of

                                4

<PAGE>

such arrival; (ii) such confirmation of the time of such arrival
not more than eighteen (18) hours and not less than twelve (12)
hours prior to such arrival; (iii) readiness of the barge to
discharge, and (iv) either that GFCP is ready to accept GFCP
Product upon such arrival for transmission to the GFCP Tank
through the GFCP Piping System, or that the GFCP Product is to be
stored in the Storage Tanks (if available pursuant to Section 3
hereof) on behalf of GFCP ( collectively, the "Notice
Requirements").  PTDC agrees that PTDC shall be responsible for
any demurrage charges arising from any delay caused by PTDC in
the receipt of GFCP Product and its delivery into the GFCP Piping
System or Storage Tanks (as the case may be) beyond the twenty-
four (24) hour period specified in the first sentence of this
Paragraph 2(a), provided that GFCP has fulfilled all of the
Notice Requirements.  In the event that the berth time for any
barge shall exceed (20) hours for any reason other than the
negligence of PTDC or a default by PTDC under this Agreement,
PTDC may, in its discretion, (A) permit the barge to continue to
lie at berth, provided, however, that PTDC shall not be
responsible for any demurrage charges by or on behalf of any
vessel or vessels delayed beyond such twenty (20) hour period or
(B) require GFCP to cause the barge to leave the Dock.
          (b)  Title to Product.  The parties agree that GFCP
shall at all times have title to and ownership of all GFCP
Product delivered at the Dock on behalf of GFCP from the point
the Product enters the discharge flange on the barge.  GFCP shall
indemnify, defend and hold PTDC harmless from and against any and

                                5

<PAGE>

all causes of action, damages, liabilities, costs and expenses
arising out of a claim of title to or ownership of any Product
delivered to the Dock on behalf of GFCP.
          (c)  Delivery of Product to GFCP.  PTDC shall receive
at the Dock and implement the interconnection and forwarding into
the GFCP Piping System of all GFCP Product; provided, however,
that (i) PTDC shall have no obligation to handle any lines, make
any hose connections or perform any related services on board any
barge in connection with the delivery of GFCP Product to GFCP,
and (ii) at GFCP's request (made in accordance with Paragraph
2(a) hereof), PTDC shall store GFCP Product in the Storage Tanks
(if available pursuant to Section 3) and implement the forwarding
and interconnection of such stored GFCP Product into the GFCP
within twenty-four (24) hours after GFCP's request (which may be
made by telephone) to do so.  Barge unloading at the Dock shall
be by PTDC personnel assisted by barge company personnel and/or
personnel supplied by the contract operator of the Cogeneration
Facility ("Operator").  Operator personnel shall be responsible
for, and coordinate with PTDC personnel, barge unloading to
ensure safe operation of the Schuylkill Station fuel oil systems,
including monitoring of tank levels.  Upon completion of barge
unloading, GFCP may request that the pipeline be flushed.  All
flush oil utilized to flush lines after GFCP Product is delivered
shall be accounted for as a delivery to GFCP into the GFCP No. 6
oil system of Schuylkill Station.
          (d)  Standard of Care.  PTDC agrees to exercise the
established industry standards of care in receiving, handling and

                                6

<PAGE>

storing GFCP Product; product, however, that PTDC shall have no
liability for any claims, causes of action, liabilities, damages,
costs or expenses which, as a result of Force Majeure, could not
have been avoided by the exercise of such care.
          (e)  Regulatory Requirements.  PTDC represents and
warrants to GFCP that the Dock and the Storage Tanks (if
available) shall be maintained and operated by PTDC in accordance
with all applicable laws, statutes, ordinances, rules and
regulations.
          (f)  Pollution.  In the event that GFCP Product is
discharged upon or beneath the Dock, or upon or beneath any
waters or land, GFCP shall indemnify, defend and hold PTDC
harmless from and against any and all claims, causes of action,
damages, liabilities, costs and expenses arising out of such
discharge, unless such discharge was caused by the negligence of
PTDC or PTDC's failure to fulfill its obligations under this
Agreement.  In the event of any such discharge, PTDC shall
promptly notify PTDC's Fuels Section Dispatcher and take
reasonable measures to effectuate containment or removal of the
GFCP Product.  Any such measures taken by PTDC shall be at the
sole cost and expenses of GFCP unless the discharge was caused by
PTDC's failure to fulfill its obligations under this Agreement.
     3.   Storage Tanks.  PTDC has advised GFCP that the Storage
Tanks sold or leased on a long-term basis to one or more buyers
or lessees.  So long as PTDC or PTEC owns the Storage Tanks and
has available unleased capacity therein, GFCP shall be entitled
to store GFCP Product in the available Storage Tanks on

                                7

<PAGE>

the terms set forth herein.  Nothing contained herein, however,
shall in any way limit PTDC or PTEC from selling or leasing the
Storage Tanks, and GFCP shall not be entitled to any damages or
other remedies of any kind if the Storage Tanks are unavailable
at any time or from tie to time for GFCP use because of such sale
or lease.
     4.   Installation and Maintenance Obligations.
          (a)  GFCP shall, at GFCP's expense, construct, install
and interconnect the GFCP and acquire all permits, easements and
rights of way necessary for the GFCP Piping System.  Any
easements or rights of way required from PTDC shall be at no
additional charge to GFCP.
          (b)  PTDC shall maintain and repair the Dock and the
Storage Tanks so as to keep the same in good operating condition
throughout the term of this Agreement, and so as to permit barges
carrying GFCP Product to arrive at the Dock, discharge GFCP
Product, and depart in an orderly manner and in accordance with
the terms of this Agreement.  GFCP shall maintain, repair and
replace he GFCP Piping System .
     5.   Charges Payable by GFCP.
          (a)  Operating Charge.  In consideration of PTDC's
performance of its obligations under this Agreement, GFCP agrees
to pay to PTDC (i) through October 31, 1997, GFCP's Proportional
Share (as defined below) of PTDC's estimated operating costs
("Estimated Operating Charge") with respect to the Real Property
and Dock (collectively, the "Facility") which shall consist of
the following items (collectively, "Costs"):  (A) utility

                                8

<PAGE>

services consumed in connection with the Facility, (B) operation,
maintenance and repair of the Facility, (C) demurrage,
interconnecting and forwarding and inspection charges associated
with GFCP Product, (D) insurance and taxes related to the
Facility, and (E) principal and interest due (amortized over
fifteen (15) years in accordance with the amortized over fifteen
(15) years in accordance with the amortization table attached as
Exhibit "C") on that certain loan in the amount of $2,850,000
from Fidelity Bank, National Association ("Fidelity") to PTDC,
evidenced by that certain Mortgage Note, dated October 8, 1990,
executed by PTDC in favor of Fidelity, (ii) for the period
beginning November 1, 1997 and ending December 31, 1998, $.50 per
barrel of GFCP Product received at the Dock ("Base Operating
Charge"), and (iii) for any calendar year thereafter, a sum equal
to the product of the Base Operating Charge during the prior
calendar year multiplied by a fraction (not less than one), the
numerator of which shall equal the All Items Index for one prior
Numerator Year (hereinafter defined in Section 5(e)(ii) below)
and the denominator of which shall equal the All Items Index for
November of the calendar year prior to the Numerator Year.  The
Estimated Operating Charge shall be based on a calendar year
operating budget ("Budget") for the Costs to be submitted by PTDC
to GFCP on January 1 of each calendar year this Agreement is in
effect (except that the Budget for the first calendar year this
Agreement is in effect shall be submitted by PTDC to GFCP on the
date hereof).
     (b)  Proportional Share.  GFCP's Proportional Share of the
Costs shall be determined annually based on the relative

                                9

<PAGE>

projected annual Product to be handled by PTDC on behalf of GFCP
in relation to the projected annual Project to be handled by PTDC
on behalf of PTEC.  GFCP and PTEC shall each provide one another
and PTDC with estimated Project Projections no later than thirty
(30) days before the Commencement Date and thirty (30) days
before the Commencement Date and thirty (30) days before each
anniversary of the Commencement Date of this Lease, and GFCP's
Proportional Share shall be determined by PTDC based on the
amount of projected GFCP Product in relation to the amount of
projected PTEC Product.  Within thirty (30) days following each
anniversary of the Commencement Date, the actual Product usage of
GFCP and PTEC for the previous twelve (12) month period shall be
determined by PTDC, and PTEC and GFCP shall thereafter, within
thirty (30) days following receipt of PTDC's determination, make
appropriate adjustments to reconcile any discrepancy between the
amounts paid by each of them based estimated usage and the amount
actually used by each of them.
          (c)  Monthly Payments.  On the first day of each
calendar month during the portion of the term of this Agreement
prior to October 31, 1997, GFCP shall pay to PTDC, in advance,
one-twelfth (1/12) of GFCP's Proportional Share of the Estimated
Operating Charge ("Estimated Monthly Operating Payment").
Thereafter, during the term of this Agreement, GFCP shall pay to
PTDC or its successor in interest, as applicable, the Base
Operating Charge, as adjusted pursuant to Section 5(a) above
within thirty (30) days after receipt of a bill therefor ("Billed
Monthly Operating Payment", and together with each Estimated
Monthly Operating Payment, each, a "Monthly Operating Payment").

                                10

<PAGE>

If the date hereof is not the first day of a calendar month,
GFCP' payment of the Monthly Operating Payment for the fractional
month between the date hereof and the first day of the first full
calendar month in the term of this Agreement shall be prorated on
a per diem basis (calculated on a thirty (30) day month).
          (d)  Monthly Adjustments to Estimated Operating Charge.
Following the end of each calendar month during the portion of
the term of this Agreement prior to October 31, 1997, PTDC shall
furnish to GFCP a written statement ("Adjustment Statement")
showing the actual Costs for a specified period prior to the date
of such Adjustment Statement, which Costs have not been verified
in any previous Adjustment Statement ("Actual Operating Charge").
If GFCP's Proportional Share of the Actual Operating Charge
exceeds GFCP's payment with respect to the period covered by the
Adjustment Statement, GFCP shall pay to PTDC the deficiency
("Deficiency Payment") within ten (10) days after the date of the
furnishing of the Adjustment Statement from PTDC.  If GFCP's
Monthly Operating Payment exceeds GFCP's Proportional Share of
the Estimated Operating Charges for the balance of the term of
this Agreement, PTDC shall refund to GFCP the amount of such
excess.

                                11

<PAGE>

          (e)  Monthly Storage Fees.
               (i)  Determination of Storage Fee.  In addition to
the Monthly Operating Payments and Deficiency Payments paid by
GFCP to PTDC under this Agreemet, GFCP shall pay PTDC a monthly
charge obtained by multiplying the Base Storage Charge
(hereinafter defined) by each barrel of GFCP Product stored by
PTDC in the Storage Tanks ("Storage Fee").  The Base Storage
Charge for the calendar year 1991 shall be agreed to within ten
(10) days after the date of the Agreement, and the Base Storage
Charge for each subsequent calendar year of the term of this
Agreement shall be agreed to by the parties prior to January 1,
of each such calendar year.  The Base Storage Charge shall be
consistent with the market commercial rate for storing fuel oil
in the City of Philadelphia ("Industry Rate"), and if the parties
do not agree upon the Base Storage Charge for any calendar year,
either party apply to the American Arbitration Association (in
Philadelphia) for a determination of the Industry Rate, which,
when determined by arbitration, shall be binding upon the parties
(and a judgment with respect to such determination may be entered
by a court of competent jurisdiction) as the Base Storage Charge
for the calendar year in question.  Each party hereby consents to
arbitration of the Industry Rate and Base Storage Charge as
aforesaid, and agrees to pay one-half of the cost of any such
arbitration proceeding.  The Base Storage Charge shall be
prorated (based on the number of days in the calendar month in
question) as applied to any Barrels of GFCP Product which are
stored in the Storage Tanks for a portion of a calendar month.

                                12

<PAGE>

               (ii) Maximum Base Storage Charge.  Notwithstanding
anything to the contrary set forth in this Paragraph 5(d), in no
event shall the Base Storage Charge exceed (A) $.50 for calendar
year 1991, or (B) for any calendar year thereafter, a sum equal
to the product of the Base Storage Charge during the prior
calendar year multiplied by a fraction (not less than one), the
numerator of which shall equal the Index for November of the
prior calendar year ("Numerator Year"), and the denominator of
which shall equal the Index for November of the calendar year
prior to the Numerator Year.
            (iii)  Method of Payment.  All Storage Fees shall be
billed by PTDC and paid by GFCP fifteen (15) days after receipt
of each monthly invoice.
          (f)  Separate Calendar Years.  Each calendar year of
the term of this Agreement shall be treated separately for
the purposes of the calculations described in this Paragraph 5.
          (g)  PTDC Purchase of Facility.  Upon acquisition of
the Facility by PTEC, PTEC shall assume PTDC's right and
obligations hereunder, and GFCP shall make all payments due to
PTDC hereunder to PTEC.
     6.   Term of Agreement.  This Agreement shall commence on
thirty (30) days written notice from GFCP to PTDC ("Commencement
Date"), and shall expire on the same date as the Site Lease, as
the term thereof may be extended pursuant to the terms thereof.

                                13

<PAGE>

     7.   Access to PTDC Property.
          (a)  General Access.  Throughout the term of this
Agreement, GFCP and its agents and employees shall have access to
the Dock for the purposes of observation, testing and inspection
of (i) berthing and fuel unloading activities upon the arrival of
barges carrying GFCP Product at the Dock berth and during such
times as GFCP Product is being unloaded, and (ii) the performance
of PTDC's maintenance and repair obligations described in
Paragraph 4 hereof.  PTDC shall arrange for independent quality
and quantity inspections of barges unloading at the Dock.  The
independent inspector will be mutually satisfactory to GFCP and
PTDC.
          (b)  Emergency Access.  In the event that the Storage
Tanks then in use by GFCP contain less than twenty-four (24)
hours live storage of GFCP Product, and PTDC fails, refuses or is
unable to implement the interconnection and forwarding into the
GFCP Piping System of GFCP Product, then GFCP may take such
measures as are required to accomplish such interconnection and
forwarding of GFCP Product into the GFCP Piping System, provided,
however, that if such failure, refusal or inability of PTDC to
implement the interconnection and forwarding into the GFCP Piping
System of GFCP Product was justified under other provisions of
this Agreement, then GFCP shall pay any and all costs, expenses,
damages and liabilities incurred by PTDC as a result of any
action taken by GFCP pursuant to this Paragraph 7(b).

                                14

<PAGE>

     8.   Insurance.
          (a)  PTDC's Insurance.  Throughout the term of this
Agreement, PTDC shall maintain the following insurance at its
sole cost and expense:
               (i)  Workmen's compensation insurance (or its
statutorily required equivalent with respect to employees working
at the dock) for all labor employed by PTDC in connection with
the Agreement who may come within the protection of workmen's
compensation, as required by the laws of the Commonwealth of
Pennsylvania, and employer's liability insurance for the benefit
of its employees not protected under such workmen's compensation
laws.  Employer's liability insurance shall be in an amount not
less than $1,000,000.
               (ii) Comprehensive general liability and property
damage insurance, including contractual liability, non-owned
water craft and automobile liability endorsements, in an amount
not less than $2,000,000, for injuries, including death, to any
one person, and subject to the same limits per person, in an
amount not less than $5,000,000 on account of one accident, and
in an amount not less than $2,000,000 for property damage on
account of one accident.
               (iii)     Fire and extended coverage casualty
insurance with respect to the Dock and the Storage Tanks, in an
amount equal to no less than the replacement cost thereof.
               (iv) Environmental impairment liability insurance
with respect to the discharge of any GFCP Product on, in or
beneath any bodies of water or land, from any vessel

                                15

<PAGE>

berthed at the Dock, the Storage Tanks or any portion of the
Dock, in an amount not less than $2,000,000.
          (b)  GFCP's Insurance.  Throughout the term of this
Agreement, GFCP shall maintain the following insurance at its
sole cost and expense:
               (i)  Workmen's compensation insurance (or its
statutorily required equivalent with respect to employees working
at the Dock) for all labor employed by GFCP in connection with
this Agreement who may come within the protection of workmen's
compensation, as required by the laws of the Commonwealth of
Pennsylvania, and employer's liability insurance for the benefit
of its employees not protected under such workmen's compensation,
as required by the laws of the Commonwealth of Pennsylvania, and
employer's liability insurance for the benefit of its employees
not protected under such workmen's compensation laws.  Employer's
liability insurance shall be in an amount not less than
$1,000,000.
               (ii) Comprehensive general liability and property
damage insurance, including contractual liability, non-owned
water craft and automobile liability endorsements, in an amount
not less than $2,000,000, for injuries, including death, to any
one person, and subject to the same limits per person, in an
amount not less than $5,000,000 on account of one accident, and
in an amount not less than $2,000,000 for property damage on
account of one accident.
               (iii)     Environmental impairment liability
insurance with respect to the discharge of any GFCP Product from
the GFCP Piping System on, in or beneath any bodies of water or
land, in an amount not less than $2,000,000.

                                16

<PAGE>

          (c)  Evidence of Coverage.  Within ten (10) days after
financial closing, with respect to Section 8(b)(i) and (ii), and
at least ten days prior to the delivery of GFCP Product to the
Dock with respect to Section 8(b)(iii), and prior to the
expiration of any of the insurance coverage required of any party
hereunder, each party shall furnish the other party with a
certificate of insurance evidencing in particular that (i) the
party who is required to maintain the insurance and the other
party to this Agreement are both named insureds, as their
interests may appear, (ii) the extent of the insurance, (iii) the
amount of the insurance, (iv) the location and operations to
which the insurance applies, and (v) the effective date and the
date of expiration of the insurance.  Such certificate shall also
provide that the coverages evidenced thereby shall not be
cancelled or changed in any manner for any reason, except upon
thirty (30) days prior written notice to the party who is
maintaining the insurance and the other party to this Agreement.
     9.   Defaults and Remedies.
          (a)  Defaults.  The occurrence of any one of the
following events shall constitute an "Event of Default" under
this Agreement:
               (i)  The failure of GFCP to pay any Monthly
Operating Payments, Deficiency Payments or Storage Fees due to
PTDC or PTEC or GFCP of such failure.
               (ii) The failure of PTDC, PTEC or GFCP to perform
any of their respective material obligations under this

                                17

<PAGE>

Agreement within thirty (30) days after delivery of written
notice to the party who has failed to perform its obligation by
another party to this Agreement; provided, however, that such
thirty (30) day period shall be extended by any period of time
during which a party has failed to perform an obligation under
this Agreement due to Force Majeure.
               (iii)     Any assignment by PTDC, PTEC or GFCP for
the benefit of creditors, the appointment of a receiver,
liquidator or trustee of PTDC, PTEC or GFCP, or of any of their
respective property, the insolvency of PTDC, PTEC or GFCP or the
adjudication of PTDC, PTEC or GFCP (or against PTDC, PTEC or GFCP
if the same shall not be discharged within sixty (60) days) of
any case for the bankruptcy, reorganization or arrangement of
such party pursuant to the Federal Bankruptcy Code or any similar
statute, or the institution of any proceeding for the dissolution
or liquidation of PTDC, PTEC or GFCP.
               (iv) The occurrence of an Event of Default by GFCP
or PTEC under the Site Lease, if such Event of Default would
permit the termination of the Site Lease by the non-defaulting
party under the terms thereof.
          (b)  Remedies.  If an Event of Default occurs, the
party not in default shall have the right to terminate this
Agreement, seek specific performance of this Agreement, and
exercise all of the rights and remedies, including, without
limitation, all rights and remedies for damages caused by the
Event of Default and/or occasioned by the termination of this

                                18

<PAGE>

Agreement resulting from such Event of Default, which are
available to the party not in default at law or in equity.
     10.  Notices.  All notices, requests, and demands upon
either party hereto shall be in writing (except as provided in
Paragraphs 2(a) and (c) hereof) and deemed effective (a) if
personally delivered, on the date delivered, (b) if mailed by
United States registered or certified mail, postage prepaid, on
the second business day after the date on which it is mailed, or
(c) if mailed by private overnight courier service, such as
Federal Express, on the next business day after the date on which
it is mailed, when addressed to the part to receive such notice,
request or demand as follows:
     If to PTDC:    Philadelphia Thermal Development Corporation
                    Schuylkill Station
                    2600 Christian Street
                    Philadelphia, PA  19146

     If to PTEC:    Philadelphia Thermal Energy Corporation
                    Schuylkill Station
                    2600 Christian Street
                    Philadelphia, PA  19146

     If to GFCP:    Grays Ferry Cogeneration Partnership
                    225 S. 8th Street
                    Philadelphia, PA
                    Attention:

or to such other address as either party may notify the other
  party of in the foregoing manner.
     11.  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of
Pennsylvania.
     12.  No Waiver.  No delay or failure of any party to
exercise any right, option or remedy herein given or reserved

                                19

<PAGE>

shall constitute a waiver of such right or prevent the party from
afterwards shall constitute a waiver of such right or prevent the
party from afterwards exercising such right, option or remedy.
The rights, options and remedies provided herein shall be
cumulative and no one or more of them shall be exclusive of the
other or others, or of any other right, option or remedy now or
hereafter given or allowed by law or equity.
     13.  Successors and Assigns.  This Agreement shall be
binding upon, and the benefits hereof shall inure to, the parties
hereto and their respective successors and assigns; provided,
however, that no party  hereto may assign this Agreement or any
rights or obligations hereunder without the prior written consent
of the other parties except that in the event PTEC acquires the
Dock, the Storage Tanks and any other assets of PTDC in
accordance with the terms of the PTEC/PTDC Agreement
(collectively, the "PTDC Assets") from PTDC, GFCP's consent shall
not be required for PTEC to assume certain applicable obligations
or enjoy certain applicable benefits accruing to PTDC hereunder.
In the event PTEC acquires any of the PTDC Assets from PTDC, PTEC
shall be deemed to have assumed certain obligations of PTDC and
PTDC shall be deemed to have assigned to PTEC certain benefits
accruing to PTDC under this Agreement, which obligations and
benefits are more fully set forth in the PTEC/PTDC Agreement.
Upon PTEC's acquisition of the Dock, all applicable references to
PTDC in this Agreement shall be deemed referenced to PTEC.
     14.  Entire Agreement.  This Agreement contains the entire
Agreement and understanding of the parties hereto with respect to
the subject matter hereof, and may not be changed, modified or
amended in any manner except by a written agreement signed by the

                                20

<PAGE>

party against whom enforcement of the change, modification or
amendment is sought.
     15.  Headings.  The headings and captions appearing in the
text of this Agreement are used for convenience of reference only
and shall not affect the meaning or interpretation of this
Agreement in any manner.
     IN WITNESS WHEREOF, the parties hereto have executed this
Dock Facility Service Agreement as of the day and year first
above written.

                                   PHILADELPHIA THERMAL
                                   DEVELOPMENT CORPORATION

ATTEST:                            By: /s/ S.G. Smith
      (Assistant) Secretary)         Steven G. Smith, President


                                   PHILADELPHIA THERMAL
                                   ENERGY CORPORATION

ATTEST:                            By:/s/
      (Assistant) Secretary)         Steven G. Smith, President


                                   GRAYS FERRY COGENERATION
                                   PARTNERSHIP

                                   By:  O'Brien Environmental
Energy, Inc.,
                                      General Partner

ATTEST:                            By: /s/ Robert A. Shinn
      (Assistant) Secretary)       Title: Vice President

                                   By:  Adwin Equipment Company,
                                      General Partner

ATTEST:                            By: /s/ Daniel A. Neely
      (Assistant) Secretary)       Title: Vice President

                                21

<PAGE>

                           EXHIBIT "A"


      Any No. 2 or No. 6 oil meeting the requirements of GFCP's
air quality permits and equipment manufacturers' recommendations,
but excluding recycled oil.

<PAGE>

          EXHIBIT B TO DOCK FACILITY SERVICE AGREEMENT

                      INTENTIONALLY OMITTED


<PAGE>

          EXHIBIT C TO DOCK FACILITY SERVICE AGREEMENT

                      AMORTIZATION SCHEDULE



<PAGE>

          [PHILADELPHIA THERMAL DEVELOPMENT CORPORATION
                     PETRO PROPERTY PURCHASE

                   LOAN AMORTIZATION SCHEDULE
         ASSUMED INTEREST RATE:  PRIME + 1/4% = 10.25%]

<PAGE>

                   Exhibit F to the Site Lease

                   Demineralized Water Charges

<PAGE>
                            EXHIBIT F


Per Thousand Pounds of Water                         As of 1/1/93

Water & Sewer                                           $    0.33
Chemicals                                               $    0.18
Labor                                                   $    0.09
Repairs & Maintenance                                   $    0.05
Electricity from Utility                                $    0.03
Depreciation                                            $    0.05

Cost of Modifications,
Additions & Expansion required                          $    0.00
by GFCP*

Electricity from GFCP                                   $    0.00
Back-up Electricity from                                $    0.00
Utility
Cost of Electrical                                      $    0.00
Interconnect*

Less:
Cost of Electric from GFCP                             ($    0.00)



Total                                                   $    0.73



*    Includes Financing Costs