<PAGE>
                                                              Exhibit 10.30


                               GROUND LEASE
                                     
                                  BETWEEN
                                     
                   E. I. DU PONT DE NEMOURS AND COMPANY

                                    AND
                                     
                       O'BRIEN ENERGY SYSTEMS, INC.

TABLE OF CONTENTS


Paragraph                                                     Page

1. PREMISES LEASED                                               2
2. CONSTRUCTION OF FACILITIES BY TENANT                          4
3. TERM                                                          9
4. RENT                                                          9
5. CONDITION PREECEDENT                                          9
6. TAXES AND ASSESSMENTS                                         10
7. USE                                                           12
8. REPAIR AND MAINTENANCE                                        12
9. UTILITIES                                                     13
10. INDEMNIFICATION                                              13
11. REQUIREMENTS OF PUBLIC AUTHORITY                             13
12. ACCESS TO PREMISES                                           15
13. ASSIGNMENT AND SUBLETTING                                    15
14. SIGNS                                                        15
15. INSURANCE                                                    15
16. WAIVER OF SUBROGATION                                        16
17. CASUALTY                                                     17
18. CONDEMNATION                                                 17
19. FEE MORTGAGES                                                20

<PAGE>

TABLE OF CONTENTS (cont'd)

Paragraph                                                     Page

20. DEFAULT                                                      21
21. BANKRUPTCY AND INSOLVENCY                                    21
22. WAIVERS                                                      22
23. NOTICES                                                      22
24. SURRENDER                                                    23
25. GOVERNING LAW                                                23
26. PARTIAL INVALIDITY                                           23
27. SHORT FORM LEASE                                             23
28. SUCCESSION                                                   24


<PAGE>

                               GROUND LEASE

THIS  LEASE AGREEMENT, entered into this 2nd day of      , 1986, s  by  and
between E. I.DU PONT DE NEMOURS ND COMPANY, a Delaware corporation,  having
its  principal  office  and  place  of  business  at  1007  Market  Street,
Wilmington, Delaware 19898 ("LANDLORD"), and O'BRIEN ENERGY SYSTEMS.  INC.,
a Delaware corporation of Philadelphia, Pennsylvania, ("TENANT").


                           W I T N E S S E T H :

      WHEREAS,
     
     (a)  LANDLORD is the owner of a tract of land situate in the Borough
of Sayreville.  Middlesex County, State of New Jersey, and as more
particularly described herein: and
      
     (b)  It is the intent of the parties hereto that LANDLORD shall lease
          said land to TENANT upon and; subject to the conditions and
          limitations hereinafter expressed: and
     
     (c)  It is the intent of the parties hereto that TENANT will erect a
          cogeneration facility on said land from which LANDLORD shall
          purchase steam pursuant to a certain steam purchase contract
          between the parties hereto ("STEAM CONTRACT").

NOW, THEREFORE, the parties hereto. intending to be legally bound, agree as
follows;

<PAGE>

       1. PREMISES LEASED.  LANDLORD, for and in consideration of the
rents, covenants and agreements hereinafter reserved, mentioned and
contained an the part of TENANT, its successors and permitted assigns, to
be kept, paid, observed, and performed, has leased, rented, let and demigod
and by these presents does lease, rent and demise unto TENANT, and TENANT
does hereby take and hire, upon and subject to the conditions and
limitations hereinafter expressed, all that piece, parcel or tract of land
with the buildings and improvements thereon now or hereafter erected,
situate in Borough of Sayreville, Middlesex County, New Jersey, as more
particularly described as follows:
           
          BEGINNING at a concrete monument set in the southerly side of
       Washing Road, 50' wide, said point being a common corner for the
       parcel herein being described and lands now or formerly of New
       Jersey Highway Authority; Thence thereby the two (2) following
       described courses and distances: (1) SO1--06'-OO"E, 338.19' to a
       set concrete monument and (2) S86-47'-09"E, 156.06' to a concrete
       monument set at a corner of other lands of E. I. du Pont de Nemours
       and Company the six (6) following described courses and distances:
       (1) S28'-49'-27"W, 450.74' to an iron pipe set, last described
       course also crossing and running along, in part, a 40' wide Jersey
       Central Power and Light Co. easement, (2) S33'-30"-27"W, 175.92' to
       a nail set in asphalt, last described course also continuing along
       westerly side of a Jersey Central Power and Light Co. easement at
       varying width, (3) N61'-10'-33"W, 267.36' to an iron pipe set, (4)
       N28-49'-27"E, 445.00' to a concrete monument set in
       
                                     2
       
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       the southerly side of said 40' wide Jersey Central Power and Light
       Co. easement, (5) S83-53'-33"E, 110.00' to a concrete monument set
       in the said 40' wide Jersey Central Power and Light Co. easement,
       Last described course also being along the said 40' wide Jersey
       Central Power & Light Co. Easement, in part, and (6) NO1-06'-00"W,
       382.02' to a found iron pipe an the said southerly side of
       Washington Road, last described course also recrossing said 40'
       wide Jersey Central Power and Light Co. easement, Thence along the
       said southerly side of Washington Road NSS*-54'-00"E, 70.00' to the
       point and place of BEGINNING.
            
          Containing within said described mates and bounds 4.02 acres of
       land. be the same, more or less.

          The aforementioned property is also shown on a survey entitled
       "PROPERTY PLAN FOR PROPERTY OF E. I. DU PONT DE NEMOURS AND
       COMPANY, PARLIN WORKS" dated December 1, 1986 prepared by MANN-
       TALLEY ENGINEERS & SURVEYORS, PROJECT NO. 1186-12, a copy of which
       is attached hereto as EXHIBIT "A".
             
          The aforementioned property is subject to the following:
          
          (1)  all matters of record and any state of facts that is
               apparent or that an accurate survey or inspection of the
               aforementioned property would disclose:
          (2)  all agreements not of record but in use;
          (3)  present and future zoning laws, ordinances, resolutions, and
               regulations of all boards, bureaus, or commissions and
               bodies of any municipal, county, state or federal sovereign
               now
          
                                     3
          
<PAGE>
          
                    or hereafter having or acquiring jurisdiction of the
               aforementioned property and the use. and improvements
               thereof:
          (4)  The effect of all present and future laws and ordinances
               relating to TENANT'S, or Occupants use of the aforementioned
               property:
          (5)  violations of laws and ordinances that might be disclosed by
               an examination and inspection or search of the
               aforementioned property as of the date first above written;
          (6)  the condition and state of repair of the aforementioned
               property as the same may be an the date first above written;
          (7)  all taxes, assessments, water meter and water charges, sewer
               rents accrued or unaccrued. fixed or not fixed:
         (8)  any defects of title or any encumbrances affecting the
               aforementioned property or any encroachments existing as of
               the date first above written.
      
     The  aforementioned property and all improvements,  rights,  easements
and  appurtenances  thereunto  belonging are  hereinafter  referred  to  as
"LEASED PREMISES".

     TO  HAVE AND TO HOLD the same, subject as aforesaid, unto TENANT  and,
subject  to  the  terms, covenants, agreements, provisions, conditions  and
limitations hereof, for the term described herein.

2.  CONSTRUCTION OF FACILITIES BY TENANT.

(a)       Provided   the   conditions   Of  STEAM   CONTRACT   Article   13
          "Preconditions  to Performance" are satisfied,  TENANT  covenants
          and agrees to construct a cogeneration facility with

                                     4

<PAGE>

related improvements on the LEASED PREMISES, without cost or expense to
LANDLORD, in accordance with the requirements at all laws, ordinances,
codes, orders. rules, and regulations of all governmental authorities
having jurisdiction over the LEASED PREMISES and as such facility is more
particularly described in STEAM CONTRACT . At such time as final
certificates of occupancy or equivalent use certificates shall be issued,
TENANT shall be doomed to be in compliance with this subparagraph (a) as to
any buildings, structures, and improvements constructed on the LEASED
PREMISES.

(b)       In  the  event TENANT, in the course of its construction requires
          an  electrical  service  connection from LEASED  PREMISES  to  an
          electrical  transmission  line, upon  TENANT's  request  LANDLORD
          agrees  to  provide  an  easement for such electrical  connection
          along a way as designated by LANDLORD across its lands.
       
(c)       TENANT,  at  its  own  cost  and expense,  shall  apply  for  and
          prosecute  with reasonable diligence, all necessary  permits  and
          licenses  required for the construction mentioned in subparagraph
          (a)  of  this  Paragraph.  LANDLORD, without cost or  expense  to
          itself,  shall  cooperate with TENANT in  securing  building  and
          other permits and authorizations necessary from time to time  for
          this  performance of any construction, alterations or other  work
          permitted  to  be  done  by TENANT under  this  Lease,  but  such
          cooperation by LANDLORD shall not be construed as consent to  the
          filing  of a mechanic's lien or a notice of intention to  file  a
          mechanic's lien or any claim relating thereto.
       
(d)       Throughout  the  duration of this Lease, TENANT agrees  that  all
          installations or buildings, structures, and improvements that may
          be erected on the LEASED PREMISES by
     
                                     5

<PAGE>

TENANT or any subtenants. including, but not limited to, all plumbing,
electrical, heating, air-conditioning and Ventilation equipment and
systems, and all other equipment, will be installed, operated, and
maintained in accordance with the law and with the regulations and
requirements of any and all governmental authorities, agencies, or
departments, having jurisdiction thereof, without cost or expense to
LANDLORD.
       
(e)       If,  at  any  time during the term of this Lease,  any  liens  or
          claims  of  mechanics. laborers, or materialmen  shall  be  filed
          against  the  LEASED PREMISES, or any part of parts thereof,  for
          any  work,  labor, or materials furnished, alleged to  have  been
          furnished or to be furnished pursuant to the written agreement by
          TENANT  or any person holding thereunder, TENANT, within  7  days
          after:
       
     (i)    The date of the filing or recording of any such lien, or the
            filing or recording of any notice of intention to file a lien
            or claim of lien; and

     (ii)   The receipt by TENANT from LANDLORD of written notice of such
            filing and recording at TENANT's own cost and expense, it of
            record, shall cause the same to be discharged by payment,
            bond, or otherwise; or at the option of TENANT, TENANT shall
            deposit, in trust, with LANDLORD or with a title company
            licensed to do business in the State of New Jersey, a sum of
            money equal to the amount of such recorded lien, plus ton
            (101) percent thereof, to be applied:
            
            (a) To  such  portion  of  the  amount.  if  any,  an  may   be
                determined  to be due and owing to the lienor  in  a  final
                judgment of a court of competent jurisdiction. when and  if
                such

                                     6

<PAGE>

                final judgment is no longer subject to appeal, or
            (b)To the payment to the Lienor of all or a portion of said
                sum when, as any and if written notice shall be sent by
                TENANT expressly authorizing such payment.
     
(f)       TENANT  is  authorized  to  demolish  all  existing  building(s),
          structures, and improvements located on the LEASED PREMISES,  and
          to  remove, raze, and/or destroy such trees, plants, shrubs,  and
          topsoil as TENANT may deem necessary, provided that it does so in
          accordance  with  all Federal, state and local laws  and  further
          provided  that such plans for demolition are first  reviewed  and
          approved by LANDLORD.  TENANT acknowledges that asbestos  say  be
          contained within the buildings scheduled to be removed.
     
(g)       In the event that TENANT contents any lion or claim, TENANT shall
          prosecute the contest with reasonable diligence, and TENANT shall
          at all times effectually stay or prevent any official or judicial
          sale  of  the  LEASED PREMISES and TENANT shall pay or  otherwise
          satisfy  any final judgment (unless TENANT shall appeal same,  in
          which  event  the  last appeal shall be the  determining  factor)
          which  may be entered against it and thereafter promptly  procure
          record  satisfaction  of the release of  the  lion.   Subject  to
          TENANT's  rights  as  set forth in this Lease,  if  TENANT  shall
          ultimately fail to procure a discharge at any such lion, LANDLORD
          after  at least fourteen (14) days' written notice to TENANT  (or
          lesser  time if the LEASED PREMISES are threatened with  sale  or
          foreclosure), may procure the discharge of such lion  by  payment
          or  otherwise,  and  all costs and expenses  which  LANDLORD  may
          sustain thereby shall be paid by TENANT as additional rent  under
          the provisions of

                                     7
          
          <PAGE>

          this  Lease.   In  the  event that any action  shall  be  brought
          against  LANDLORD to enforce any such lion, and  provided  TENANT
          may  exercise  all  of its rights set forth in  this  Lease,  and
          provided  further that TENANT shall have received written  notice
          of  such  action  and an opportunity to defend the  same,  TENANT
          shall pay any judgment that may be entered against LANDLORD, and,
          in addition thereto, shall pay all costs and expenses that may be
          incurred  by LANDLORD in the defense of any such action, provided
          such judgment shall be final and no longer subject to appeal.


(h)       Prior   to   commencing   construction  of   any   buildings   or
          improvements.   TENANT,  without cost to LANDLORD,  shall  obtain
          from  the  general  contractor in charge of construction  of  any
          buildings  and improvements a performance bond and  a  labor  and
          material  payment  bond, in the amount at the estimated  cost  of
          same issued by a reputable surety company licensed to do business
          in  the  State of New Jersey guaranteeing the completion of  said
          buildings and improvements and payment of all costs therefor  and
          incident thereto, or in some instances, at LANDLORD's option,  to
          furnish  to  the  LANDLORD a surety bond  naming  the  TENANT  as
          obligor  thereunder.  which bond in form, substance,  and  amount
          shall  be  subject  to LANDLORD's approval, which  it  shall  not
          unreasonably  withhold, which bond shall name  LANDLORD,  as  co-
          obligee  as its respective interests may appear and a certificate
          or  true  copy thereof shall be delivered to LANDLORD.   LANDLORD
          however  may waive this requirement if in its sale discretion  it
          is  satisfied as to the reputation and credit worthiness  of  the
          contractor  selected by TENANT 'or construction of the  facility.
          TENANT  shall notify LANDLORD by prior written notice as  to  its
          selected  contractor  and  LANDLCRD shall  have  seven  (7)  days
          thereafter to elect approval or non-approval.

                                     8

<PAGE>

(i)       If  TENANT  shall  deliver to LANDLORD a financial  statement  of
          TENANT  or any person(s) or entities having an interest in TENANT
          indicating  a  net worth of not less than Eighty Million  Dollars
          which party shall guarantee to LANDLORD the items as would be set
          forth  in  the bonds described above, LANDLORD hereby waives  the
          requirements of subparagraph (h) hereof.

      3.  TERM.  The term of this Lease shall commence upon the date first
above written and shall expire upon termination of the STEAM CONTRACT.
Should STEAM CONTRACT be cancelled, terminated, or otherwise and for any
reason other than LANDLORD's default, then the term of this Lease shall and
unless TENANT has elected to conduct an affiliated thermal consuming
business in accordance with Article 3(D) of STEAM CONTRACT, and in such
case the term hereunder shall not terminate with STEAM CONTRACT but shall
continue for the term originally specified in Article 5 of STEAM CONTRACT.
      
      4.  RENT.  TENANT'S covenants and agrees to pay LANDLORD for LEASED
PREMISES, an annual base rental of One Dollar ($1.00) during the term of
this Lease payable at the office of LANDLORD as follows:
           
           E. 1. du Pont de Nemours and Company
           Corporate Real Estate
           Materials and Logistics Department
           1007 Market Street
           Wilmington, Delaware 19898

or at such other place or places as LANDLORD shall from time to time give
TENANT written notice at least thirty (30). days in advance.

      5. CONDITION PRECEDENT.
      
      As a condition precedent to this agreement, LANDLORD shall have
received a Certificate of non applicability from the State of New Jersey
evidencing that the transaction

                                     9

<PAGE>

contemplated herein is not subject to New Jersey's Environmental Cleanup
Responsibility Act (ECRA).
      
      6.  TAXES AND ASSESSMENTS.
       
      (a) Commencing with the date first above written and ending with the
termination, cancellation or expiration of this Lease, TENANT shall
reimburse LANDLORD for all real estate taxes and any and all assessments,
including special assessments, or any tax that may be levied, assessed or
imposed by the State of New Jersey or by any political or taxing
subdivision thereof, upon or measured by the rents hereunder or the income
arising therefrom in lieu of or as a substitute in whole or in part, for
any tax upon LEASED PREMISES or which are or may become a lien upon LEASED
PREMISES, and all other governmental charges levied against LEASED PREMISES
which become due and payable during the term hereof.  TENANT'S obligation
to pay taxes. special assessments and other impositions shall be contingent
upon and subject to the following provisions and conditions;
        
      (i)  TENANT may take the benefit of the provisions of any statute or
           ordinance permitting any special assessment to be, paid over a
           period of time, and TENANT shall be obligated to pay only the
           installment of such special assessments as shall become due and
           payable during the term hereof.  Any installment falling due
           after the expiration of the term hereof shall be payable by
           LANDLORD, even though such unpaid installments shall constitute
           a lien or liens until paid.

      (ii) TENANT shall pay its prorata share of taxes, special
           assessments, other impositions or installments thereof which
           become due and payable

                                    10

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           during the years in which the obligation to pay rental
           hereunder commences and ceases, such prorata share to be
           determined on the basis which the number of months of the then
           current tax year for which TENANT is to pay rent shall bear to
           the entire number of months in said tax year.
           
      (b) Nothing in this Lease shall be construed to require TENANT to pay
any franchise, income, corporation, inheritance, succession, gift, estate,
realty transfer, capital or other tax (except the taxes and assessments
provided for in subparagraph (a) of this Paragraph which may be charged or
assessed against LANDLORD or any income, excess profit or revenue tax or
any other tax which may be assessed against or become a lien upon LEASED
PREMISES or the rent accruing therefrom.
       
      (c) Except if contested as hereinafter provided, TENANT, upon due
notice by LANDLORD or from the taxing authority, shall pay each tax,
assessment, or installment thereof, and other imposition before any fine,
penalty, interest, or costs may be added by nonpayment.
       
      (d) TENANT shall not be required to pay any tax. assessment or other
imposition required by the terms of this Lease to be paid so long as TENANT
at its own expense shall, in good faith and with due diligence, contest the
same or the validity thereof by appropriate legal proceedings.  In such a
case, TENANT may institute such proceedings in its own name or in the name
of LANDLORD or in both names as may be necessary, and TENANT shall
indemnify LANDLORD and save it harmless from and against all costs, charges
or liabilities in connection with any such proceeding: provided, however,
that TENANT shall take no action and shall delay no proceeding so as to
      
                                    11

<PAGE>
      
jeopardize title of LANDLORD to LEASED PREMISES or its other lands situated
in Middlesex County, New Jersey.  TENANT shall give LANDLORD prompt written
notice of the commencement of any such proceedings.
       
      (e) TENANT shall furnish to LANDLORD, within forty-five (45) days
after the date when any tax, special assessment or other imposition is
payable, copies of the official receipts, or other reasonable proof
satisfactory to LANDLORD evidencing payment thereof.
       
      (f) TENANT shall pay any and all taxes on its personal property
located on LEASED PREMISES directly to the taxing authority.
        
      7. USE.  LEASED PREMISES shall be used only for the construction and
operation of a cogeneration facility in connection with those services and
products to be supplied to LANDLORD under STEAM CONTRACT or if said use is
voided by the provisions of Article 3(D) of STEAM CONTRACT, then a use
consistent with the operation of an affiliated thermal consuming business
shall be allowable.  TENANT shall not use or occupy LEASED PREMISES or
permit the same to be used or occupied contrary to any appropriate
governmental statute, rule, order, ordinance or regulation applicable
thereto or in any manner which would violate any certificate of occupancy
affecting the same, or which would cause structural injury to the
improvements or cause the value or usefulness of LEASED PREMISES or any
part thereof to diminish or which would constitute a public or private
nuisance or waste.
        
      8. REPAIR AND MAINTENANCE.  TENANT agrees that, at its sole cost and
expense, it shall keep and maintain LEASED PREMISES, including any altered,
rebuilt or additional buildings, structures and other improvements thereto,
in good

                                    12

<PAGE>

repair. replacement and appearance during the continuance of this Lease and
will with reasonable promptness make all structural and nonstructural,
foreseen and unforeseen, and ordinary and extraordinary changes and repairs
of every kind and nature which may be required to be made upon or in
connection with LEASED PREMISES or any part thereof in order to keep and
maintain LEASED PREMISES in such good repair, replacement and appearance.
LANDLORD shall not be required to maintain, repair. or rebuild. or to make
any alterations, replacements or renewals of any nature or description to
LEASED PREMISES or any part thereof, whether ordinary or extraordinary,
structural or nonstructural, foreseen or unforeseen, or to maintain LEASED
PREMISES or any part thereof in any way, and TENANT hereby expressly waives
any right to make repairs or replacements at the expense of LANDLORD which
may be provided for in any statute or law in effect at the time of the
execution of this Lease or any statute or law which may thereafter be
enacted.
        
      9. UTILITIES.  TENANT shall supply and pay for all gas, electricity,
water, sewer. heat and other utilities used on LEASED PREMISES by TENANT.
       
      10. INDEMNIFICATION.  TENANT shall indemnify and save LANDLORD
harmless from and against any and all loss, costs, damages, claims, actions
or liability on account of the injury to or death of any person or persons
or the damage to or destruction of any property arising from or growing out
of TENANT'S use and occupancy of LEASED PREMISES unless such loss, costs,
damages, claims. actions or liability is caused solely by the fault,
failure or negligence of LANDLORD.
       
      11. REQUIREMENTS OF PUBLIC AUTHORITY.

      (a)     During the term of this Lease, TENANT shall. At its own cost
and expense, promptly observe and comply with all

                                    13

<PAGE>

present and future laws, ordinances, requirements, orders, directives.
rules and regulations of the Federal, State, County, Town, Village and City
Governments and of all other governmental authorities affecting LEASED
PREMISES or appurtenances thereto or any part thereof whether the same are
in force at the commencement of the term of this Lease or may in the future
be passed, enacted or directed, and TENANT shall pay all costs, expenses,
liabilities, losses, damages, fines, penalties. claims and demands.
including reasonable counsel fees, that may in any manner arise out of or
be imposed because of the failure of TENANT to comply with the covenants of
this Paragraph.
      
      (b) If TENANT or this Lease is subject to New Jersey's Environmental
Clean-Up Responsibility Act (ECRA), the responsibility for clean-up if any,
or compliance with such Act. shall root with the party which was the source
of the hazardous substance or waste which must be cleaned up.  Any wastes
or other hazardous substances which were deposited on the site prior to
occupancy by TENANT and must be cleaned up shall be the responsibility of
LANDLORD.  Any toxic or hazardous substances or wastes which are deposited
an the Site by TENANT shall be TENANT's responsibility.  TENANT's
responsibility pursuant to ouch service termination of this lease shall
survive expiration or earlier termination of this lease.

      (c) TENANT shall have the right to contest by appropriate legal
proceedings diligently conducted in good faith, in the name of TENANT, or
LANDLORD (if legally required), or both (if legally required), without cost
or expense to LANDLORD, the validity or application of any law, ordinance,
rule. regulation or requirement of the nature referred to in subparagraph
(a) of this Paragraph and, if by

                                    14

<PAGE>

the terms of any such law, ordinance, order. rule, regulation or
requirement, compliance therewith may legally be delayed pending the
prosecution Of any such proceeding, TENANT may delay such compliance
therewith until the final determination
of such proceeding.
      
      (d) LANDLORD agrees to execute and deliver any appropriate papers or
other instruments which may be necessary or proper to permit TENANT so to
contest the validity or application of any such law, ordinance, order,
rule, regulation or requirement and to fully cooperate with TENANT in such
contest.

      12. ACCESS TO PREMISES . LANDLORD or LANDLORD'S agents and designees
shall have the right to enter upon LEASED PREMISES at all reasonable times
to examine same and to maintain any of its utility or other systems located
thereon.
        
      13. ASSIGNMENT AND SUBLETTING.  TENANT may not assign this Lease, or
sublet all or any part of LEASED PREMISES except that LANDLORD shall
consent to an assignment of this lease to the financing institution
selected by TENANT in connection with the financing of the cogeneration
facility.
        
      14. SIGNS.  No signs. advertisement or notices other than those
required by law, shall be affixed to or placed upon any part of LEASED
PREMISES by TENANT except in such manner and of such size. design and color
as shall be approved in advance in writing by LANDLORD.
       
      15. INSURANCE.

      (a) TENANT shall provide at its expense and keep in force during the
term of this Lease, general liability insurance in a good and solvent
insurance company or companies licensed to do business in the State of New
Jersey, covering all of its liabilities hereunder and in accordance with
the

                                    15

<PAGE>

limits set forth in STEAM CONTRACT.
        
      (b) TENANT shall provide at its expense, and keep in force during the
term of this Lease insurance on the buildings and improvements an the
LEASED PREMISES insured by a responsible and reputable insurance company or
companies against loss or damage by fire and such other hazards an are
currently embraced in the standard extended coverage endorsement in the
State of New Jersey, and in an amount equal to the full insurable Value Of
said buildings and improvements.
        
      (c) All insurance policies carried or caused to be carried by TENANT
shall be issued in the name of TENANT and the LANDLORD, as their respective
interests may appear.
      
      (d) In the event that the insurance proceeds received are
insufficient to restore, repair, or rebuild said buildings and
improvements, TENANT covenants and agrees that it will pay the balance of
the amount necessary to restore such buildings or improvements to restore
to their former state or erect other buildings and improvements, provided
the value thereof is at least equal to the value of the buildings and
improvements immediately prior to such damage or destruction.  Any excess
of insurance proceeds over the cost of repairing or rebuilding shall belong
to TENANT.
      
      (a)  TENANT, in its discretion, may carry such insurance under a
blanket fire and other hazards and causes insurance policy or policies
issued to TENANT covering the LEASED PREMISES and other premises or
property.  However, a certificate or true copy thereof evidencing said
insurance shall be delivered to LANDLORD on LANDLORD's written request. 16.
WAIVER OF SUBROGATION.  All insurance policies carried by TENANT covering
LEASED PREMISES. including, but not limited to. contents, fire and casualty
insurance, shall

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<PAGE>

expressly waive any right on the part of the insurer against the LANDLORD.
The TENANT agrees that its policies will include such waiver clause or
endorsement.
 
      17. CASUALTY.  In  the event that, at any time, during  the  term  of
this  Lease,  the  buildings and improvements on LEASED PREMISES  shall  be
destroyed or damaged in whole or in part by fire or other cause within  the
extended  coverage  of  the fire insurance policies carried  by  TENANT  in
accordance  with  this Lease, then, TENANT, at its own  cost  and  expense,
shall,  cause the same to be repaired, replaced or rebuilt within a  period
of time which, under all prevailing circumstances, shall be reasonable.  In
the  event  LANDLORD's facility located adjacent to LEASED  PREMISES  shall
also have been damaged an or about the same time as TENANT's facility, then
as  a  condition  precedent to TENANT's duty to rebuild hereunder  LANDLORD
shall  deliver to TENANT a letter indicating that it plans to  rebuild  its
facility  within  a  two year period and will upon the  completion  of  its
facility have a need for steam in accordance with the STEAM CONTRACT.
           
      18. CONDEMNATION. In the event that the whole or any part  of  LEASED
PREMISES  be taken by virtue of eminent domain or for any public or  quasi-
public use, the parties shall be entitled to share in the compensation  and
award in accordance with the following provisions:
            
          (a)  If the whole of LEASED PREMISES shall be taken, then this
     Lease shall cease and determine and LANDLORD shall first receive a sum
     equal to the fair market value of the land taken, considered as
     vacant, unencumbered and unrestricted land an of the date of taking,
     together with interest thereon from the date of taking to the date of
     payment at the rate paid on the

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<PAGE>
          
     award, and if such value shall be officially determined and stated in
     the condemnation proceedings, then the amount thereof shall control
     for the purposes of this provision, otherwise the same, unless agreed
     upon by the parties to this Lease, shall be determined by arbitration
     in accordance with the rules then obtaining of the American
     Arbitration Association in the County of Middlesex, State of New
     Jersey.  TENANT in such case shall receive and retain the remainder at
     the award, and interest.
    
          (b)  If only a part of LEASED PREMISES shall be taken, then
     LANDLORD shall first receive a sum equal to the fair market value of
     the land taken, considered as unencumbered and unrestricted land, as
     of the vacant, unencumbered and unrestricted land, as of the date of
     taking plus the resulting or consequential damage, if any, to the
     remaining part of the land of LEASED PREMISES, considered as vacant,
     unencumbered and unrestricted land as of the date of taking, with any
     interest thereon from the date of taking to the date of payment at the
     rate paid on the award, and if such value and such resulting or
     consequential damage be officially determined and stated in the
     condemnation proceedings, then the amount thereof shall control for
     the purposes of this provision, otherwise the same, unless agreed upon
     by the parties to this Lease, shall be determined by arbitration in
     accordance with the rules then obtaining of the American Arbitration
     Association in the County of Middlesex, State of New Jersey, and
     TENANT in each case shall receive the remainder of the award and
     interest;


                                    18

<PAGE>

          (i)  If the remaining part of LEASED PREMISES not so taken cannot
     be adequately restored, repaired or reconstructed so as to constitute
     a complete architectural unit of substantially the same usefulness,
     design and construction, having regard to the taking, as immediately
     before such taking, capable of producing, after the payment of all
     operating expense thereof, the minimum annual rant, additional rent
     and other charges herein reserved, the debt service charges on any
     then existing leasehold mortgages hold by a permitted leasehold
     mortgagee, and after the performance of all covenants, terms,
     agreements and provisions herein and by law provided to be performed
     and paid by TENANT, a fair and reasonable net annual income, as
     hereinafter determined, then TENANT shall have the right, to be
     exercised by written notice to LANDLORD within sixty (60) days after
     the date of taking, to terminate this Lease as to such remaining part
     of LEASED PREMISES not so taken on a date to be specified in said
     notice not earlier than the date of such taking, in which came TENANT
     shall pay and satisfy all rent due and accrued hereunder up to such
     date at such termination including all sums of additional rent and all
     other charges and shall perform all of the obligations of the TENANT
     hereunder to such date and thereupon this Lease and the term hereby
     demised shall cease and determine.  Should the parties be unable to
     agree as to whether the part not taken is susceptible of adequate
     restoration, repair or reconstruction as aforesaid, such controversy
     shall be determined by arbitration in accordance with the rules

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<PAGE>

     then obtaining of the American Arbitration Association in the County
     of Middlesex,  State of New Jersey:
    
          (ii) If the Lease is not terminated as hereinabove provided,
     then, as to the premises not taken in such condemnation proceeding,
     TENANT shall proceed, at its own cost and expense, to make an adequate
     restoration, repair or reconstruction of the part of the building not
     taken or to rebuild a now building upon the part of the land not
     taken.  If the part of the award so paid to TENANT shall be
     insufficient fully to pay for such restoration, repair or
     reconstruction, TENANT shall nevertheless pay the excess cost thereof,
     and shall fully pay for all such restoration, repair or
     reconstruction, and complete the same to the satisfaction of LANDLORD
     and free from mechanic's or materialmen's liens and security interests
     of all kinds, and shall at all times save LANDLORD free and harmless
     from any and all such liens;
          
          (c)  In case of a second or any other additional partial taking
     or takings from time to time, the provisions hereinabove contained
     shall apply to each partial taking.
          
          (d)  The foregoing provisions of this paragraph shall apply only
     to a taking of the fee of the whole or of a part of LEASED PREMISES.
     In the case of the taking of an easement or of any interest less than
     a fee, the parties hereto shall claim and shall be entitled to receive
     art award and compensation therefor in accordance with their
     respective legal rights.
          
      19. FEE  MORTGAGES.  TENANT may not, without the written  consent  of
LANDLORD, mortgage or otherwise create a

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<PAGE>

security interest upon LANDLORDIS fee interest in LEASED PREMISES.
LANDLORD may arbitrarily withhold such consent or make such consent subject
to any conditions it deems appropriate.
          
      20. DEFAULT. If either party hereto defaults in carrying out  any  of
such  party's  covenants and agreements herein contained for  a  period  of
thirty  (30) days after written demand for compliance has been  made,  such
default, at the option of the party not in default, shall give LANDLORD any
and all remedies it may be entitled to in law or in equity.
      
      21. BANKRUPTCY AND INSOLVENCY If, after the commencement of the  term
of  this  Lease:  (a) TENANT then having the title to the leasehold  estate
created  hereunder shall while having such title be adjudicated a  bankrupt
or  adjudged to be insolvent; (b) a receiver or trustee shall be  appointed
for  the aforesaid TENANT'S property and affairs; (c) the aforesaid  TENANT
shall  make  an  assignment for the benefit of creditors or  shall  file  a
petition  in bankruptcy or insolvency or for reorganization or  shall  make
application  for  the appointment of a receiver; or (d)  any  execution  or
attachment  shall  be issued against the aforesaid TENANT  or  any  of  the
aforesaid  TENANT'S property, whereby LEASED PREMISES or  any  building  or
buildings  or  any  improvements thereon shall  be  taken  or  occupied  or
attempted  to  be  taken or occupied by someone other  than  the  aforesaid
TENANT,   except  as  may  herein  be  permitted,  and  such  adjudication,
appointment, assignment, petition. execution or attachment shall not be set
aside,  vacated. discharged or bonded within one hundred twenty (120)  days
after the issuance of the same, then a default hereunder shall be deemed to
have  occurred  so  that  the  provisions of this  Paragraph  shall  become
effective and LANDLORD shall have the rights and remedies

                                    21

<PAGE>

provided for therein.  Notwithstanding anything to the contrary hereinabove
contained, upon the occurrence of a default pursuant to this Paragraph, if
the rent due and payable hereunder shall continue to be paid and the other
covenants, conditions and agreements of this Lease on TENANT'S part to be
kept and performed shall continue to be kept and performed, no event of
default shall have been deemed to have occurred and the provisions of this
Paragraph shall not become effective.
       
      22. WAIVERS. Failure of LANDLORD or TENANT to complain of any act  or
omission  on  the part of the other party no matter how long the  same  may
continue,  shall not be deemed to be a waiver by said party of any  of  its
rights hereunder.  No waiver by LANDLORD or TENANT at any time, express  or
implied,  of  any breach of any provision of this Lease shall be  deemed  a
waiver of a breach of any other provision of this Lease or a consent to any
subsequent breach of the same or any other provision.
      
      23. NOTICES.  Every notice, approval, consent or other  communication
authorized  or  required by this Lease shall not be effective  unless  same
shall be in writing and sent postage prepaid by United States registered or
certified  mail, return receipt requested, directed to the other  party  as
follows:

To Landlord

E. I. du Pont de Nemours and Company
Corporate Real Estate
Material and Logistics Department
1007 Market Street
Wilmington, Delaware 19898

To Tenant

O'Brien Energy Systems, Inc.
225 South Eighth Street
Philadelphia, PA 19106

Attention Jeffrey D. Barnes,
          Executive Vice President

                                    22

<PAGE>

      24. SURRENDER.  At  the  expiration or  termination  at  this  Lease,
TENANT agrees to deliver up LEASED PREMISES together with all buildings  or
other improvements erected thereon, to LANDLORD in good order and condition
and  make  good  all  damage to LEASED PREMISES,  ordinary  wear  and  tear
excepted,  subject  however to the acquisition by  LANDLORD  of  all  or  a
portion of the cogeneration facility in accordance with Article 5(B) of the
STEAM CONTRACT.  That portion of the cogeneration facility not purchased by
LANDLORD  as provided hereunder shall be removed by TENANT from the  LEASED
PREMISES  within  twelve (L2) months following the  expiration  or  earlier
termination  of  this lease.  If TENANT fails to so remove, LANDLORD  shall
have the right to remove the same at TENANT's expense.
      
      25. GOVERNING LAW.  This Leas* and the performance thereof  shall  be
governed, interpreted, construed and regulated by the laws of the State  of
New Jersey.
      
      26. PARTIAL  INVALIDITY.   If  any  term.  covenant,   condition   or
provision  of  this  Lease  or the application thereof  to  any  person  or
circumstance  shall,  at  any  time  or  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
hold  invalid  or  unenforceable, shall not be affected thereby,  and  each
term, covenant, condition and provision of this Lease shall be valid and be
enforced to the fullest extent permitted by law.
      
      27. SHORT FORM LEASE.  The parties will at any time, at  the  request
of  either  one, promptly execute duplicate originals of an instrument,  in
recordable form, which will constitute a short form of lease, setting forth
a  description  of LEASED PREMISES, the term of this Lease  and  any  other
portions thereof as either party may request.

                                    23

<PAGE>

      28. SUCCESSION.  All  of  the covenants. agreements.  conditions  and
undertakings  of this Lease shall extend and inure to and be  binding  upon
the successors and permitted assigns of the respective parties hereto.
       
      IN  WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed an the day and year first above written.


ATTEST:

/s/

Assistant Secretary



ATTEST:

/s/ Sanders Newman



E. I. DU PONT DE NEMOURS AND COMPANY

/s/

PROPERTIES MANAGER



O'BRIEN ENERGY SYSTEMS, INC.

By  /s/ Jeffrey D. Barnes


                                    24