BONNEVILLE NEVADA CONTRACT A
                                      with
                              NEVADA POWER COMPANY
                                       FOR
                            LONG TERM POWER PURCHASES
                                      FROM
                              QUALIFYING FACILITIES







                                   May 2, 1989



<PAGE>



                                TABLE OF CONTENTS

SECTION                    DESCRIPTION   

     1                     Project Summary               
     2                     Definitions                   
     3                     Contract Termination          
     4                     Seller's Facilities           
     5                     Nevada's Facilities           
     6                     Interconnection Facilities Agreement 
     7                     Operations Coordination Agreement    
     8                     Improvements Agreements        
     9                     Capacity and Energy Metering   
     10                    Capacity Provisions            
     11                    Escrow Provisions              
     12                    Billing Provisions             
     13                    Capacity and Energy Payment Provisions
     14                    Taxes                                 
     15                    Liability                             
     16                    Insurance                             
     17                    Uncontrollable Forces                            
     18                    Non-dedication of Facilities    
     19                    Amendments                      
     20                    Previous Communications         
     21                    Non-Waiver                      
     22                    Disputes                        
     23                    Remedies                        
     24                    Assignment and Delegation       
     25                    Governing Law                   
     26                    Nature of Obligations           
     27                    Commission Approval             
     28                    Signatures                      


<PAGE>



                              NEVADA POWER COMPANY
                                STANDARD CONTRACT
                            LONG TERM POWER PURCHASE

1.       PROJECT SUMMARY

This  Contract Is entered  Into  between  NEVADA POWER  COMPANY  ("Nevada")  and
Bonneville  Nevada  Corporation  ("Seller").  Seller  shall  own,  operate,  and
maintain a Qualifying  Facility and shall sell  electric  capacity and energy to
Nevada and Nevada shall purchase that electric  capacity and energy  pursuant to
the terms and conditions set forth herein.

1.1  Notices to Seller:

     1.1.1  Written  notices and  correspondence  shall be sent to Seller at the
following address:

                           Bonneville Nevada Corporation
                           257 East 200 South, Suite 800
                           Salt Lake City, Utah 84111
                           Attn: Vice President, Engineering and Construction

                  With a copy to:

     1.1.2 Oral notices  shall be conveyed to Seller via  telephone.  The number
shall be: (801) 363-2520.

     1.1.3 Notices to Seller shall be effective upon receipt by Seller.

 1.2 Notices to Nevada:

     1.2.1  Written  notices and  correspondence  shall be sent to Nevada at the
following address:

                                    Nevada Power Company
                                    Attention: Secretary
                                    P.O. Box 230
                                    Las Vegas, Nevada 89151

  with a copy to Nevada's Operating Representative at the same address.

     1.2.2 Nevada's Operating  Representative  shall be Frank K. Loudon; Gary E.
Craythorn shall be Nevada's Alternate Operating Representative.





<PAGE>



     1.2.3 Oral notices shall be conveyed to Nevada's  Operating  Representative
via telephone. The number shall be: (702) 367-5383.

     1.2.4. Notices to Nevada shall be effective upon receipt by Nevada.

1.3      Seller's Generating Facility:

         1.3.1 Prior to Firm Operation,  Seller shall obtain Qualifying Facility
         status  for  Seller's  Generating   Facility.   Seller  shall  maintain
         qualification throughout the Contract Term.

1.3.2    Location:   Georgia Pacific Plant
                     Las Vegas, Nevada

1.3.3    1.3.3    Expected Firm Operation Date: June 1, 1993

1.4      Contract Capacity           85,000 M
         -----------------

1.5      Expected Annual Energy Delivery: 680,000,000 kWh.

1.6      Contract Termination Date: Apr 30, 2023.

 1.7     Operating  Options: A portion of the electric energy output of Seller's
         Generating  Facility  is  dedicated  to Seller's  requirements;  excess
         output Is dedicated to Nevada.

1.8      Capacity Payment:

         1.8.1 Starting with Firm Operation and continuing  through the Contract
         Term,  Seller shall be paid for Capacity at Capacity  rates agreed upon
         by the Parties and set forth In Exhibit A.

         1.8.2 Prior to Firm  Operation,  Seller  shall not be paid for capacity
         unless Nevada, because of operating conditions,  experienced a capacity
         requirement  that was mat by  Seller's  Capacity,  in which case Seller
         shall be paid for Capacity at Nevada's  Tariff  Schedule  QF-Short Term
         Capacity rates effective at the time of delivery.

         1.8.3  Seller  shall not be paid for  Excess  Capacity  unless  Nevada,
         because of operating  conditions,  experienced  a capacity  requirement
         that was met by Seller's Excess Capacity, In which case Seller shall be
         paid for Excess  Capacity at Nevada's  Tariff  Schedule  QF-Short  Term
         Capacity rates effective at the time of delivery.

         1.8.4 If  Seller  obtained  Qualifying  Facility  status  prior to Firm
         Operation and subsequently lost such status for reasons beyond Seller's
         reasonable  control,  Seller  shall be paid for  Capacity  delivered to
         Nevada, during the periods that Seller did not have Qualifying Facility
         status,  at Capacity rates equal to eighty (80) percent of the Capacity
         rates otherwise agreed upon by the Parties.

1.9      Energy Payment:

         1.9.1 Starting with Firm Operation and continuing  through the
         Contract Term, Seller shall be paid for Energy at Energy rates
         agreed upon by the Parties and set forth In Exhibit A.

         1.9.2 Prior to Firm Operation, Seller shall be paid for Energy
         at  Nevada's  Tariff  Schedule   OF-Short  Term  Energy  rates
         effective at the time of delivery.

         1.9.3  Seller  shall be paid for  Excess  Energy  at  Nevada's
         Tariff  Schedule  QF-Short Term Energy rates  effective at the
         time of delivery.

         1.9.4 If Seller obtained  Qualifying  Facility status prior to
         Firm Operation and  subsequently  lost such status for reasons
         beyond Seller's reasonable  control,  Seller shall be paid for
         Energy delivered to Nevada, during the periods that Seller did
         not have Qualifying  Facility status, at Energy rates equal to
         eighty (80) percent of the Energy rates otherwise  agreed upon
         by the Parties.

2.       DEFINITIONS:  Common  electric  utility  Industry  terms shall have the
         meaning ascribed to them In the Edison Electric Institute  "Glossary of
         Electric Utility Terms" (Pub. No.  04-84-06).  When a term Is Initially
         capitalized  and used In the singular or the plural,  It shall have the
         following cited definition.

     2.1 Applicable Laws: Any law, treaty, rule, regulation,  ordinance,  order,
code, judgment, decree,  Injunction,  permit, or decision of any Federal, state,
or local government, authority, agency, court, or other governmental body having
jurisdiction over the matter In question, as In effect from time to time.

     2.2 Applicable Permits: Any action, approval,  consent. waiver,  exemption,
variance, franchise, order, permit, authorization, right, or license required to
be obtained and/or maintained in connection with Seller's Facilities.

     2.3 Capacity:  The kilowatts produced by Seller's  Generating Facility that
shall be purchased by Nevada.

     2.4 Commission: The Public Service Commission of Nevada

     2.5  Contract:  This  document  and  the  exhibits  referenced  herein,  If
applicable;  as amended from time to time. Exhibits shall be attached hereto and
shall be made a part hereof to the same extent as If set forth herein.

     2.6 Contract Capacity:  The electric power producing capability of Seller's
Generating Facility that shall be dedicated to Nevada

     2.7 Contract Term:  The period during which Nevada shall purchase  capacity
and energy from Seller. The Contract Term shall end on the Contract  Termination
date set forth In Section 1.6.

     2.8 Electric System Integrity: The state of operation of an electric system
that  maximizes  the health,  welfare,  and safety of personnel  and the general
public;  minimizes  the risk of  Injury to  personnel  and the  general  public;
minimizes the risk of damage to property;  and maximizes the system's ability to
provide  electric  service to  customers In  accordance  with  electric  utility
Industry standards.

     2.9 Emergency: Any condition that, In Nevada's judgment,  adversely affects
Nevada's Electric System Integrity.

     2.10 Energy:  The kilowatt hours produced by Seller's  Generating  Facility
that shall be purchased by Nevada.

     2.11  Excess  Capacity:   Capacity  that  exceeds  deliveries  at  Contract
Capacity.

     2.12 Excess Energy: Energy associated with capacity that exceeds deliveries
at Contract Capacity.  Excess Energy shall be determined by multiplying Contract
Capacity by the number of hours In the month and  subsequently  subtracting  the
product from actual energy.

     2.13 Exhibit A: Payment Provisions.

     2.14 Exhibit B: Interconnection Facilities Agreement

     2.15 Exhibit C: Operations Coordination Agreement.

     2.16 Exhibit D: Improvement Agreement(s), if applicable.

     2.17 Exhibit E: Provisions for Establishing Firm Operation.

     2.18 Exhibit F: Form of Insured Endorsement.

     2.19 Exhibit G: Standby Service Agreement, f applicable.

     2.20 Firm Operation:  The date, agreed upon by the Parties, on which Seller
compiled with the provisions of Exhibit E.

     2.21 Forced Outage: Any outage,  other than a Scheduled Outage,  that fully
or partially curtails the production or delivery of Seller's energy to Nevada.

     2.22  Generating  Facility:  A  plant  containing  prime  movers,  electric
generators, and auxiliary equipment required to produce electric energy.


     2.23 Interconnection  Facilities:  The facilities that shall be required to
connect  a  Generating  Facility  to an  electric  system  and  the  Incremental
facilities  that  shall be  required  to  transmit  the  output of a  Generating
Facility to distribution points on that electric system.

     2.24  Interconnection  Point:  The point,  which shall be so  designated by
Nevada In Exhibit B, where the transfer of electric  energy  between  Nevada and
Seller will take place.

     2.25 Lender:  The  entity(ies)  that have  provided  financing for Seller's
Facilities.

     2.26  Maintenance  Months:  Those  months that have been so  designated  In
Exhibit A.

     2.27 Nevada: Nevada Power Company, Its directors,  officers, employees, and
agents with authority to act on Its behalf

     2.28 Off-Peak Hours: Those hours that have been so designated in Exhibit A.

     2.29 On-Peak Hours: Those hours that have been so designated In Exhibit A.

     2.30  Operating  Communications:  The routine  transmittals  of information
between the Parties that shall be required to ensure  Nevada's  Electric  System
Integrity.  Provisions  for  Operating  Communications  have  been set  forth In
Exhibit C.

     2.31 Operating Representative: The Individual(s) that shall be appointed by
each Party to ensure  effective  communication,  coordination,  and  cooperation
between the  Parties.  Either  Party shall have the right to change that Party's
Operating  Representative by providing written notice of the change to the other
Party;  such  changes  shall not be deemed  amendments  for the purposes of this
Contract.

     2.32 Party: Nevada or Seller.

     2.33 Qualifying Facility: A Cogeneration or Small Power Production Facility
that  masts the  criteria  defined  In Title 18,  Code of  Federal  Regulations,
Section 292.201 through 292.207.

     2.34 Scheduled  Outage:  Any outage,  other than a Forced Outage,  that has
fully or partially  curtailed the  production  or delivery of Seller's  electric
energy to Nevada and that had been noticed In accordance  with the provisions of
this Contract.

     2.35 Seller:  The entity designated in Section 1, its directors,  officers,
employees, and agents with authority to act on its behalf.

     2.36  Tariff:   The  rate  schedules  and  service  rules  that  have  been
promulgated  by Nevada and approved by the  Commission;  as amended from time to
time. Nevada's Tariff shall be on file with the Commission.

     2.37 Uncontrollable  Force: Any occurrence beyond the reasonable control of
a Party that has  rendered  a Party  Incapable  of  performing  Its  obligations
hereunder.  Uncontrollable  Forces shall include,  but not be limited to floods,
droughts,  earthquakes,  storms, fires,  pestilence,  lightning or other natural
catastrophes;   epidemics;   wars;  riots,  civil  disturbance  or  other  civil
disobedience;   strikes  or  other  labor   disputes;   action  or  Inaction  of
legislative,  judicial, regulatory, or other governmental bodies that may render
or may have rendered  Illegal  action In accordance  with the provisions of this
Contract;  and failure,  threat of failure,  or sabotage of facilities  that had
been operated and maintained In accordance with the provisions of this Contract.

3.       CONTRACT TERMINATION:

     3.1 This Contract shall become effective upon execution by the Parties.

     3.2 This  Contract  shall be terminated  on the Contract  Termination  Date
specified In Section 1.6 unless:

     3.2.1  Commission  approval  of  this  Contract,  In  accordance  with  the
provisions  of Section  27, has not been  received  within six (6) months of the
date on which the  Commission  received the Contract  from Nevada for review and
approval,  In which case this Contract  shall be terminated six (6) months after
the date on which the Commission  received the Contract for review and approval;
or

     3.2.2 An Interconnection  Facilities Agreement has not been executed within
six (6) months of Contract execution; or

     3.2.3 An Operations Coordination Agreement has not been executed within six
(6) months of Contract execution; or

     3.2.4 Seller has not secured construction financing for Seller's Facilities
before November 1, 1991; or

     3.2.5 Seller has not obtained the primary construction permits for Seller's
Facilities before November 1, 1991; or

     3.2.6  Seller has not awarded the major  equipment  contracts  for Seller's
Facilities before November 1, 1991; or

     3.2.7  Seller has not  secured a  "thermal  host" for  Seller's  Facilities
before December 31, 1991; or

     3.2.8  Seller has not secured a source of fuel and  related  transportation
services before December 31, 1991; or

     3.2.9 Construction of Seller's  Facilities has not begun before November 1,
1991; or

     3.2.10 Delivery of Seller's major equipment to Seller's  construction  site
has not been completed before November 1, 1992; or

     3.2.11  Seller has not  obtained  Qualifying  Facility  status for Seller's
Generating Facility before July 1, 1993; or

     3.2.12 Firm  Operation  has not occurred  before July 1, 1993 In which case
this Contract  shall be terminated  thirty (30) days after  Seller's  failure to
meet the specified  deadline  unless such failure has been caused by Nevada,  In
which case the affected date(s) shall be adjusted to reflect the delay(s) caused
by Nevada,  or unless such failure has been cured by Lender  within  thirty (30)
days of Seller's failure to meet the specified deadline.

     3.3  Documentation  required  to  confirm  compliance  with  the  deadlines
specified in Section 3.2 shall be In a form reasonably required by Nevada.

     3.4  Termination  of this  Contract  shall not  excuse  either  Party  from
obligations,  other than Seller's  obligation to deliver additional Capacity and
Energy  to  Nevada,  Incurred  by  either  Party  prior to  termination  of this
Contract.   This  Contract  shall  remain  effective  until  both  Parties  have
discharged their  obligations In accordance with the provisions of this Contract
and have exercised  their rights and remedies In accordance  with the provisions
of this  Contract.  This Contract  shall expire after both Parties'  obligations
have been discharged and both Parties rights and remedies have been exercised.

     4.  SELLER'S   FACILITIES:   Seller's  Facilities  shall  Include  Seller's
Generating   Facility  and   Seller's   Interconnection   Facilities.   Seller's
Interconnection Facilities shall be so designated In Exhibit B.

     4.1  Ownership:  Seller's  Facilities  shall be leased or owned,  designed,
constructed,  operated, maintained, and Improved by Seller. All costs associated
with  Seller's  Facilities,  whether  Incurred by Nevada or by Seller,  shall be
borne by Seller.

     4.2 General:

     4.2.1 Nevada shall have the right, without liability,  to refuse to connect
Seller's   Facilities  to  Nevada's  electric  system  or  to  Isolate  Seller's
Facilities  from Nevada's  electric system If Seller falls to comply with any of
the provisions of this Contract that adversely  affect Nevada's  Electric System
Integrity.

     Nevada shall also have the right,  without liability,  to refuse to connect
Seller's   Facilities  to  Nevada's  electric  system  or  to  Isolate  Seller's
Facilities  from  Nevada's   electric  system  If  Nevada's  failure  to  refuse
Interconnection   or  to  Isolate  would  render  Illegal  Nevada's  actions  In
accordance with the provisions of this Contract.  Nevada's  refusal or Isolation
shall  be  limited  to the  period  during  which  Nevada's  failure  to  refuse
Inter-connection  or  to  Isolate  would  render  Illegal  Nevada's  actions  In
accordance with the provisions of this Contract plus a reasonable period of time
for the  restoration  of Nevada's  electric  system to a condition  that enables
Nevada to resume compliance with the provisions of this Contract.

     4.2.2  Seller  shall  neither  solicit  nor accept  advice  from any Nevada
representative except Nevada's Operating Representative. If requested by Seller,
Nevada's Operating Representative shall offer, to the extent possible, advice to
Seller  relative  to  the  design,  construction,  operation,  maintenance,  and
Improvement of Seller's Facilities.  Such advice shall be offered as a courtesy.
Seller shall save  harmless and  Indemnify  Nevada from any loss and  liability,
whether  direct or Indirect  and  Including  attorney's  fees and other costs of
litigation, resulting from Seller's Implementation of Nevada advice.

     4.2.3  Seller  shall  design,  construct,  operate,  maintain,  and improve
Seller's  Facilities  In  accordance  with  prudent  engineering,  construction,
operation,  and maintenance  practices.  Seller shall comply with all Applicable
Laws even if  compliance  necessitates  Improvements  to Seller's  Facilities or
Interferes with the operation of Seller's Facilities.  In addition, Seller shall
operate  Seller's  Facilities  so as to  ensure,  to a  reasonable  extent,  the
uninterrupted  production and delivery of electric  energy to Nevada  consistent
with Nevada's  requirements.  If Seller failed to comply with the  provisions of
this section,  Seller shall save harmless and Indemnify Nevada from any loss and
liability,  whether direct or Indirect and Including  attorney's  fees and other
costs of  litigation,  resulting  from  Seller's  failure  to comply  with these
provisions.

     4.2.4 Nevada shall have the right,  without liability,  to monitor and make
recommendations  to Seller regarding any aspect of the construction,  operation,
maintenance,   and  Improvement  of  Seller's   Facilities  provided  that  such
recommendations, If Implemented, would not unreasonably

     Interfere with the construction,  operation, maintenance, or improvement of
Seller's  Facilities  and that such  recommendations  are required,  In Nevada's
reasonable judgment, to maintain Nevada's Electric System Integrity or to ensure
compliance with the provisions of this Contract.  Nevada's recommendations shall
be made as a courtesy.  Seller shall save harmless and indemnify Nevada from any
loss and liability, whether direct or Indirect and Including attorney's fees and
other costs of litigation  resulting  from Seller's  Implementation  of Nevada's
recommendations.

     4.2.5 Seller shall acquire and maintain al Applicable  Permits for Seller's
Facilities.

     4.2.6 Seller shall acquire and maintain all easements,  rights--of-way, and
land rights required for Seller's Facilities.

     4.2.7 Seller shall complete all  environmental  Impact studies required for
Seller's Facilities.

     4.2.8 Seller shall  complete al feasibility  studies  required for Seller's
Facilities.

      4.3Design:

     4.3.1 Seller  shall design  Seller's  Facilities  so that those  facilities
should not  Impose  upon  Nevada's  system  any  voltage  or current  that could
Interfere  with  Nevada's  operations,  lower the  quality  of service to Nevada
customers, or Interfere with the operation of any communication facilities.

     Seller shall design  Seller's  Facilities so that those  facilities will be
protected from damage that could otherwise result from  disturbances on Nevada's
electric  system or the electric  systems to which Nevada's  electric  system Is
connected.

     4.3.3 Seller  shall design  Seller's  Facilities  so that those  Facilities
Incorporate  reactive  power  equipment  capable of  maintaining  a power factor
ranging from 0.90 lagging to 0.90 leading at the Interconnection  Point whenever
Contract Capacity Is being delivered to Nevada at that point.

     4.3.4 Seller  shall design  Seller's  Facilities  so that those  facilities
Incorporate  provisions for storage and utilization of backup fuel. The capacity
of  the  storage  facilities,  which  shall  be  established  during  subsequent
discussions between the Parties,  shall be sufficient to ensure the availability
of Seller's  Generating Facility during periods when natural gas delivery can be
reasonably expected to be curtailed.

     4.3.5 Seller shall provide  those  drawings and  specifications  reasonably
required by Nevada to  accomplish  Its design  review.  Nevada  shall review and
specify  modifications  to the  design  of  Seller's  Facilities  to the  extent
necessary  to  maintain   Nevada's  Electric  System  Integrity  and  to  ensure
compliance  with the provisions of this Contract.  In conjunction  with Nevada's
design review, Nevada shall designate the minimum set of protective devices that
shall be required to protect  Nevada's  electric system whenever any of Seller's
Facilities  are  connected  to  Nevada's  electric  system.   Nevada  shall  not
unreasonably  withhold  or delay its  review of any  design  related  drawing or
specification that has been submitted to Nevada for review and approval.

     4.3.6 Seller shall modify Seller's design as required by Nevada to maintain
Nevada's  Electric System Integrity or to ensure  compliance with the provisions
of this  Contract and shall provide  revised  drawings and  specifications  that
shall be  reasonably  required  by Nevada to confirm  compliance  with  Nevada's
requirements.

     4.4 Construction:

     4.4.1 Prior to the start of Seller's  construction,  Seller shall furnish a
construction  schedule for Seller's  Facilities  to Nevada.  Seller shall notify
Nevada,  upon  receipt  of  pertinent  Information,   of  any  changes  In  that
construction schedule that may affect or may have affected Firm Operation.

     4.4.2  Seller  shall  construct  Seller's  Facilities  In  accordance  with
Seller's  design as  modified  to reflect  the  changes,  If any,  that had been
reasonably  required by Nevada.  Seller shall  furnish and Install all equipment
that had been reasonably required by Nevada to maintain Nevada's Electric System
Integrity and to ensure compliance with the provisions of this Contract.

     4.4.3 Seller shall provide to Nevada,  as shall be  reasonably  required by
Nevada, "as built" drawings and specifications for Seller's Facilities.

     4.5 Initial Operation:

     4.5.1  Seller  shall not  connect any of  Seller's  Facilities  to Nevada's
electric system or operate any of Seller's  generators In parallel with Nevada's
electric  system  without  the prior  written  approval  of  Nevada's  Operating
Representative  and  without  having  properly  calibrated,  tested,  and  fully
operational  protective devices,  as designated by Nevada, in service.  Nevada's
approval shall not be unreasonably withheld or delayed. If Nevada's approval has
been withheld, Nevada shall provide a written explanation, which Includes a list
of required remedial actions,  to Seller within fifteen (15) days of the date on
which Nevada's approval was withheld.

     4.5.2  Seller  shall  notify  Nevada's  Operating  Representative  at least
fifteen  (15)  days  prior  to the  Initial  energization  of  any  of  Seller's
Interconnection   Facilities.   Nevada  shall   Inspect  and  approve   Seller's
Interconnection  Facilities  prior  to that  Initial  energization  If  Seller's
Facilities can be energized, In Nevada's reasonable judgment,  without adversely
affecting  Nevada's  Electric System  Integrity.  Nevada's  approval shall be In
writing.

     4.5.3  Seller  shall  notify  Nevada's  Operating  Representative  at least
fifteen  (15) days prior to the  Initial  testing  and  calibration  of Seller's
protective devices.  Nevada shal Inspect and approve Seller's protective devices
after that  Initial  testing  and  calibration  If Seller has  demonstrated,  to
Nevada's  reasonable  satisfaction,  the correct  calibration  and  operation of
Seller's protective devices. Nevada's approval shall be In writing.

     4.5.4  Seller  shall  notify  Nevada's  Operating  Representative  at least
fifteen (15) days prior to the Initial  operation of any of Seller's  generators
In parallel  with  Nevada's  electric  system.  Nevada shall Inspect and approve
Seller's  generators  prior to the  Initial  operation  of those  generators  In
parallel with Nevada's electric system If Seller has  demonstrated,  to Nevada's
reasonable  satisfaction,  the ability to synchronize  Seller's  generators with
Nevada's  electric system,  to connect Seller's  generators to Nevada's electric
system,  and to operate Seller's  generators In parallel with Nevada's  electric
system without adversely affecting Nevada's Electric System Integrity.  Nevada's
approval shall be in writing.

     4.5.5  Prior to Firm  Operation,  Seller  shall  demonstrate,  to  Nevada's
reasonable satisfaction, the ability to produce and deliver Contract Capacity to
Nevada.  Seller's  demonstration shall be In accordance with the procedures that
have been set forth In Exhibit E. If Seller failed to demonstrate the ability to
produce and deliver  Contract  Capacity to Nevada,  Nevada  shall have the right
without  liability,  to reduce Contract Capacity to the level Seller was able to
produce and deliver.

4.6      Operation and Maintenance:

     4.6.1 To the extent set forth In Exhibit C, Seller shall maintain Operating
Communications with Nevada.

     4.6.2 Seller shall neither  connect any of Seller's  Facilities to Nevada's
electric  system nor operate a  generator  in parallel  with  Nevada's  electric
system  without  the  prior  approval  of  Nevada's  Operating   Representative.
Procedures for obtaining such approval have been set forth In Exhibit C.

     4.6.3.  Nevada shall have the right to require  Seller to reduce the output
of Seller's  Generating  Facility or to Isolate any of Seller's  Facilities from
Nevada's electric system If, In Nevada's reasonable  Judgment,  such actions are
required to  facilitate  the  maintenance  of any of Nevada's  facilities  or to
maintain Nevada's Electric System Integrity.  Nevada shall,  within a reasonable
period of time and to the extent  possible,  endeavor to correct  the  condition
that necessitated the reduction or Isolation.  The duration of such reduction or
Isolation shall be limited to the period of time that the condition existed plus
a reasonable  period of time for the restoration of Nevada's  electric system to
an  operating  condition  that  allows  Nevada to resume  the  discharge  of Its
obligations In accordance with the provisions of this Contract.

     Nevada  shall also have the right to require  Seller to reduce the delivery
of  electric  energy to Nevada  during any period In which,  due to  operational
circumstances  other than economic  dispatch,  purchases  from Seller would have
resulted In costs greater than those that Nevada would  otherwise  have Incurred
If Nevada generated or purchased an equivalent  amount of energy as set forth In
18 C.F.R. Section 292.304(f) and as described at 45 Federal Register 12227-12228
(February  29,  1980).  Nevada shall  provide one (1) hour's oral notice of such
reduction  to Seller.  The  exercise  of  Nevada's  right  shall be subject to a
calendar year energy  limitation  equal to the product of Contract  Capacity and
one thousand  (1,000) hours.  The amount of energy that has been curtailed shall
be established by  multiplying  the reduction In Seller's  deliveries to Nevada,
from  Seller's  average  rate  of  delivery  (kW)  to  Nevada  during  the  hour
Immediately  preceding the  curtailment,  by the duration of the  curtailment In
hours.

     If Nevada has required  Seller to reduce the output of Seller's  Generating
Facility or to Isolate any of Seller's Facilities from Nevada's electric system,
Seller shall neither  Increase the output nor reconnect the Isolated  facilities
without the prior approval of Nevada's Operating Representative.  Provisions for
obtaining such approval have been set forth In Exhibit C.

     4.6.4  Seller  shall  endeavor  to avoid the  Imposition  of any voltage or
current upon Nevada's electric system that Interferes with Nevada's  operations;
distorts the electric service provided to Nevada's customers, or interferes with
the operation of any communication  facilities. If Seller imposes such a voltage
or current upon Nevada's electric system, Seller shall, immediately upon receipt
of knowledge of such condition, pursue and Implement remedial measures.

     4.6.5   Except  as  otherwise   agreed  upon  by  the  Parties'   Operating
Representatives,  Seller  shall  have all of  Seller's  protective  devices,  as
designated by Nevada, in service whenever  Seller's  Facilities are connected to
Nevada's electric system.

     4.6.6 Seller shall provide  Seller's  reactive power  requirements.  Seller
shall also  provide  reactive  power  reasonably  required by Nevada to maintain
Nevada's   Electric  System  Integrity   provided  that  such  requirements  are
consistent  with the  capabilities  of Seller's  Facilities and do not adversely
affect Seller's  ability to provide  Capacity and Energy to Nevada In accordance
with the provisions of this Contract.  Seller shall not deliver excess  reactive
power to Nevada without the prior approval of Nevada's Operating Representative.
Provisions for obtaining such approval have been set forth In Exhibit C.

     4.6.7 Seller shall  maintain  operation and  maintenance  logs for Seller's
Facilities  that  contain  such data as have been set forth In Exhibit C. Nevada
shall have the right to Inspect and/or request a copy of Seller's  operation and
maintenance logs. If so requested, Seller shall provide the copy within five (5)
days of Seller's receipt of Nevada's request.

     4.6.8  Seller  shall  notify  Nevada's  Operating   Representative  of  any
condition that may affect or may have affected  Seller's  ability to produce and
deliver  Contract  Capacity to Nevada.  Provisions for such notice have been set
forth in Exhibit C.

     4.6.9 If Nevada,  as a result of Nevada's  participation in a power pool or
coordinating council, has been required to routinely demonstrate the capacity of
its  generating  facilities,  Seller shall  routinely  demonstrate,  to Nevada's
reasonable satisfaction, the ability to produce and deliver Contract Capacity to
Nevada.  Seller's  demonstrations  shall be In  accordance  with the  procedures
established by the power pool or coordinating council.

     4.6.10 If Nevada, as a result of Nevada's  participation in a power pool or
coordinating council, has been required to comply with the operating criteria of
that power pool or  coordinating  council,  Seller  shall also comply with those
operating criteria.  The criteria,  with which Seller shall comply, shall be set
forth in Exhibit C.

     4.6.11 Seller shall notify Nevada's Operating  Representative in advance of
all Scheduled Outages. Unless the Parties' operating  Representatives  otherwise
agree, the minimum required advance notice shall be two (2) days if the expected
outage  duration Is less than one (1) day, five (5) days If the expected  outage
duration is between one (1) day and five (5) days,  and fifteen (15) days If the
expected outage  duration Is longer than five (5) days.  Provisions for Seller's
notices have been set forth In Exhibit C.

     Unless operating  conditions  otherwise dictate,  Seller shall schedule all
outage of expected  duration less than five (5) days for  completion  during the
period  designated  by  Nevada's  Operating  Representative.   Unless  operating
conditions  otherwise  dictate,  Seller  shall  schedule all outages of expected
duration greater than five (5) days for completion  during the period designated
by Nevada's Operating Representative, which shall be during Maintenance Months.

     4.6.12 Seller shall, If requested by Nevada's Operating  Representative and
at no  additional  cost to  Nevada,  make  every  reasonable  effort to  produce
Contract  Capacity  during an  Emergency.  If  Seller  had  scheduled  an outage
coincident  with the  Emergency,  Seller shall make every  reasonable  effort to
reschedule that outage. Nevada shall be deemed to have waived the minimum notice
requirements  of Section  4.6.11 if Seller  has not taken a  properly  scheduled
outage at Nevada's request and subsequently seeks to reschedule that outage.

     4.6.13  Seller  shall test and  calibrate  Seller's  protective  devices at
Intervals  agreed upon by the  Parties'  Operating  Representatives,  but not to
exceed four (4) years. Seller shall notify Nevada's Operating  Representative at
least thirty (30) days prior to such  testing and  calibration.  Provisions  for
Seller's notices shall have been set forth In Exhibit C.

     If Nevada, because of an analysis of operating conditions or because of the
addition  of  facilities  to Nevada's  electric  system or the  modification  of
facilities on Nevada's electric system, has reason to doubt the effectiveness of
Seller's protective devices,  Nevada shall have the right, without liability, to
require Seller to retest and recalibrate  those devices and to  demonstrate,  to
Nevada's reasonable satisfaction and at no additional cost to Nevada, the proper
calibration  and operation of those devices.  If operating  conditions  dictate,
Nevada shall also have the right,  without liability,  to retest and recalibrate
those devices and to bill Seller for  associated  costs In  accordance  with the
provisions of Section 5.5 or Exhibit B; whichever Is applicable.

     4.6.14 Seller shall maintain a supply of backup fuel, the quantity of which
shall be established  during  subsequent  discussions,  sufficient to ensure the
availability  of Seller's  Generating  Facility  during periods when natural gas
delivery can be reasonably expected to be curtailed.

     4.7 Nevada's  Review:  Any review of the design,  construction,  operation,
maintenance,  or  Improvement  of  Seller's  Facilities  by Nevada is solely for
Nevada.  Nevada  makes  no  representation  as  to  the  economic  or  technical
feasibility  and  suitability  of any of Seller's  Facilities  for any  purpose.
Seller shall not represent to any third party that Nevada's  review  constitutes
such a representation.

     5. NEVADA'S FACILITIES: Nevada shall, as agreed upon by the Parties and set
forth In Exhibit 8, provide facilities required to affect the provisions of this
Contract. Nevada's Facilities shall be those facilities so designated In Exhibit
B.

     5.1 Ownership:  Nevada's Facilities shall be owned, designed,  constructed,
operated,  maintained,  and Improved by Nevada.  Unless otherwise agreed upon by
the  Parties  and set forth I  Exhibit  B, all costs  associated  with  Nevada's
Facilities, whether Incurred by Nevada or by Seller, shall be borne by Seller.

         5.2      Construction Deposits:

     5.2.1 Unless  otherwise agreed upon by the Parties and set forth In Exhibit
B, Seller  shall,  upon  execution of Exhibit B, deposit the  estimated  cost of
Nevada's  Facilities with Nevada.  Seller's cost for the design and construction
of that  portion of  Nevada's  Facilities  for which  Seller has  deposited  the
estimated  cost with Nevada shall be adjusted to Nevada's  actual cost after the
facilities  have  been  completed.  If  Seller's  construction  deposits  exceed
Nevada's  actual cost,  Nevada shall refund the excess deposits to Seller within
sixty (60) days of the completion of those  Facilities.  If Nevada's actual cost
exceeded Seller's  construction  deposits,  Nevada shall render a bill to Seller
for the excess cost.

     5.2.2 If that portion of Nevada's Facilities for which Seller has deposited
the estimated cost with Nevada shall be used for the sale of electric  energy to
Seller and related parties as defined In Internal Revenue Service Advance Notice
88-129 and If the  electric  energy  that  shall be sold to Seller  and  related
parties has been  projected  to exceed five (5) percent of the  electric  energy
that shall be sold to Nevada by Seller under the  provisions  of this  Contract,
the estimated  cost of such  facilities  shall be Increased by 30.185 percent to
cover the Income tax liability attributable to such facilities.

     5.2.3 If that portion of Nevada's Facilities for which Seller has deposited
the estimated cost with Nevada had been deemed  "nontaxable" for the purposes of
Section 5.2.2 and if those  facilities  subsequently  became  taxable during the
term of this Contact because electric energy sales to Seller and related parties
exceeded five (5) percent of the electric  energy  purchased by Nevada under the
provisions  of this  Contract  during  any  three  (3)  years of a five (5) year
period,  Nevada shall have the right to bill Seller for the Income tax liability
attributable  to such  facilities  because  of the sales to Seller  and  related
parties.

     5.3 Construction: Prior to the start of Nevada's construction, Nevada shall
furnish a construction  schedule for Nevada's Facilities to Seller. Nevada shall
notify  Seller,  upon receipt of pertinent  Information,  of any changes in that
construction schedule that may affect or may have affected Firm Operation.

     Seller shall release Nevada from any loss and liability,  whether direct or
Indirect and Including attorney's fees and other costs of litigation,  resulting
from any delay In the completion of Nevada's  Facilities that has been caused by
Seller or by circumstances beyond Nevada's reasonable control.

     5.4 Project Abandonment: If this Contract has been terminated prior to Firm
Operation,  Seller shall bear all costs associated with Nevada's Facilities that
were incurred by Nevada prior to Contract  termination  plus all removal  and/or
abandonment  costs  Incurred  by  Nevada  subsequent  to  contract  termination.
Seller's cost for the design,  construction,  and removal and/or  abandonment of
Nevada's  Facilities  shall be adjusted  to Nevada's  actual cost not of salvage
value after Nevada's removal and/or abandonment efforts have been completed.  If
Seller's  construction deposits exceed Nevada's actual cost, Nevada shall refund
the  excess  deposits  to Seller  within  sixty (60) days of the  completion  of
Nevada's  efforts.  If  Nevada's  actual  cost  exceeded  Seller's  construction
deposits, Nevada shall render a bill to Seller for the excess cost.

     5.5 Billing Provisions: Unless otherwise agreed upon by the Parties and set
forth In Exhibit 8, Nevada shall render  monthly  bills to Seller for  operation
and  maintenance  costs,  both direct and  Indirect,  associated  with  Nevada's
Facilities  that were  Incurred by Nevada  during the billing  period.  Indirect
costs shall Include but not be limited to labor loadings for  administrative and
general,  FICA,  bodily  Injury  Insurance,  property  damage  Insurance,  group
Insurance,  Industrial Insurance, holiday pay, sick leave, vacation pay, pension
plans, supervision, tools, transportation, and unemployment taxes.

5.6      Operation and Maintenance:

     5.6.1.  Nevada shall operate and maintain Nevada's Facilities in accordance
with Nevada's methods of operation and maintenance.

     5.6.2  Nevada  shall  notify  Seller's  Operating   Representative  of  any
condition that may affect or may have affected  Seller's  ability to produce and
deliver Contract Capacity to Nevada.

6.  INTERCONNECTION  AGREEMENT  FACILITIES:  The Parties  shall  execute an
Interconnection  Facilities Agreement.  Upon execution,  that agreement shall be
attached to this Contract as Exhibit B.

7.       OPERATIONS  COORDINATION  AGREEMENT:   The  Parties  shall  execute  an
         Operations Coordination Agreement. Upon execution, that agreement shall
         be attached to this Contract as Exhibit C.

8.       IMPROVEMENTS  AGREEMENTS:  Improvements shall Include any modifications
         and  additions  to  Seller's  Interconnection  Facilities  or  Nevada's
         Facilities  that are  required to  maintain  Nevada's  Electric  System
         Integrity or to comply with the directive of any governmental  body. If
         Improvements  are  required,  the Parties  shall  execute  Improvements
         Agreements.  Upon execution, those agreements shall be attached to this
         Contract as Exhibit D.

         The execution of Improvements  Agreements  shall not obligate Nevada to
         Increase  the rates set forth In Exhibit A or to  otherwise  compensate
         Seller for costs  Incurred by Seller as a result of  Implementation  of
         the Improvements Agreements.

9        CAPACITY AND ENERGY METERING:

         9.1  Unless  otherwise  agreed  upon by the  Parties  and set  forth In
         Exhibit B, meters and metering  equipment used to measure  Capacity and
         Energy shall be provided,  owned, operated, and maintained by Nevada as
         Nevada's Facilities.

         9.2 Meters and  metering  equipment  shall be  Installed  In  locations
         designated by Nevada In Exhibit B. If the meters and metering equipment
         have been installed at locations other than the Interconnection  Point,
         Nevada shall have the right to install loss  compensation  equipment to
         reflect the losses  that would have been  recorded by the meters if the
         meters and metering equipment had been Installed at the Interconnection
         Point.

         9.3 Seller shall not undertake any action that could interfere with the
         operation of Nevada's meters and metering equipment. If Seller falls to
         comply  with the  provisions  of this  section,  Nevada  shall have the
         right, without liability,  to isolate Seller's Facilities from Nevada's
         Electric System until Nevada's meters and metering  equipment have been
         reinstalled In a location that Is Inaccessible to Seller.

          9.4  Nevada's  meters  and  metering  equipment  shall be  tested  and
          calibrated upon Installation and thereafter at Intervals not to exceed
          two (2) years and In  accordance  with the  provisions of the American
          National Standard Institute Code for Electricity Metering (ANSI C12.1,
          latest revision). Nevada shall provide fifteen (15) days prior written
          notice of meter  testing  to  Seller.  Seller  shall have the right to
          monitor Nevada's meter testing.

         Seller  shall also have the right to  request  additional  testing  and
         calibration of Nevada's meters and metering equipment.  If so requested
         in  writing,  Nevada  shall  test and  calibrate  Nevada's  meters  and
         metering  equipment  within  thirty  (30) days of  Nevada's  receipt of
         Seller's  request.  If the  accuracy  of Nevada's  meters and  metering
         equipment Is found to be within the limits  established  In ANSI C12.1,
         Seller shall bear the cost of such additional  tests.  Billing for such
         costs  shall be In  accordance  with the  provisions  of Section 5.5 or
         Exhibit 8; whichever Is applicable.  If the accuracy of Nevada's meters
         and metering equipment Is found to be outside the limits established In
         ANSI C12.1, Nevada shall bear the cost of such additional tests.

         9.5 If the accuracy of Nevada's meters and metering  equipment has been
         found to be outside the limits established In ANSI C12.1,  Nevada shall
         repair  and  recalibrate  or  replace   Nevada's  meters  and  metering
         equipment,  and Nevada shall adjust payments to Seller for Capacity and
         Energy  delivered to Nevada  during the period in which the  inaccuracy
         existed.  If the  period  In which  the  Inaccuracy  existed  cannot be
         determined, adjustments shall be made for a period equal to one-half of
         the elapsed time since the last test and calibration of Nevada's meters
         and metering equipment; however, the adjustment period shall not exceed
         six (6) months.  If  adjustments  are  required,  Nevada shall render a
         statement  describing the adjustments to Seller within thirty (30) days
         of the date on which  the  Inaccuracy  was  rectified.  If  applicable,
         additional  payments to Seller shall accompany Nevada's  statement.  If
         applicable,  Nevada's  bill for  refunds  due  Nevada  shall  accompany
         Nevada's statement.

         9.6 If Nevada's  meters fall to register,  Nevada shall render payments
         to Seller  that have been  based upon  Nevada's  estimate  of  Seller's
         Capacity and Energy.  Nevada's  estimated  payments shall have the same
         force and effect as actual payments.

 10.     CAPACITY  PROVISIONS:  Unless  otherwise  provided within this section,
         Uncontrollable  Forces  shall not excuse  Seller  from the  performance
         requirements of this section.

         10.1 Performance  Requirements:  Unless otherwise instructed by Nevada,
          Seller shall make  Contract  Capacity  available to Nevada  during the
          Contract  Term.  Seller  shall be deemed  to have met that  obligation
          whenever  Seller's  deliveries  meet or  exceed  deliveries  specified
          herein.

                  10.1.1  Summer  Season:  For the purposes of this  section,  a
                  summer  season shall  Include May,  June,  July,  August,  and
                  September.  During a summer season,  total Energy produced and
                  delivered  to Nevada  during the on-peak  hours of that season
                  must meet or exceed the  product  of  Contract  Capacity,  the
                  number of on-peak hours during that season, and 0.90.

                  10.1.2  Winter  Season:  For the purposes of this  section,  a
                  winter season shall  Include the months of December,  January,
                  and February. During a winter season total Energy produced and
                  delivered  to Nevada  during the on peak hours of that  season
                  must meet or exceed the  product  of  Contract  Capacity,  the
                  number of on-peak hours during that season, and 0.90.

                  10.1.3 For the purposes of this  section,  on-peak hours shall
                  be those hours so  designated  In Exhibit A for the summer and
                  winter seasons less any hours associated with the occurance of
                  the events  expressly  excluded In Sections 10.2.1 and 10.3.1,
                  respectively.

         10.2     Summer Probation:

                  10.2.1 If Seller  failed;  for reasons other than  limitations
                  imposed  by Nevada,  natural  catastrophes,  epidemics,  wars,
                  civil disobedience, or failure, threat of failure, sabotage of
                  facilities  that have been  maintained In accordance  with the
                  provisions  of this  Contract to the extent that such failure,
                  threat of failure,  or sabotage  renders  Seller  incapable of
                  performance in accordance with the provisions of this Contract
                  for a period of not less than two (2) months  and not  greater
                  than  twenty-four   (24)  months;   to  meet  the  performance
                  requirements of this section during any summer season,  Seller
                  shall be placed on summer probation for a period not to exceed
                  twelve (12) months.

                  10.2.2 If Seller  failed,  for reasons other than  limitations
                  imposed by Nevada,  to produce  and  deliver  Energy to Nevada
                  that meets or exceeds the product of  Contract  Capacity,  the
                  number of  on-peak  hours in the  month,  and 0.90  during any
                  month of a summer season within a summer probationary  period,
                  Nevada shall have the right to extend the summer  probationary
                  period  for an  additional  twelve  (12)  months  or to reduce
                  Contract  Capacity  to a  level  not  less  than  the  average
                  capacity  level achieved by Seller during the on-peak hours of
                  the preceding summer season.

                  10.2.3 If Seller has met the performance  requirements of this
                  Contract  during each month of a summer season within a summer
                  probationary   period,   Seller  shall  be  taken  off  summer
                  probation.  Seller shall also be taken off summer probation if
                  Seller has demonstrated,  to Nevada's reasonable satisfaction,
                  that the problems,  which caused Seller to be placed on summer
                  probation,  had  been  rectified  and that  Seller  Is able to
                  produce and deliver Contract  Capacity to Nevada in accordance
                  with the provisions of this Contract.

         10.3     Winter Probation:

                  10.3.1 If Seller  failed,  for reasons other than  limitations
                  imposed  by Nevada,  natural  catastrophes,  epidemics,  wars,
                  civil disobedience, or failure, threat of failure, sabotage of
                  facilities  that have been  maintained In accordance  with the
                  provisions  of this  Contract to the extent that such failure,
                  threat of failure,  or sabotage  renders  Seller  Incapable of
                  performance In accordance with the provisions of this Contract
                  for a period of not less than two (2) months  and not  greater
                  than  twenty-four   (24)  months;   to  meet  the  performance
                  requirements of this section during any winter season,  Seller
                  shall be placed on winter probation for a period not to exceed
                  twelve (12) months.

                  10.3.2 If Seller  failed,  for reasons other than  limitations
                  Imposed by Nevada,  to produce  and  deliver  Energy to Nevada
                  that meets or exceeds the product of  Contract  Capacity,  the
                  number of  on-peak  hours In the month,  and 0.90,  during any
                  month of a winter season within a winter probationary  period,
                  Nevada shall have the right to extend the winter  probationary
                  period  for an  additional  twelve  (12)  months  or to reduce
                  Contract  Capacity  to a  level  not  less  than  the  average
                  capacity  level achieved by Seller during the on-peak hours of
                  the preceding winter season.

                  10.3.3 If Seller has met the performance  requirements of this
                  Contract  during each month of a winter season within a winter
                  probationary   period,   Seller  shall  be  taken  off  winter
                  probation.  Seller shall also be taken off winter probation if
                  Seller has demonstrated,  to Nevada's reasonable satisfaction,
                  that the problem,  which caused  Seller to be placed on winter
                  probation,  had  been  rectified  and that  Seller  Is able to
                  provide Contract Capacity In accordance with the provisions of
                  this Contract.

         10.4 Contract Capacity Reduction: If Contract Capacity has been reduced
         for any reason,  the provisions of this Contract shall be applicable to
         the reduced Contract Capacity.

         If Contract  Capacity  has been reduced for any reason,  Seller  shall,
         upon receipt of Nevada's bill,  refund to Nevada,  with Interest at the
         rate established by the Commission for Nevada's overall rate of return,
         all  payments  to Seller In excess of the  amount  that would have been
         paid If advance notice of Contract Capacity reduction had been provided
         In accordance with the following table.

         Contract Capacity                                    Advance
              Reduction                                        Notice 

         0 to 1,000 kW                                          1 Year
         1,001 to 70,000 kW                                     3 Years
         over 70,000 kW                                         5 Years


         10.6  Contract  Capacity  Increase:   If  Contract  Capacity  has  been
         increased for any reason,  the  provisions  of this  Contract  shall be
         applicable to the Increased Contract Capacity.

11.      ESCROW  PROVISIONS:  Upon  execution  of this  Contract,  Seller  shall
         deposit with Nevada an amount equal to fifty cents ($0.50) per kilowatt
         of Contract Capacity. Within thirty (30) days of Commission approval of
         this  Contract,  Seller shall deposit with Nevada an additional  amount
         equal to four dollars and fifty cents  ($4.50) per kilowatt of Contract
         Capacity.  Seller's deposits shall be In addition to any other deposits
         required  under this  Contract.  Seller's  deposits  shall be placed In
         escrow and shall accrue  Interest at the rate set by the Commission for
         Interest paid on customer deposits.

         11.1 If this  Contract  has not  been  approved  by the  Commission  In
         accordance  with the provisions of Section 27,  Seller's escrow deposit
         plus  accrued  Interest  shall be refunded to Seller.  Seller's  refund
         shall be sent to Seller  within  sixty  (60)  days of the  Commission's
         failure to approve this Contract.

         11.2 If  Seller  achieved  Firm  Operation  at the  level  of  capacity
         specified  in  Section  1.4,  Seller's  escrow  deposits  plus  accrued
         Interest shall be refunded to Seller.  Seller's refund shall be sent to
         Seller within sixty (60) days of Firm Operation.

         If Seller  achieved Firm Operation at a level of capacity less than the
         level of capacity  specified In Section 1.4,  Seller's  escrow deposits
         plus  accrued  Interest  shall  be  prorated  on the  basis  of  actual
         performance.  That  portion of Seller's  escrow  deposits  plus accrued
         Interest attributed to Seller's actual performance shall be refunded to
         Seller; the balance shall be forfeited to Nevada. Seller's refund shall
         be sent to Seller within sixty (60) days of Firm Operation.

         11.4 If Seller  failed  to  achieve  Firm  Operation,  Seller's  escrow
         deposits plus accrued Interest shall be forfeited to Nevada.

         11.5 Seller shall have the right to substitute  irrevocable  letters of
         credit or surety  bonds In the amounts of the escrow  deposits for cash
         deposits.  Such Irrevocable  letters of credit or surety bonds shall be
         in a form acceptable to Nevada.

12       BILLING PROVISIONS:  Nevada's bills, which have been rendered by Nevada
         In accordance  with the provisions of this Contract,  shall be due upon
         receipt by Seller and  payable  within  twenty  (20) days of receipt by
         Seller. Seller shall make every reasonable effort to pay Nevada's bills
         promptly.  If Seller  failed to make timely  payment of any of Nevada's
         bills,  Nevada shall have the right,  without liability to withhold the
         amount due Nevada from payments due Seller for Capacity and Energy.  If
         Seller failed to make timely payment of any of Nevada's  bills,  Nevada
         shall also have the right to  exercise  any other  rights and  remedies
         available to Nevada In accordance with the provisions of this Contract.

13.      CAPACITY AND ENERGY PAYMENT PROVISIONS:

         13.1 Nevada shall send to Seller, not later than thirty (30) days after
         the end of each monthly payment period,  Nevada's statement showing the
         Capacity and Energy  received by Nevada  during the payment  period and
         Nevada's  check In payment of the  amount  due  Seller.  If two or more
         rates were applicable to any payment period,  Nevada's payment shall be
         based upon the amount of Capacity and Energy  received by Nevada during
         the  period  each  rate was  applicable,  or, If such  Information  was
         unavailable,  Nevada's  payment  shall be based upon the number of days
         each rate was applicable.

         13.2 Seller shall have the right of access to Nevada's records that are
         reasonably  required  to confirm the  accuracy  of Nevada's  statement.
         Seller shall,  within thirty (30) days of Seller's  receipt of Nevada's
         statement, notify Nevada In writing of any error In Nevada's statement.
         If Seller  failed to provide such notice,  Seller shall have waived all
         rights to an adjusted payment for the subject payment period.

         If Seller  notified  Nevada  of an error In  Nevada's  statement  or If
         Nevada  discovered  an error In Nevada's  statement  within thirty (30)
         days of the Issuance of Nevada's  statement,  Nevada  shall  provide an
         adjusted  statement  to  Seller.  If  Nevada's  error  resulted  In  an
         additional  payment to Seller,  Nevada's check In payment of the amount
         due Seller shall  accompany the adjusted  statement.  If Nevada's error
         resulted In a refund to Nevada, Nevada's bill for the amount due Nevada
         shall accompany the adjusted statement.

14.      TAXES:

         14.1 Seller shall pay ad valorem and other taxes properly attributed to
Seller's Facilities.

         14.2 Nevada shall pay ad valorem and other taxes properly attributed to
Nevada's Facilities.

         14.3 Seller and Nevada  shall  provide  Information  concerning  either
         Party's Facilities to any requesting taxing authority.

         14.4 Nevada shall pay franchise and other taxes properly  attributed to
         Nevada's resale of Capacity and Energy.

15.      LIABILITY:

         15.1 Neither  Party shall be saved  harmless and  indemnified  from any
         loss and liability  resulting  from that Party's  negligence or willful
         misconduct.

         15.2  Each  Party  shall  release  the  other  Party  from any loss and
         liability, whether direct or Indirect and Including attorney's fees and
         other costs of  litigation,  resulting  from damages to property of the
         releasing Party arising out of the other Party's efforts to perform Its
         obligations  under this  Contract to the extent that such  damages were
         not caused by  negligence  or  willful  misconduct  of the  Indemnified
         Party.

         15.3 Each Party shall be solely responsible for the costs and liability
         of all claims  brought by Its employees or  contractors  and shall save
         harmless  and  Indemnify  the  other  Party  from  all such  costs  and
         liability.  Costs  arising out of worker's  compensation  laws shall be
         deemed employee related claims for the purposes of this section.

         15.4 Each Party shall save  harmless and indemnify the other Party from
         any loss and  liability,  whether  direct  or  Indirect  and  Including
         attorney's  fees and  other  costs of  litigation,  resulting  from the
         Injury or death of any person and  damages to any  property  of a third
         party  arising  out  of  the   Indemnifying   Party's   performance  of
         obligations under this Contract to the extent that such Injury,  death,
         or damages were not caused by negligence  or willful  misconduct of the
         Indemnified Party.

 16.     INSURANCE:  Until  this  Contract  has been  terminated,  Seller  shall
         maintain  comprehensive  general  liability  coverage  with  a  minimum
         combined   single  limit  per   occurrence  of  five  million   dollars
         ($5,000,000.00). Seller's Insurance policy shall be subject to Nevada's
         approval.  Seller shall deliver a copy of Seller's  Insurance policy to
         Nevada prior to the date Seller's Interconnection  Facilities are first
         energized. Seller's Insurance policy shall provide for thirty (30) days
         written  notice of alteration or  termination  to Nevada.  Seller shall
         also provide an Insured  endorsement to Nevada in the form set forth In
         Exhibit F.

         If Seller failed to comply with the provisions of this section,  Seller
         shall save harmless and indemnify  Nevada from any loss and  liability,
         whether  direct or Indirect  and  Including  attorney's  fees and other
         costs of  litigation,  resulting from the Injury or death of any person
         or damage to any  property to the extent  that  Nevada  would have been
         protected had Seller compiled with these  provisions.  If Seller failed
         to comply with the  provisions of this  section,  Nevada shall have the
         right,  without liability,  to refuse to connect or to Isolate Seller's
         Facilities from Nevada's  system.  Once Isolated,  Seller's  Facilities
         shall  remain  isolated  until  Seller  Is  In  compliance  with  these
         provisions.

17.  UNCONTROLLABLE  FORCES:  Except as  otherwise  provided  in Section  10, if
     Uncontrollable  Forces  rendered  a Party  wholly  or  partially  unable to
     perform any obligations under this Contract, the non-performing Party shall
     be excused from such  performance  provided that Party  delivered a written
     description  of the  problem  to the other  Party  within  two weeks of the
     occurrence;  that the suspension of performance was no greater In magnitude
     and no  longer In  duration  than was  dictated  by the  problem;  that the
     non-performing  Party made every reasonable effort to alleviate the problem
     except that neither  Party shall be required to settle any labor dispute on
     terms  that  It  deemed  contrary  to  Its  best  Interest;  and  that  the
     non-performing  Party  notified  the other  Party In writing as soon as the
     non-performing Party was able to resume full performance of Its obligations
     under this Contract.

18.      NON-DEDICATION OF FACILITIES: By this Contract, neither Party dedicated
         any part of Its  facilities  to the public or to the service  provi'ded
         under this Contract.  Such service shall cease upon termination of this
         Contract.

19.      AMENDMENTS:  Unless otherwise  specified  herein,  all modifications to
         this Contract shall require amendments to this Contract.  Amendments to
         this  Contract  shall  be In  writing  and  shall be  executed  by both
         Parties.

20.      PREVIOUS  COMMUNICATIONS:  This Contract  contains the entire agreement
         and  understanding  between the Parties thereby merging and superseding
         all prior agreements and representations by the Parties.

21.      NON-WAIVER:  Any waiver of the  provisions of this Contract shall be ir
         writing.  The failure of either Party to Insist upon strict performance
         of Contract  provisions or to exercise any Contract  right shall not be
         construed as a waiver of such Contract provision or a relinquishment of
         such Contract right.

22.       DISPUTES:  The Parties  shall  negotiate  In good faith and attempt to
          resolve any dispute  arising  between  the  Parties and  requiring  an
          Interpretation  of the  provisions of this Contract.  However,  If the
          Parties are unable to resolve  any such  dispute,  either  Party shall
          have the right to submit a demand that such dispute be  arbitrated  to
          the other Party.  If such a demand is submitted,  the dispute shall be
          resolved by arbitration  conducted In accordance with the rules of the
          American Arbitration  Association (AAA). If such a dispute arises, the
          demanding  Party shall file a request with the AAA for the  selection,
          pursuant to the AAA rules, of a member of the AAA In good standing who
          shall  serve as the sole  arbitrator.  After the  arbitrator  has been
          selected,  the  arbitration  shall be held In Las Vegas,  Nevada.  The
          Parties shall  proceed with the  arbitration  expeditiously  and shall
          conclude all proceedings thereunder so that a decision may be rendered
          within one hundred  twenty  (120) days of the  submittal of the demand
          for  arbitration.  Pending  resolution  of dispute,  the Parties shall
          proceed  diligently  with the performance of their  obligations  under
          this Contract.  The award of the arbitrator shall be final and binding
          on  both  Parties  and  shall  be  enforceable  by  any  court  having
          Jurisdiction over the Party against which enforcement is sought.  Each
          Party  shall  bear Its own costs  associated  with  resolution  of the
          dispute except that all costs associated with the arbitration shall be
          apportioned In the award of the  arbitrator  based upon the respective
          merit of the claims of the Parties.

23.       REMEDIES:  Except as otherwise set forth in this Contract, each Party,
          upon the other  Party's  failure  to perform  in  accordance  with the
          provisions  of this  Contract,  shall have the right to  exercise  any
          right or remedy that Party may have at law or in equity  including but
          not limited to compensation  for monetary  damages such as the cost of
          removal and/or abandonment of Nevada's  Facilities and the incremental
          cost of  replacement  power  plus the  incremental  installed  cost of
          replacement generation and transmission facilities, injunctive relief,
          and specific performance except that neither Party shall be liable for
          any  indirect,  consequential,   incidental,  punitive,  or  exemplary
          damages.  If applicable,  forfeited  escrow  deposits  and/or refunded
          Capacity and Energy payments shall be subtracted from monetary damages
          due Nevada in accordance with the provisions of this section.

 24.     ASSIGNMENT  AND  DELEGATION:  Neither  Party shall assign any right nor
         delegate any duty under this  Contract  without the written  consent of
         the other Party;  except Seller shall have the right to assign Seller's
         rights under this Contract as collateral  In  conjunction  with project
         financing   without  Nevada's   consent.   Consent  for  assignment  or
         delegation shall not be unreasonably withheld or delayed.

         If Seller assigns  Seller's  rights as collateral In  conjunction  with
         project financing,  Lender shall have the right to appoint,  subject to
         Nevada's  prior  written  approval,  operating  agents who shall assume
         responsibility  for the  construction,  operation,  and  maintenance of
         Seller's  Facilities if Seller falls to perform in accordance  with the
         provisions  of  this   Contract.   Nevada's   approval   shall  not  be
         unreasonably  withheld or delayed.  If Lender's operating agent(s) fall
         to cure  Seller's  default  within  thirty  (30) days of such  default,
         Nevada  shall have the right,  without  liability,  to  terminate  this
         Contract.  If Lender's operating agent(s) fall to perform in accordance
         with the  provisions  of this  Contract,  Nevada  shall have the right,
         without liability, to terminate this Contract.

25.      GOVERNING LAW: This Contract shall be interpreted under the laws of the
         State of Nevada as if executed and performed wholly within that state.

26.      NATURE OF OBLIGATIONS:  Unless otherwise agreed upon by the Parties and
         set forth  herein,  the duties,  obligations,  and  liabilities  of the
         Parties shall be several;  not joint or  collective.  The provisions of
         this Contract shall not be construed as creating an association, trust,
         partnership, or joint venture; as Imposing a trust or partnership duty,
         obligation,   or  liability  on  either  Party;   or  as  creating  any
         relationship  between  the  Parties  other  than  that  of  Independent
         contractors  for the sale and  purchase  of  electric  capacity  and/or
         energy.  Nothing in this Contract nor any action taken  hereunder shall
         be construed as creating any duty, liability or standard of care to any
         person not a Party to this Contract.

27.      COMMISSION  APPROVAL:  Within  thirty (30) days of Contract  execution,
         Nevada  shall  submit this  Contract to the  Commission  for review and
         approval. This Contract shall be void unless approved by the Commission
         as executed.

28.    SIGNATURES:

         IN WITNESS WHEREOF, the Parties hereto have executed this Contract this
Second day of May, 1989.

                                        BONNEVILLE NEVADA CORPORATION:


                                        By:
                                        Name: R. A. Keegan
                                        Title: President



                                         NEVADA POWER COMPANY:



                                         By:
                                         Name:  Charles A. Lenzie
                                         Title: Chairman of the Board