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                                                  Exhibit 10.17.3


                      AMENDED AND RESTATED
        AGREEMENT FOR PURCHASE AND SALE OF ELECTRIC POWER
                             BETWEEN
               O'BRIEN (PARLIN) COGENERATION, INC.
                               AND
              JERSEY CENTRAL POWER & LIGHT COMPANY

     AMENDED AND RESTATED AGREEMENT entered into this 30 day of
April 1996 by and between O'BRIEN (PARLIN) COGENERATION, INC., a
Delaware corporation (the "Seller"), and JERSEY CENTRAL POWER &
LIGHT COMPANY, a New Jersey corporation ("JCP&L") (collectively
referred to as "Parties").


                            ARTICLE 1

                            RECITALS


     WHEREAS, JCP&L and Seller have entered into a certain
Agreement for the Purchase and Sale of Electric Power, dated
October 20, 1986, covering the purchase and sale of electrical
output from the cogeneration facility constructed by Seller at
the DuPont facility in Parlin, New Jersey which facility is a
"qualifying cogeneration facility" as defined in the Public
Utility Regulatory Policies Act of 1978 and the applicable
regulations of the Federal Energy Regulatory Commission
thereunder;

     WHEREAS, JCP&L and Seller have entered into a First
Amendment dated as of April 9, 1991 to that Agreement amending
the Agreement in certain respects (the Agreement as so amended
being referred to herein as the "Power Purchase Agreement");

     WHEREAS, the New Jersey Board of Public Utilities or its
predecessors has entered appropriate orders approving the Power
Purchase Agreement and the recovery by JCP&L of all payments to
Seller thereunder from JCP&L's customers through JCP&L's.
levelized energy adjustment clause;

     WHEREAS, NRG Energy Inc. ("NRG") is seeking approval of its
proposed Plan of Reorganization (the "NRG Plan") of O'Brien
Environmental Energy, Inc. ("O'Brien") which provides for the
acquisition by NRG of 49% of the outstanding stock of O'Brien;

     WHEREAS, Seller is a wholly owned subsidiary of O'Brien; and

     WHEREAS, the Parties now desire, subject to satisfaction  of
the conditions set forth below, further to amend

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and to restate the Power Purchase Agreement in order to provide,
among other things, that the Facility shall be operated subject
to the partial dispatching control of JCP&L and that JCP&L shall
assume responsibility for the Facility's fuel supply and intend
that this Amended and Restated Agreement become effective and
govern the purchase and sale of electrical output from the
aforesaid cogeneration facility from and after the Effective Date
(as hereinafter defined).

     NOW THEREFORE, in consideration of the mutual covenants
contained herein and other valuable consideration, receipt of
which is hereby acknowledged, the Parties hereby agree as
follows:


                            ARTICLE 2

              CONVERSION OF FACILITY TO EWG STATUS


     Promptly following entry of the Approval Order (as
hereinafter defined), Seller will file with the FERC an
appropriate application for determination that Seller is an
"exempt wholesale generator" ("EWG") under Section 32(a) (1) of
the Public Utility Holding Company Act of 1935, as amended, and
the regulations of the FERC thereunder.  JCP&L will cooperate
with Seller in connection with Seller's application to become an
EWG and will, in order to enable Seller to become an EWG, agree,
subject to receipt of requisite regulatory approvals (which JCP&L
will use reasonable efforts to pursue and obtain), to purchase
from Seller and sell to DuPont such electrical energy as DuPont
may require under its agreement with Seller, in addition to
JCP&L's purchase of the Base Capacity and Dispatchable Capacity
as provided herein, provided that the terms of such purchase from
Seller and sale to DuPont do not result in any net increase in
cost to JCP&L (e.g.,  the purchase price of such energy from
Seller shall equal the sale price of such energy to DuPont) and
provided, further, that Seller promptly reimburse JCP&L for any
and all reasonable expenses incurred by JCP&L in carrying out its
obligations as set forth in this sentence, including, without
limitation, the expenses incurred in obtaining requisite
regulatory approval of the sale of electrical energy to DuPont.
Seller and JCP&L shall enter into such amendments and
modifications to this Amended and Restated Agreement as may be
reasonably necessary, and not detrimental to JCP&L, to implement
such change.  If requested by Seller, JCP&L shall, at no cost to
JCP&L, use reasonable efforts to support Seller's filing with the
FERC for approval of the rates provided for in this Amended and
Restated Agreement.  In the event the FERC grants Seller's EWG
application, Seller shall have no further obligation under the
Agreement to maintain the Facility as a Qualifying Facility for
so long as Seller maintains EWG status.  JCP&L agrees that, until
either the Effective Date has occurred or it has been definitely
established that the Effective Date will not occur (e.g., the
time period for the occurrence of the Effective Date

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under Section 4.1(b) shall have expired), JCP&L will not pursue
any rights or remedies that it may have against Seller, O'Brien
or its or their predecessors in interest with respect to any past
failure or inability of Seller or the Facility to satisfy
applicable FERC requirements for Qualifying Facilities and
further agrees that, if the Effective Date does occur, on and
after the Effective Date, it shall have no further rights or
remedies against Seller, O'Brien or its or their predecessors in
interest with respect to any past failure or inability of Seller
or the Facility to satisfy applicable FERC requirements for
Qualifying Facilities, all of which shall be deemed to be waived
by JCP&L.  Subject to the next sentence, Seller shall, however,
maintain the Facility as a Qualifying Facility in the event that
the FERC denies Seller's EWG application or revokes Seller's EWG
status.  If the Effective Date does occur as provided herein and
the FERC denies Seller's EWG application or revokes Seller's EWG
status, JCP&L will allow Seller a reasonable period of time, not
to exceed 180 days, to make such modifications to the Facility
and/or to enter into or modify such contracts as may be necessary
to meet the applicable FERC requirements for Qualifying
Facilities, and, if Seller does so, JCP&L shall have no further
rights or remedies against Seller with respect to any past
failure or inability (including any failure or inability during
such cure period) of Seller or the Facility to satisfy such
requirements.


                            ARTICLE 3

                           DEFINITIONS


          The following terms when used herein and in any
appendices hereto shall have the following meanings, unless a
different meaning shall be expressly stated or shall be apparent
from the context:

3.1     "Affiliate" means a corporation or other entity that
        directly, or indirectly, through one or more
        intermediaries, controls or is controlled by, or is under
        common control with, another corporation or other entity.

3.2     "Agreement" means this Amended and Restated Agreement
        including all appendices attached hereto and all
        amendments thereto that may be made from time to time.

3.3     "Anniversary Date" means the date in every year that  the
        Effective Date recurs.

3.4   "Base  Capacity" means that portion of the  Facility  which
shall  be  operated as base load or must run.  The Base  Capacity
shall be 41 MW, rated and demonstrated at 92

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        Degrees F. The output of the Base Capacity will not  vary
        with changes in ambient temperature.

3.5     "Billing  Period"  means the approximate  30  day  period
        between monthly meter readings.

3.6     "BPU"  means the New Jersey Board of Public Utilities  or
        successor agency thereto.

3.7     "BPU  Order" means the order issued by the BPU  approving
        the  Amended and Restated Agreement in the form  executed
        by  the Parties and permitting JCP&L fully to recover all
        payments  made  to  Seller  thereunder  or  otherwise  in
        respect  thereof  from JCP&L's customers through  JCP&L's
        levelized  energy  adjustment  clause  or  similar   rate
        recovery  mechanism,  which  Order  shall  in  form   and
        substance be satisfactory to JCP&L.

3.8     "Capacity  Test" means a test pursuant to applicable  PJM
        guidelines  during the Initial Test Period or  subsequent
        test  periods,  conducted to measure the  output  of  the
        Facility at ambient conditions in order to determine  the
        Facility Capacity at 92 Degrees F.

3.9     "Cogeneration Facility" means the waste heat boiler,  gas
        and  steam  turbines, reciprocating  engine,  fuel  cell,
        generators  and  all  appurtenant structures,  equipment,
        including Seller's interconnection facilities,  and  real
        property interests owned or leased and operated by Seller
        at  Parlin,  New Jersey, for the purposes of sequentially
        generating  electricity  and steam  and  other  forms  of
        useful thermal output.

3.10    "Commercial  Operation" means the sale of Electricity  by
        Seller to JCP&L from Seller's Facility.

3.11    "Contract  Availability"  is  the  measure  of   Facility
        Availability  as calculated pursuant to the  formula  set
        forth  in  Article 8.3.  Contract Availability  shall  be
        measured on an annual basis.

3.12    "Contract   Capacity"  shall  be  114   MW,   rated   and
        demonstrated at 92 Degrees F.

3.13    "Contract  Year"  shall  mean each  twelve  month  period
        during  the term hereof commencing on the Effective  Date
        and each anniversary of the Effective Date; provided that
        the last Contract Year shall end on June 17, 2011 even if
        less than a twelve month period.

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<PAGE>

3.14.1  "Dispatchable  Capacity" shall mean that portion  of  the
        Facility  which  shall operate and export electricity  to
        JCP&L  only  when called for by JCP&L.  The  Dispatchable
        Capacity shall be 73 MW at 92 Degrees F., as adjusted for
        ambient temperature.

3.14.2  "Dispatch  Capacity (Second Combined Cycle)"  shall  mean
        the  temperature  adjusted output of the second  combined
        cycle  train above the Base Capacity, shown in  the  Base
        Combined  Cycle Temperature vs. Capacity curve  contained
        in Appendix C, to be mutually agreed upon and attached to
        this  Amended and Restated Agreement after the completion
        of testing to be conducted by Seller within 90 days after
        the  Effective  Date  pursuant  to  test  procedures  and
        protocols mutually agreed upon by Seller and JCP&L.  Only
        the Combined Cycle portion of the Facility, without using
        the  duct burners, shall be used to achieve this  output.
        This  shall  be the first level of dispatch requested  by
        JCP&L.

3.14.3  "Dispatch   Capacity  (Duct  Fired)"   shall   mean   the
        temperature  adjusted output of the combined  cycle  with
        duct  firing  for additional power output, shown  in  the
        Combined  Cycle with Duct Firing Temperature vs. Capacity
        curve contained in Appendix C, to be mutually agreed upon
        and attached to this Amended and Restated Agreement after
        the  completion  of  testing to be  conducted  by  Seller
        within 90 days after the Effective Date pursuant to  test
        procedures and protocols mutually agreed upon  by  Seller
        and  JCP&L.  The Combined Cycle portion of the  Facility,
        using  the  duct burners, shall be used to  achieve  this
        output.   This  shall  be the second  level  of  dispatch
        requested by JCP&L.

3.14.4  "Dispatch   Capacity  (Max  Output)"   shall   mean   the
        temperature  adjusted output of the combined  cycle  with
        duct   firing  and  Combustion  Turbine  overfiring   for
        additional   power  output,  shown  in  the  Max   Output
        Temperature  vs. Capacity curve contained in Appendix  C,
        to  be  mutually agreed upon and attached to this Amended
        and Restated Agreement after the completion of testing to
        be conducted by Seller within 90 days after the Effective
        Date  pursuant to test procedures and protocols  mutually
        agreed upon by Seller and JCP&L.  This shall be the third
        and final level of dispatch requested by JCP&L.  Dispatch
        Capacity  (Max  Output) will only be requested  during  a
        System Emergency.

3.15    "DuPont"  means the E.I. DuPont de Nemours  Company,  the
        owner  of  the leased premises occupied by the  Facility,
        and Seller's steam purchaser.

3.16    "Effective  Date" shall mean the last to occur  of  (a)  the
        date on which the BPU issues the BPU Order, (b) ten (10)

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        days  following  the  entry of an  order  (the  "Approval
        Order")  by  the United States Bankruptcy Court  for  the
        District  of  New  Jersey ("Bankruptcy Court")  approving
        the  NRG  Plan,  (c) the date on which the  existing  Gas
        Service  Agreement dated May 13, 1993 between Seller  and
        PSE&G  shall  have been terminated or assigned  to  JCP&L
        without any liability to Seller or the Facility, (d)  the
        date  on  which JCP&L shall have entered into  the  PSE&G
        Gas  Supply  Agreement, or, if the existing  Gas  Service
        Agreement  described  in  clause  (c)  shall  have   been
        assigned  to  JCP&L,  such  agreement  shall  have   been
        amended or modified to JCP&L's satisfaction, in its  sole
        discretion, and in either case such agreement shall  have
        received   all   necessary   regulatory   approvals   and
        otherwise shall have become effective in accordance  with
        its  terms, and (e) the date on which that certain  Third
        Amendment  to  Power  Purchase  Agreement  dated  as   of
        December  ___,  1995  by  and  between  O'Brien  (Newark)
        Cogeneration, Inc. and JCP&L shall have become  effective
        in accordance with its terms.

3.17    "Emergency" or a "System Emergency" means a condition  or
        situation  which in JCP&L's sole judgment  affects  JCP&L
        Electric  System Integrity, which judgment shall  not  be
        capriciously  or arbitrarily exercised.  Such  conditions
        include  but are not limited to forced outages, potential
        overloading  of  JCP&L's  transmission  and  distribution
        circuits, unusual operation conditions on either  JCP&L's
        or  Seller's system, conditions such that JCP&L is unable
        to  back  down its own generation sufficiently to  accept
        electricity  from  the facility without jeopardizing  the
        integrity  of JCP&L's system, or conditions  on  the  PJM
        system  are  such that JCP&L has received a request  from
        the PJM Interconnection Dispatcher to reduce or interrupt
        purchases from generation external to PJM.

3.18    "Exempt  wholesale  Generator" or "EWG"  shall  have  the
        meaning  given to that term in Section 32(a) (1)  of  the
        Public  Utility Holding Company Act of 1935, as  amended,
        and the regulations of the FERC thereunder.

3.19    "Facility  Heat Rate" means the quantity of  fuel  (HHV),
        expressed  in British Thermal Units (BTUs),  required  to
        generate one kWh of output from the Facility at  a  known
        temperature.

3.20    "FERC" means the Federal Energy Regulatory Commission  or
        successor agency thereto.

3.21    "Fixed  Capital Payment" shall have the meaning given  to
        such term in Article 8.2 hereof.

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3.22    "Fixed O&M Payment" shall have the meaning given to  such
        term in Article 8.2 hereof.

3.23    "Forced  Outage"  means the unscheduled  removal  of  the
        Facility  or  a  portion  thereof  from  service  or  the
        inability  of the Facility to operate in accordance  with
        the Temperature vs. Capacity Tables of Appendix C.

3.24    "Generating   Facility"   or   "Facility"    means    the
        Cogeneration  Facility or the Exempt wholesale  Generator
        as required by the context.

3.25    "GPU  System"  means  the integrated electric  generating
        system   of  General  Public  Utilities  Corporation,   a
        Pennsylvania corporation, which is the parent of JCP&L.

3.26    "Gross Domestic Product Deflator Index" or "GDPDI"  means
        the  value of the average of the four quarters ending  on
        September 30 of the previous year divided by the value of
        the  average of the four quarters ending on September  30
        of  the  year preceding the previous year of the Implicit
        Price Deflator for Gross Domestic Product as reported  by
        the  United  States Department of Commerce  with  a  1987
        index value of 100.

3.27    "Interconnection Facilities" means all apparatus required
        and  associated  equipment installed to interconnect  and
        deliver  power  from  the Facility  to  JCP&L's  electric
        system   including,  but  not  limited  to,   connection,
        transformation,  switching, metering, communication,  and
        safety  equipment, such as equipment required to  protect
        (1) JCP&L's electric system and its customers from faults
        occurring  at  the  Facility, and (2) the  Facility  from
        faults  occurring on JCP&L's electric system  or  on  the
        systems  of  others to which JCP&L's electric  system  is
        directly   or   indirectly  connected.    Interconnection
        Facilities  also  include  any  necessary  additions  and
        reinforcements  by  JCP&L  to  JCP&L's  electric   system
        required  as  a  result  of the  interconnection  of  the
        Facility to JCP&L's electric system.

3.28    "JCP&L" means Jersey Central Power & Light Company.

3.29    "JCP&L  Electric System Integrity" or "System  Integrity"
        means  the state of operation of JCP&L's electric  system
        which is deemed to minimize the risk of injury to persons
        and/or property and enable JCP&L to provide adequate  and
        reliable electric service to its customers.

3.30    "kWh"  means kilowatt hours of Electricity, the  unit  of
        measure of energy.

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3.31    means  reactive kilovolt-ampere, the unit of  measure  of
        reactive power.

3.32    "Maintenance Outage" means the scheduled removal  of  the
        Facility  from  service  in order  to  perform  necessary
        repairs  on  specific components of  the  Facility  where
        removal of the Facility could have been postponed to  the
        weekend  past  the  immediately  succeeding  weekend.   A
        Maintenance  Outage must be scheduled  with  PJM  through
        JCP&L and accepted by JCP&L and PJM, which approval shall
        not  unreasonably be withheld or delayed by  JCP&L.   The
        duration of the outage will initiate with the removal  of
        the  Facility from service and last until notice is given
        that the Facility is available for dispatch.

3.33    "Major Facility Overhaul" means any Planned Outage of the
        Facility,  or  a  portion  thereof,  for  replacement  or
        reconditioning of the Facility's gas turbine(s),  turbine
        generator(s)  or related boiler(s) due to  ordinary  wear
        and tear.

3.34    "Maximum   Emergency  Generation"   means   placing   all
        available  JCP&L  generating  capacity  in  service   and
        generating the maximum net plant output to meet peak load
        demands or to safeguard the operation of JCP&L's electric
        system and/or the PJM Interconnection.

3.35    "MWh" means megawatt hours or one thousand kWhs.

3.36    "Electric  Energy" or "Electricity" means the  amount  of
        electricity  in MWH generated by the Facility,  less  any
        transformation and transmission line losses  and  station
        usage,  delivered by the Seller to JCP&L at the Point  of
        Interconnection.

3.37    "Non  Dispatch Periods" means the uninterrupted interval,
        measured  in  time, during which there is no request  for
        Output of the Dispatchable Capacity.

3.38    "Operate"  means to provide the engineering,  purchasing,
        repair,   supervision,  training,  inspection,   testing,
        protection,  operation, use, management, replacement  and
        maintenance  of  and for the Facility in accordance  with
        applicable  industry  standards  and  Prudent  Electrical
        Practices.

3.39    "Output" means the net amount of electrical energy (MWH),
        as  metered  by  JCP&L, generated  by  the  Facility  and
        delivered  to  JCP&L  at  the Point  of  Interconnection.
        Output excludes transformation  losses and station usage.

                                8

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3.40.1  "Off-Peak  Hours"  means all hours  other  than  "On-Peak
        Hours."

3.40.2  "Off-Peak  Period" means all hours not falling within  an
        "On-Peak Period."

3.40.3  "On-Peak  Hours" means all hours from 8:00 a.m.  to  8:00
        p.m.  prevailing time Monday through Friday 52 weeks  per
        year other than New Years Day, Memorial Day, Independence
        Day, Labor Day, Thanksgiving Day and Christmas.

3.40.4  "On-Peak Period" means all hours from 8:00 a.m.  to  8:00
        p.m.  prevailing time Monday through Friday,  December  -
        February  and June - September, minus four (4)  Holidays:
        New Years Day, Independence Day, Labor Day and Christmas.

3.41    "Party"  or  "Parties"  means  the  signatories  to  this
        Agreement and their permitted successors and assigns.

3.42    "PJM"   or    "PJM  System"  means  the  Pennsylvania/New
        Jersey/Maryland  Interconnected Power Pool  cooperatively
        operated   under   the  Pennsylvania/New  Jersey/Maryland
        Interconnection Agreement dated as of September 26,  1956
        as amended or supplemented from time to time.

3.43    "Planned  Outage"  means  the scheduled  removal  of  the
        Facility  from  service  for  inspection  or  repair.   A
        Planned  Outage must be scheduled by the Seller  two  (2)
        months  in  advance and approved by JCP&L and PJM,  which
        approval shall not be unreasonably withheld by JCP&L.   A
        Planned  Outage  will initiate with the  removal  of  the
        Facility from service and will terminate when the  Seller
        notifies JCP&L that it is available for dispatch.

3.44    "Point  of Interconnection" means the point at which  the
        Electrical  Interconnection Facilities of Seller  connect
        with JCP&L's electric system.

3.45    "Project"  means the Generating Facility, the  Protective
        Apparatus  and  Interconnection  Facilities  required  to
        permit  operation of Seller's generator in parallel  with
        JCP&L's electrical system.

3.46    "Protective Apparatus" means that equipment and apparatus
        which  shall be installed by Seller as required by  JCP&L
        in  accordance with Section 10 of the Standard Terms  and
        Conditions,  entitled, "General Interconnect Requirements
        for Customer's Generation" forming part of JCP&L's Tariff
        for Electric Service on file with the BPU.

                                9

<PAGE>

3.47    "Prudent  Electrical  Practices" means  those  practices,
        methods,  standards,  and equipment commonly  used,  from
        time  to  time,  in  prudent electrical  engineering  and
        operations  to operate electrical equipment lawfully  and
        with   safety,  dependability,  and  efficiency  and   in
        accordance with the National Electrical Safety Code,  the
        National Electrical Code or any other applicable federal,
        state and local codes.

3.48    "PSE&G" means Public Service Electric & Gas Company.

3.49    "PSE&G   Gas  Supply  Agreement"  means  the  Gas  Supply
        Agreement  to  be  entered into between PSE&G  and  JCP&L
        providing for the supply of natural gas to the Facility.

3.50    "Qualifying Facility" means a Cogeneration or Small Power
        Production Facility which meets the criteria set forth in
        Title  13, Code of Federal Regulations, Part 292, Subpart
        B, Section 292.203 through 292.207, inclusive.

3.51    "Scheduled  Dispatch  Period"  or  "SD"  means  the  time
        duration  of  a request for delivery of Output  beginning
        and  ending at the time specified by JCP&L.  Such periods
        are exclusive of Start Up and Shut Down Periods and shall
        require at least thirty (30) minutes notice in advance of
        commencement of a Start Up Period.

3.52    "Shut-Down  Period" means the period  necessary  to  shut
        down  the  Facility in accordance with  good  engineering
        practices  and manufacturer's recommendations immediately
        following  a  Scheduled Dispatch Period,  which  may  not
        exceed 30 minutes.

3.53    "Special   Facilities"   means   those   additions    and
        reinforcements  to  JCP&L's  electric  system  which  are
        needed to accommodate the maximum delivery of energy  and
        capacity  from the Facility as provided herein and  those
        parts  of the Interconnection Facilities which are  owned
        and  maintained  by JCP&L at Seller's request,  including
        metering  and  data  processing equipment.   All  Special
        Facilities  shall be owned, operated, and  maintained  by
        JCP&L pursuant to Section 4.05 of JCP&L's Electric Tariff
        Standard Terms and Conditions.

3.54    "Standby   Demand"   means   Seller's   electrical   load
        requirement  that  JCP&L  is  expected  to  supply   when
        Seller's Generating Facility is not in operation.

3.55    "Start-Up  Period" means the one and a  half  hour period
        necessary  to  ramp  up  the gas  turbines  and the steam
        turbines (if such steam turbines are "hot") in order for

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<PAGE>

        these  turbines  to reach steady state  operation  during
        the period preceding a Scheduled Dispatch Period.

3.56    "Supplemental  Start-Up  Period"  means  the  three   (3)
        additional  hours required to bring the steam  turbine(s)
        up  to full load prior to the commencement of a Scheduled
        Dispatch Period, where such steam turbines are "cold"  at
        the beginning of a Scheduled Dispatch Period.  Under such
        conditions,  references herein to the  "Start-Up  Period"
        shall  be understood to mean the Start-Up Period  defined
        above  plus  the Supplemental Start-Up Period.   For  the
        purposes  of  the  definition, a steam turbine  shall  be
        considered  to  be "cold" if it has not been  kept  in  a
        state  of  readiness, i.e., maintained at 500  Degrees  F
        with  a  vacuum on the exhaust and steam to steam turbine
        glands.

3.57    "Temperature"  means the ambient dry bulb temperature  in
        degrees Fahrenheit measured at the monitoring station  at
        Newark Airport.

3.58    "Unit"  means  a single gas turbine train and  associated
        steam turbine.

3.59    "Unscheduled Outage" means the unscheduled removal  of  a
        Unit  of  the  Facility from service  for  inspection  or
        repair.


ARTICLE 4

TERM


4.1     Duration of Agreement

        a) This   Amended   and  Restated  Agreement   shall   be
            effective   upon  the  Effective  Date,   as   herein
            provided, and shall continue in full force and effect
            until June 17, 2011. (the "Initial Term").

        b) If  the  Effective Date does not occur by the  earlier
            of  (i)  75  days  after the date  of  entry  of  the
            Approval  Order or (ii) June 15, 1996,  this  Amended
            and   Restated  Agreement  shall,  unless   otherwise
            mutually agreed by the Parties, immediately terminate
            and  be  of  no further force or effect, and  neither
            Party shall have any further rights, obligations,  or
            liabilities hereunder.

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4.2     Renewal of Agreement

        This   Amended   and   Restated   Agreement   shall    be
        automatically  renewed  for  a  period   of   three   (3)
        additional years, commencing with the expiration  of  the
        Initial  Term  pursuant  to Article  4.1,  unless  either
        Party  elects  to  terminate this  Amended  and  Restated
        Agreement  as  of  the expiration of  the  Initial  Term.
        Such  termination shall be valid only if the  terminating
        Party  provides written notice of its intent to terminate
        to  the  other Party at least three (3) full years  prior
        to the expiration of the Initial Term.

4.3     Electrical Services Supplied by JCP&L

        This Amended and Restated Agreement does not provide  for
        any  electric  service  by JCP&L to  Seller.   If  Seller
        requires  supplemental or standby electric  service  from
        JCP&L,   Seller   shall  enter  into  separate   contract
        arrangements  with  JCP&L  in  accordance  with   JCP&L's
        applicable  electric tariffs on file with and  authorized
        by the BPU.


                            ARTICLE 5

                          CONSTRUCTION


5.1  Land Rights

     Seller  hereby  grants  to JCP&L for  the  term  hereof  all
     necessary  rights of way and easements to install,  operate,
     maintain,  replace  and remove JCP&L's  metering  and  other
     Interconnection Facilities and Special Facilities, including
     adequate and continuing access rights on property of  Seller
     and  Seller  agrees to execute such other grants,  deeds  or
     documents  as JCP&L may require to enable it to record  such
     rights  of  way  and  easements.  If  any  part  of  JCP&L's
     facilities are to be installed on property owned  by  others
     than  Seller,  Seller shall, if JCP&L is  unable  to  do  so
     without cost to JCP&L, procure from the owners thereof,  all
     necessary  permanent  rights of way and  easements  for  the
     construction,  operation,  maintenance  and  replacement  of
     JCP&L's facilities upon such property in a form satisfactory
     to  JCP&L.  In the event Seller is unable to secure them (i)
     by  condemnation proceedings or (ii) by other means at  such
     cost  as  may be agreeable to Seller, Seller shall reimburse
     JCP&L  for  all  costs incurred by JCP&L  in  securing  such
     rights,  it being understood however, that JCP&L shall  have
     no obligation to do so.

                                12

<PAGE>

5.2  Facility and Equipment Design and Construction

     Seller  shall design, construct, install, own,  operate  and
     maintain  the Facility and all equipment needed to  generate
     and  deliver energy or energy and capacity specified herein,
     except for any Special Facilities constructed, installed and
     maintained  by  JCP&L  pursuant to JCP&L's  Electric  Tariff
     Standard  Terms and Conditions.  Such Facility and equipment
     shall  meet  all requirements of applicable  codes  and  all
     standards  of  Prudent  Electrical Practices.   Seller  also
     agrees  to  meet reasonable JCP&L requirements for  Seller's
     Facility and equipment.

5.3  Interconnection Facility and Protective Apparatus Design and
     Construction

     JCP&L will coordinate with Seller in Seller's development of
     an   electrical  interconnect  system  for  the  supply   of
     electrical  service  by  Seller  to  DuPont,  and  for   the
     interlock of such system with JCP&L's interconnect system to
     be  installed for the supply of stand-by electrical  service
     to   DuPont.   Seller  shall  construct,  install,  own  and
     maintain   the  Interconnection  Facilities  and  Protective
     Apparatus as required for JCP&L to receive energy or  energy
     and  capacity  from  Seller's Facility.  Seller  shall  also
     reimburse JCP&L for all reasonable costs associated with the
     routine  maintenance of interconnection equipment on JCP&L's
     side  of  the  Point of Interconnection.  Upon  thirty  days
     notice by Seller, prior to the planned Effective Date and on
     each  subsequent anniversary of such Effective  Date,  JCP&L
     shall provide an estimate (for planning purposes only) and a
     description  of  the work to be performed in the  succeeding
     year  to  conduct  routine  maintenance  of  interconnection
     equipment  on  JCP&L's side of the Point of Interconnection.
     Except  for  the metering facilities pursuant to Article  7,
     Seller's  ownership of the Interconnection Facilities  shall
     begin  at the point of connection to the JCP&L service line.
     Seller's  Interconnection Facilities shall be of a  size  to
     accommodate  the  delivery  of  the  energy  or  energy  and
     capacity   in  the  form  of  three  (3)  phase,  60   cycle
     alternating  current  at 230 KV and  shall  conform  to  the
     requirements  of  Section  10  of  JCP&L's  Electric  Tariff
     Standard  Terms  and  Conditions concerning  interconnection
     requirements attached hereto and made a part hereof.  In the
     event   it  is  necessary  for  JCP&L  to  install   Special
     Facilities  or  other  Interconnection  Facilities   or   to
     reinforce  its electric system for purposes of this  Amended
     and  Restated  Agreement, Seller shall reimburse  JCP&L  its
     costs  in  accordance with JCP&L's Electric Tariff  Standard
     Terms and Conditions.  Any reinforcements, Special

                                13

<PAGE>

     Facilities and other Interconnection Facilities required  by
     JCP&L shall be justified by Prudent Electrical Practices and
     applicable industry standard.

5.4  Special  Facilities constructed or installed by JCP&L  shall
     be  paid for by Seller in accordance with the provisions  of
     Section  4.05 of JCP&L's Electric Tariff Standard Terms  and
     Conditions

5.5  Seller  shall indemnify, hold harmless and agrees to  defend
     JCP&L from and against any and all liability, loss, cost and
     expense,  associated with any and all Federal, State  and/or
     Local income tax liability, arising out of or connected with
     the    transfer   from   Seller   to   JCP&L   of   Seller's
     Interconnection  Facilities, Protective  Apparatus,  Special
     Facilities  and/or  any  and all associated  and/or  related
     structures, equipment, facilities and devices in performance
     of,  pursuant to and/or in connection herewith.   JCP&L  and
     Seller  intend  that  such transfer shall  be  a  Qualifying
     Facility  transfer  pursuant to IRS Advance  Notice  88-129.
     Accordingly,  Seller shall obtain, at its own  expense,  the
     report  of  an  independent engineer  regarding  electricity
     sales by JCP&L to Seller as provided by that Advance Notice.


                            ARTICLE 6

                    OPERATION AND MAINTENANCE


6.0  The  Generating Facility, the Interconnection Facilities and
     the Protective Apparatus shall be operated and maintained in
     accordance  with  applicable  New  Jersey  utility  industry
     standards  and Prudent Electrical Practices with respect  to
     the  operation  and maintenance of such equipment  generally
     and in particular with respect to synchronizing, voltage and
     reactive  power  control.  JCP&L shall  have  the  right  to
     monitor operation of the Project and may require changes  in
     Seller's method of operation if such changes are, in JCP&L's
     sole  judgment, necessary to maintain JCP&L Electric  System
     Integrity.

     Seller  agrees  to  operate the Facility  in  parallel  with
     JCP&L's  electric system and, subject to its right  to  sell
     electric  energy  to DuPont if Seller is  not  an  EWG,  and
     except  as otherwise agreed in writing by JCP&L, to  deliver
     the  Net  Electric Energy of the Facility to  JCP&L  at  the
     Point of Interconnection in the form of three (3) phase,  60
     cycle  alternating  current at 230  KV.   Momentary  voltage
     fluctuations  shall  be  permitted,  provided  they  neither
     disturb service provided by JCP&L to its customers, nor

                                14

<PAGE>

     hinder JCP&L in maintaining proper voltage conditions of its
     electric  system.   Unless  otherwise  requested  by  JCP&L,
     Seller shall operate the Facility at a unity power factor or
     supply  reactive  power  to  JCP&L's  electric  system.   At
     JCP&L's   request,  Seller  shall  to  the  fullest   extent
     practicable  operate  the Facility at any  excitation  level
     within  the range of the Facility's capability as determined
     from  the equipment manufacturer's recommendations.   Seller
     agrees  to  use  its best efforts to comply  with  any  such
     request made by JCP&L.

6.1  At  JCP&L's  request, Seller shall use its best  efforts  to
     deliver power at an average rate of delivery at least  equal
     to   the  Contract  Capacity  during  periods  when  Maximum
     Emergency  Generation is required by PJM or JCP&L.   In  the
     event  that Seller has previously scheduled an outage during
     a  period of Maximum Emergency Generation or coincident with
     an   Emergency,  Seller  shall  use  its  best  efforts   to
     reschedule the outage.

6.2  Conditions   Requiring  Curtailment   or   Interruption   of
     Deliveries of Electricity

     a)   JCP&L  shall have the right upon reasonable  notice  to
          Seller  when  it  can reasonably be  given  to  require
          Seller   to  disconnect  the  generator  from   JCP&L's
          electric  system or to reduce the electrical output  of
          the   generator  and  deliveries  of  Electricity  into
          JCP&L's electric system, whenever JCP&L determines,  in
          its  sole  judgment,  that  such  a  disconnection   or
          reduction  is  necessary  to  facilitate  construction,
          installation,   maintenance,  repair,  replacement   or
          inspection  of any of JCP&L's facilities, or equipment,
          or  to  maintain JCP&L's Electric System Integrity,  or
          because   of  emergencies,  forced  outages,  potential
          overloading  of  JCP&L's transmission and  distribution
          circuits, force majeure, operating conditions on either
          JCP&L's  or Seller's system, or conditions on  the  PJM
          System  are  such  that generators of  all  PJM  member
          utilities are required to reduce generation to  minimum
          levels  during  periods of low load in accordance  with
          the  applicable GPU/PJM emergency operating  procedures
          and   JCP&L  has  received  a  request  from  the   PJM
          Interconnection  Dispatcher  to  reduce  or   interrupt
          purchases  from  generation external to PJM;  provided,
          however,  that any such PJM requirement  to  reduce  or
          interrupt  such  purchases of  Base  Capacity  may  not
          exceed 600 hours in any calendar year, of which no more
          than 400 such hours shall occur during On-Peak Periods.

                                15

<PAGE>

     b)   If at any time Seller fails to operate and maintain the
          Project  as  provided in Article 6 or the operation  of
          the  Project endangers the safety of JCP&L's  personnel
          or the safe operation of JCP&L's electric system1 JCP&L
          may  disconnect from the Seller's Facility  until  such
          condition has been corrected.

     c)   If  JCP&L  requires Seller to disconnect the  generator
          from  JCP&L's  electric system or reduce deliveries  of
          Electricity pursuant to Article 6.2, Seller shall  have
          the  right,  during such time period,  to  continue  to
          serve  Seller's  native  load,  if  any,  and  to  sell
          electric energy to DuPont if Seller is not an EWG.

     d)   In  the  event of a force majeure, Seller shall not  be
          obligated  to  deliver, and may curtail,  interrupt  or
          reduce  deliveries  of energy to JCP&L.   Seller  shall
          promptly   notify   JCP&L  of  any  such   curtailment,
          interruption or reduction of deliveries.

     e)   Each   Party  shall  endeavor  to  correct,  within   a
          reasonable  period, the condition on its  system  which
          necessitates  the  disconnection or  the  reduction  of
          electrical  Output.  The duration of the  disconnection
          or  the reduction in electrical Output shall be limited
          to the period of time such a condition exists.

6.3  The  Generating  Facility  shall be  operated  with  all  of
     Seller's  Protective  Apparatus  in  service  whenever   the
     generator  is  connected to or operating  in  parallel  with
     JCP&L's electric system.  Any deviation for brief periods of
     emergency or maintenance shall only be by agreement  of  the
     Parties.

6.4  Seller shall furnish JCP&L with an annual forecast not later
     than  December  15 of each year setting forth  the  expected
     dates  and  anticipated duration of each Planned Outage  for
     the  succeeding  36  months, provided  that  the  dates  and
     anticipated duration of such Planned Outages may be  changed
     as  hereinafter provided.  Seller shall update, on a monthly
     basis,  the outage request schedule by the 15th day of  each
     month.   Such  updates  shall be  transmitted  to  JCP&L  by
     telephone  and promptly confirmed in writing.   JCP&L  shall
     forward its response to an outage request not later than  10
     days  following  JCP&L's  receipt of  such  outage  request.
     Seller  shall  notify  JCP&L's dispatcher  approximately  15
     minutes prior to the approved outage period of its intent to
     remove  the Generating Facility from service.  Seller  shall
     also  notify JCP&L concerning the cause and duration of  any
     Forced Outage.

                                16

<PAGE>

6.5  Seller  shall not schedule or conduct Planned Outages during
     On-Peak Periods.

     a)   Seller  shall  keep and maintain accurate and  complete
          records  for  the  Generating Facility containing  such
          information regarding operation and maintenance of  the
          Generating Facility and all associated equipment as  is
          appropriate  and consistent with industry practice  and
          as  may  be  necessary for JCP&L  to  comply  with  its
          applicable requirements.  JCP&L will advise  Seller  of
          such  requirements as are in effect from time to  time.
          Seller  shall make such records available to JCP&L  for
          inspection and copying from time to time as  JCP&L  may
          reasonably request.

     b)   Seller  shall  maintain and classify outage  statistics
          for  the Generating Facility in accordance with the GPU
          System outage classification procedures as the same may
          be  in  effect from time to time.  Seller shall  supply
          such  statistics to JCP&L upon request.   In  addition,
          Seller  shall  maintain or cause to be maintained  such
          other  records relating to the Generating  Facility  as
          may  be  reasonably  required  by  the  GPU  System  of
          cogeneration  projects, and, upon written  notice  from
          JCP&L,  will  maintain or cause to be  maintained  such
          other  records  as the NJBPU, FERC or other  regulatory
          body   having  jurisdiction,  may  from  time  to  time
          require.

6.7  If,  at  any  time,  JCP&L doubts the integrity  of  any  of
     Seller's Protective Apparatus and believes that such loss of
     integrity  would impair the JCP&L Electric System Integrity,
     Seller  shall  demonstrate,  to  JCP&L's  satisfaction,  the
     correct  calibration  and  operation  of  the  equipment  in
     question.

6.8  Seller  shall furnish to JCP&L on each January  1  following
     the  Effective  Date satisfactory evidence that  during  the
     previous calendar year, Seller has performed or caused to be
     performed   all  manufacturer-recommended  maintenance   and
     testing  of  the  Generating  Facility  and  the  Protective
     Apparatus  and interconnection equipment, including  circuit
     breakers,  relays  and  auxiliary equipment.   Seller  shall
     provide JCP&L with at least 30 days prior written notice  of
     its  intent  to test such equipment and JCP&L  personnel  or
     their  representatives may, if JCP&L desires,  observe  such
     testing.

6.9  Seller shall provide reactive power for its own requirements
     and  the  reactive power losses of interfacing transformers.
     Seller shall not deliver excess reactive

                                17

<PAGE>

     power  to  JCP&L  unless otherwise agreed upon  between  the
     Parties.

6.10 The  Generating Facility shall at all times be operated  and
     maintained   to   conform  to  all   applicable   laws   and
     regulations.    Seller  shall  obtain   and   maintain   any
     governmental  authorizations and permits for  the  continued
     operation of the Generating Facility.

6.11 Dispatch of the Facility

     a)   Seller agrees to deliver, or cause to be delivered, and
          sell  to JCP&L, and JCP&L agrees to accept and purchase
          from  Seller  the electric energy associated  with  the
          Base  Capacity  which is produced by the  Facility  and
          delivered  to JCP&L whenever it is made available,  and
          the  electric  energy associated with the  Dispatchable
          Capacity  which  is  produced and  delivered  to  JCP&L
          during Start Up, Supplemental Start Up, Shut Down,  and
          Scheduled Dispatch Periods up to the Dispatch  Capacity
          at  the  rates  set  forth herein.   Seller  and  JCP&L
          further agree that, except for the energy which  Seller
          may  sell to DuPont if Seller is not an EWG, all energy
          associated  with the Contract Capacity  will  be  fully
          committed  to  JCP&L and may not be sold to  any  other
          entity unless otherwise agreed by JCP&L in writing.

          Subject  to  the terms and conditions set forth  below,
          JCP&L  shall have the right to request any of the three
          Dispatch  Capacity  levels  above  the  Base  Capacity.
          Dispatch  of  the Facility shall be in accordance  with
          the  rules and procedures of JCP&L and PJM.  The  first
          level  of dispatch above the Base Capacity which  JCP&L
          may  call for is the Dispatch Capacity (Second Combined
          Cycle).   At  any  time while the Facility  is  at  the
          Dispatch Capacity (Second Combined Cycle) level,  JCP&L
          shall  have  the option to request the  next  level  of
          dispatch which is Dispatch Capacity (Duct Fired). JCP&L
          shall have the option to request the Facility to return
          to  the Dispatch Capacity (Second Combined Cycle) level
          without  requesting the Facility to shut down entirely.
          During a System Emergency, JCP&L may request the  third
          level  of  dispatch  which is  Dispatch  Capacity  (Max
          Output).  Notwithstanding anything in this Amended  and
          Restated Agreement to the contrary, Seller shall not be
          obligated  to  provide  more than  73  MW,  as  may  be
          adjusted  to  reflect temperature  variations  from  92
          Degrees  F,  of Dispatch Capacity at any  time.   JCP&L
          further  recognizes that the Seller is only capable  of
          firing  the  duct burners on natural  gas;  it  has  no
          capacity to fire said duct burners on kerosene.

                                18

<PAGE>

          When the Facility must burn kerosene, JCP&L agrees  not
          to  request  more  Scheduled Dispatch  Hours  than  are
          authorized  under the Facility's air permit  issued  by
          the  New Jersey Department of Environmental Protection.
          Accordingly, should JCP&L wish to dispatch the Facility
          on  kerosene in excess of such maximum permitted hours,
          it  shall obtain an appropriate variance from  the  New
          Jersey Department of Environmental Protection prior  to
          making  a  request  for additional  dispatch  hours  on
          kerosene.

     b)   On or about the twenty-seventh day of each month, JCP&L
          will  supply a weekly operating plan for the  following
          month.    Thereafter,  JCP&L  will  provide  a   weekly
          operating  plan  to the Seller by 3:00 p.m.  Friday  of
          each  week  for  implementation the  following  Monday.
          Nothing in any weekly operating plan provided by  JCP&L
          pursuant  to the two preceding sentences shall preclude
          JCP&L from modifying any such plan at any time and  for
          any  reason  and  from  scheduling  Scheduled  Dispatch
          Periods  at  such time or times as JCP&L, in  its  sole
          discretion,    deems    necessary    or    appropriate.
          Nonetheless, the weekly operating plan as amended shall
          be   used  by  Seller  to  plan  maintenance  and  work
          schedules.   Unless otherwise agreed,  Seller  will  be
          prepared  to  commence a Start-Up Period within  thirty
          (30)  minutes of receiving a Scheduled Dispatch  Period
          request from JCP&L between 5:00 a.m. and 10:00 p.m.  on
          weekdays.   During  other  periods,  JCP&L   will   use
          reasonable efforts except during System Emergencies  to
          provide   Seller   with  two  (2)  hours  between   the
          communication  of a Scheduled Dispatch  Period  request
          and  the commencement of a Start-Up Period.  No  change
          in  a  Scheduled  Dispatch Period request  will  become
          effective  unless  Seller is  provided  with  at  least
          thirty  (30)  minutes notice before being  required  to
          commence  a  Start-Up Period.  Shut-Down  Periods  will
          commence immediately upon notification by JCP&L.

     d)   If  JCP&L  requests that the Dispatch Capacity  (Second
          Combined Cycle) be dispatched, it shall have the  right
          during the same day to request the shut down of one (1)
          Unit, and shall have the further right to restart  such
          Unit   on  one  additional  occasion  during  the  same
          calendar day.

     e)   No Contract Availability  penalties shall apply  during
          Start-Up Periods  except any  partial  or  full  outage
          condition which  may  exist at  the time  the  Start-Up
          Period begins.  If the Facility is  in a partial outage
         at the commencement of a Start-Up Period and the

                                19

<PAGE>

          Facility fails to reach an output level which would end
          such partial outage, the Facility will only be entitled
          to the appropriate partial level of availability credit
          for the Start-Up Period.

     f)   Seller  shall  be permitted a Shut-Down Period  not  to
          exceed 30 minutes in order to shut down the Facility in
          accordance   with   good   engineering   practice   and
          manufacturer's recommendations immediately following  a
          Scheduled  Dispatch  Period.  No Contract  Availability
          penalties  shall apply during Shut-Down Periods  except
          any partial or full outage condition which may exist at
          the time the Shut-Down Period begins.

6.12 Any  review by JCP&L of the design, construction, operation,
     or  maintenance of the Project is solely for the information
     of   JCP&L.   By  making  such  reviews,  JCP&L   makes   no
     representation as to the economic and technical feasibility,
     operational  capability,  or  reliability  of  the  Project.
     Seller shall in no way represent to any third party that any
     such  review  by  JCP&L of the Project, including,  but  not
     limited   to,   any  review  of  the  design,  construction,
     operation,  or  maintenance of the Project  by  JCP&L  is  a
     representation  by  JCP&L as to the economic  and  technical
     feasibility, operational capability, or reliability of  said
     facilities.   Seller is solely responsible for economic  and
     technical    feasibility,   operational    capability,    or
     reliability of said facilities.

6.13 Generation in Excess of Base Capacity During Periods of Non-
     Dispatch

     Seller will not be paid for the export of any generation  of
     electricity  in  excess of 41 MW (the Base  Capacity,  which
     will  be  41 MW during all hours of the year) at times  when
     JCP&L  has  not  called for any portion of the  Dispatchable
     Capacity to be operated.  Notwithstanding the foregoing, the
     Seller  may,  at  its option, generate up to  50  MW  during
     periods  of  non-dispatch; provided,  however,  that  Seller
     shall  pay JCP&L for the proportional amount of natural  gas
     fuel  expense  for  fuel required to  generate  such  excess
     energy,  and  JCP&L will pay Seller the hourly  PJM  billing
     rate  for any such excess energy so delivered between 41  MW
     and  50  MW.   No other payments (fixed energy or  capacity)
     will  be  made for energy in excess of 41 MW.  The foregoing
     shall  not,  however, effect JCP&L's right  to  curtail  all
     Facility output during System Emergencies.  Seller must give
     proper  advance notice as provided in Appendix A and operate
     the  Facility consistently with the requirements of Appendix
     A.

                                20

<PAGE>

                            ARTICLE 7

                      DELIVERY AND METERING


7.0  Delivery and Metering

     All Electricity shall be delivered to JCP&L at the Point  of
     Interconnection with the characteristics and at the  voltage
     level  specified in Article 6.0.  All meters  and  equipment
     used  for  the measurement of electric power for determining
     JCP&L's  payments  to Seller hereunder  shall  be  provided,
     owned,  maintained, inspected and tested by  JCP&L.   Seller
     shall reimburse JCP&L for the reasonable costs of all meters
     and  equipment used for the measurement of Electricity,  and
     shall  also  reimburse  JCP&L for costs  involved  with  the
     inspection and periodic testing of such meters.

7.1  Meters will be read monthly by JCP&L to determine the amount
     of   Electricity  delivered  to  it.  Seller   may   install
     additional  metering for its own use, but the  determination
     of  delivered Electricity will be measured by JCP&L's meters
     for billing purposes.

7.2  For  purposes  of monitoring the generator operation,  JCP&L
     shall  have  the right to require, at Seller's expense,  the
     installation  of  generation  telemetering  and  control  of
     selected breakers and switching equipment.  Seller will also
     be  responsible  for  the operating  and  maintenance  costs
     associated with the metering and telemetering equipment.

7.3  JCP&L's meters shall be sealed and the seals shall be broken
     only  when  the  meters  are  to be  inspected,  tested,  or
     adjusted by JCP&L.  Seller shall be given reasonable  notice
     of  testing  and  have  the  right  to  have  its  Operating
     Representative present on such occasions.

7.4  If,  upon  testing,  any electrical measuring  equipment  is
     found to be in error  by not  more  than plus  or minus  two
     percent (2%), previous recordings of such equipment shall be
     considered accurate  in computing  deliveries of Electricity
     hereunder, but  such equipment shall be promptly adjusted to
     record correctly. If, upon testing, any electrical measuring
     equipment   shall be  found to  be inaccurate  by  an amount
     exceeding plus or minus two percent(2%), then such equipment
     shall  be  promptly  adjusted  to  record  properly and  any
     previous recordings by such equipment  shall be corrected to
     zero error.  If no reliable informationexists as to when the
     equipment  became  inaccurate,  it  shall  be  assumed   for
     correction

                                21

<PAGE>

     purposes hereunder that such inaccuracy began at a point  in
     time  midway between the testing date and the last  previous
     date  on  which  the equipment was tested and  found  to  be
     accurate.

     Should  the  primary meter equipment at  any  time  fail  to
     register,  or should the registration thereof be so  erratic
     so  as  to  be meaningless, the energy deliveries  shall  be
     determined  from the best information available,  including,
     but not limited to, operator's log and telemetry data of the
     meter results.


                            ARTICLE 8

                          TERMS OF SALE


8.1  Base Capacity Pricing

     The price for Base Capacity delivered to JCP&L shall consist
     of an energy component and a capacity component.

     The  energy  component shall be a Fixed component  equal  to
     1.362  cents  per kWh and shall be paid from and  after  the
     Effective Date through June 17, 2003.

     The energy component of the price for Base Capacity shall be
     varied according to the time of delivery as follows:

          (i)   during On-Peak Hours, the Fixed energy  component
     of price shall be multiplied by 127%.

          (ii) during Off-Peaks Hours, the Fixed energy component
     of price shall be multiplied by 85%.

     The  Fixed energy component of price shall not be paid  from
     and after June 18, 2003 through the end of the Initial Term.

                    The  capacity  component  for  Base  Capacity
     shall be as follows:

          (iii)      1.21 cents per kWh averaged over all  hours.
     The  capacity component will, however, be paid only for  kWh
     delivered  during  the On-Peak Period at the  rate  of  5.97
     cents per kWh.

          (iv) There will be no capacity component payment during
     the Off-Peak Period.

                                22

<PAGE>

8.2  Full Fixed Payment Components for Dispatchable Capacity.

(a)  Fixed Capital Payment:

     The   Fixed   Capital  Payment  (Based  on   100%   Contract
     Availability)  is equal to $9.90/kW-month through  June  17,
     2003, and shall be $6.40/kW-month for the remaining term  of
     the Agreement.  Prior to March 1, 1996, Seller may elect  to
     convert  the foregoing Fixed Capital Payments to a levelized
     rate  of  $9.02/kW-month for the remaining duration  of  the
     term  commencing  with the month immediately  following  the
     months in which Seller provides written notification thereof
     to JCP&L.

(b)  Fixed O&M Payment:

     The  Fixed O&M Payment (based on 100% Contract Availability)
     is  equal to $3.50/kW per month in 1996.  This payment shall
     be  adjusted  annually by the change in the GDPDI  upon  the
     anniversary of the Effective Date.

     The  annual  Full Fixed Payment shall mean the  sum  of  the
     Fixed Capital Payment and the Fixed O&M Payment.

8.3  Fixed Payment Procedure.

     A  Fixed  Payment  shall be made to Seller in  each  Billing
     Period  during the term hereof commencing with the Effective
     Date,  in  accordance with the procedures  described  below.
     The   Fixed   Payment   is  dependent  upon   the   Contract
     Availability  and  Dispatchable Capacity,  as  described  in
     Section 8.3(d).

     The   Full  Fixed  Payment  is  composed  of  the  following
     components:

     a)   Fixed  Capital  Payment.  This component  of  the  Full
          Fixed  Payment shall be equal to the values  listed  in
          Section 8.2(a).

     b)   Fixed O&M Payment.  The  1996  value of this  component
          shall  equal  to  the  value  listed in Section 8.2(b).
          Commencing with the  first anniversary of the Effective
          Date and on each subsequent anniversary thereof through-
          out the term of this Agreement, this component shall be
          calculated as the product of the prior year's Fixed O&M
          Payment and  the ratio  of  the  average of  the  four
          quarterly GDPDI values ending with the third quarter of
          the prior  year, to  the average of the four  quarterly
          GDPDI values ending  with the third quarter of the year
          prior to such prior year.  All eight GDPDI

                                23

<PAGE>

     values  will  be referenced from the January publication  of
     the Survey of Current Business.

          Illustrative Example of Fixed O&M Payment.

          Assume  that the Fixed O&M Payment for 1998 is $4.00/kW
          month  and  the  Effective Date  is  January  1,  1996.
          Assume also that the GDPDI values are as follows:

            Quarter                        GDPDI Index

       4th Quarter, 1996                      150.4
       1st Quarter, 1997                      152.1
       2nd Quarter, 1997                      153.5
       3rd Quarter, 1997                      156.2
       4th Quarter, 1997                      157.8
       1st Quarter, 1998                      160.1
       2nd Quarter, 1998                      162.0
       3rd Quarter, 1998                      164.3

          Then the Fixed O&M Payment for 1999 is computed as:

          =    ($4.00)   *    (161.1)
                              (153.1)

          =    ($4.00)   *    (1.0523)

          =    $4.21/kW month

     c)   Estimated  Fixed  Payment: An Estimated  Fixed  Payment
          shall  be made to the Seller in each Billing Period  of
          the   Term  of  this  Agreement  commencing  with   the
          Effective Date which is equal to the product of the (a)
          Full Fixed Payment; (b) the Dispatchable Capacity;  and
          (c) the Target Availability Multiplier defined below.

     d)   Actual  Fixed Payment:  The annual Actual Fixed Payment
          is  the sum of the monthly Full Fixed Payments for each
          Contract  Year, adjusted for Dispatchable Capacity  and
          Contract  Availability, that will be paid to Seller  on
          an  annual basis.  It is equal to the product  of:  (a)
          the  sum  of the monthly Full Fixed Payments,  (b)  the
          Dispatchable    Capacity;   and   (c)   the    Contract
          Availability.   A  single  adjustment  to  the  monthly
          Estimated  Fixed  Payment due  to  Seller  (the  "Fixed
          Payment  Adjustment")  will  be  made  with  the  first
          payment  to  Seller of each Contract  Year,  commencing
          with  the  second Contract Year and for  each  Contract
          Year thereafter.

                                24

<PAGE>

          The  Fixed  Payment Adjustment will  be  equal  to  the
          annual Actual Fixed Payment for the prior Contract Year
          less  the sum of the twelve (12) monthly Fixed Payments
          for  the  prior  Contract Year.  If the  Fixed  Payment
          Adjustment is a debit to Seller, then such amount shall
          be  fully  set  off  against  amounts  owed  to  Seller
          pursuant  to  this  Agreement during the  next  Billing
          Period.   If  following such setoff, a  net  amount  is
          still  due  JCP&L, such payment will be made  to  JCP&L
          within  thirty (30) days of receipt of JCP&L's  invoice
          for such payment.  If the Fixed Payment Adjustment is a
          credit  to  Seller, this credit shall be included  with
          the  first  payment of each Contract  Year,  commencing
          with the second Contract Year.  In all cases, the Fixed
          Payment  Adjustment  shall have no  interest  component
          added.

     e)   The   Target   Availability  Multiplier.   The   Target
          Availability Multiplier shall equal:

          i)   For   the   first   Contract  Year,   the   Target
               Availability Multiplier will be equal to 95%.

          ii)  Commencing with the second Contract Year  and  for
               each   subsequent   Contract  Year,   the   Target
               Availability  Multiplier will equal  the  Contract
               Availability  for the prior Contract  Year  unless
               modified  by  the  Parties'  mutual  agreement  to
               reflect an unusual occurrence.

     NOTE:     Target  Availability  Multiplier  shall  never  be
               greater than one (l.0).

     f)   Contract  Availability.  The Contract  Availability  is
          calculated as follows:

       Total Hours - Equivalent contract Unavailable Hours
                           Total Hours
          where:

          i)   Total Hours = total hours in the Contract Year.

       (ii) Equivalent Contract Unavailable Hours = total of  all
            hours  during  the Contract Year  during  which there
            occurred  a  full  or  partial  Planned,  Forced,  or
            Maintenance  Outage,  as those  terms  are defined in
            Article  3  of  this  Agreement  (including   outages
            resulting from Force  Majeure events,  but  excluding
            outages  resulting from (x) JCP&L's failure to supply

                                25

<PAGE>

               natural  gas  to the Facility during periods  when
               PSE&G   has   not  interrupted  or  recalled   the
               interstate  or intrastate transportation  that  it
               supplies under the PSE&G Gas Supply Agreement  and
               (y)  JCP&L's  failure to accept  available  Output
               from  the Facility).  Partial outages are measured
               on  an  equivalency basis, e.g., a 50% outage  for
               one  hour would be equivalent to a full outage for
               one-half hour, and so forth.

     NOTE:     The  Contract Availability Multiplier shall  never
               be greater than one (1.0).

     g)   Measurement of Contract Availability.

          For  purposes of determining Contract Availability, the
          following procedure will be used to measure periods  of
          unavailability:

          When a Scheduled Dispatch Period has been requested  by
          JCP&L in accordance with the terms of this Amended  and
          Restated Agreement, Seller shall have until the end  of
          the  Start-Up  Period  (plus the Supplemental  Start-Up
          Period, in the case of "cold" start-ups) to produce the
          requested  Dispatch Capacity.  If, at the  end  of  the
          Start-Up Period (plus the Supplemental Start-Up Period,
          in  the  case  of  "cold" start-ups), the  Facility  is
          unable to produce the requested Dispatch Capacity,  the
          Facility is then considered to be in a full or  partial
          Forced  Outage, as the case may be, provided,  however,
          that Seller shall not be obligated to, and the Facility
          shall  not  be  considered to be in a full  or  partial
          Forced  Outage as a result of any failure  to,  produce
          Dispatch  Capacity  in excess  of  73  MW,  as  may  be
          adjusted  to  reflect temperature  variations  from  92
          Degrees  F,  at  any  time.  If the  Dispatch  Capacity
          (Second   Combined   Cycle)   is   requested   and   is
          successfully  responded to, the remaining  Dispatchable
          Capacity will be considered available unless a  partial
          outage  had  existed  at the time Start-up  Period  was
          requested.   If the Dispatch Capacity (Second  Combined
          Cycle)  is  requested and is not successfully responded
          to,  the Facility operators and System dispatchers must
          use Prudent Electric Practices to assess the effects on
          the   availability   of   the  remaining   Dispatchable
          Capacity.

          The Facility will remain in a full or partial Forced
          Outage until such time as JCP&L is notified by Seller

                                26

<PAGE>

          that  the  Facility  is  again available  for  full  or
          partial   dispatch   and,  at   JCP&L's   option,   can
          demonstrate  this  availability over  a  two  (2)  hour
          period.   At the end of a fully or partially successful
          demonstration,  the Facility will be considered  to  be
          fully or partially available, respectively.

          If,  however, JCP&L elects not to dispatch the Facility
          when   Seller   notifies  JCP&L   of   the   Facility's
          availability, the Seller may at its own cost, choose to
          demonstrate  Facility availability as  specified  above
          subject  to  Seller being responsible  for  any  energy
          costs  above  the current PJM billing rate  related  to
          such  demonstration; provided, however, that  JCP&L  is
          able  to  accept the energy so produced.  If JCP&L,  in
          its  sole  judgment, would not be able  to  accept  the
          energy produced during such a demonstration, then JCP&L
          will   recognize  the  Facility  as  being   available;
          provided,  however, that if the Facility is unavailable
          at  the  next  Scheduled Dispatch Period  request,  the
          Facility   will  then  be  considered  to   have   been
          continuously unavailable from the time of the  Original
          Request.

          No  Dispatchable Capacity will be considered  available
          unless  the  full 41 MW of Base Capacity  (or  so  much
          thereof  as  has  not been curtailed or interrupted  by
          JCP&L)   is   being  exported  to  the  JCP&L   System.
          Notwithstanding the foregoing, if Seller notifies JCP&L
          that  the Base Capacity is being curtailed for Seller's
          economic benefit and Seller wishes the Facility  to  be
          considered  available,  JCP&L will  consider  the  Base
          Capacity  and balance of Facility available  if  Seller
          agrees  to make the Base Capacity available along  with
          the balance of the Facility should JCP&L desire it.  In
          each  event, Seller will receive no payments  for  Base
          Capacity  when it is not delivered and only the  prices
          associated with Base Capacity should JCP&L request  the
          Facility to run.

     h)   Heat Rate Incentive

          The  Average Heat Rate, as defined below, will be  used
          to  calculate  the Heat Rate Adjustment depending  upon
          whether  the Average Heat Rate is above or  below  9500
          BTU/kWh HHV (High Heating Value).

          At  the  conclusion of each Contract Year,  JCP&L  will
          calculate the Average Heat Rate (AHR) for the  Facility
          over the past 12 months using the following formula

                                27

<PAGE>

          which will result in either an increase or decrease  to
          the payments made by JCP&L to Seller hereunder:

                      AHR = Net Fuel Input
                               AG

where:

          Net  Fuel Input is all the fuel paid for by JCP&L  less
          fuel  associated  with  and paid  for  by  Seller  with
          respect  to  (a) its steam and electric sales  made  to
          DuPont  and  (b) the fuel used during Facility  startup
          and  shutdown (with the amount of fuel to  be  deducted
          pursuant  to (b) to be determined within 90 days  after
          the  Effective  Date  pursuant to test  procedures  and
          protocols mutually agreed upon by Seller and JCP&L).

          AG,  or  the Annual Generation, is the annual total  of
          kWhs  produced by the Facility, exported to, registered
          at the billing meter and purchased by JCP&L.

        The  Heat Rate Adjustment (HRA) will be calculated at the
        conclusion of each Contract Year as follows:

               HRA = 0.25 x GHR - AHR x AAFC x AG
                            1,000,000

          where

          GHR,  or the Guaranteed Heat Rate, is 9500 BTU/kWh  for
          l996.   Thereafter, GHR shall be adjusted in accordance
          with   the   degradation  curves   supported   by   the
          manufacturer's data as set forth in Appendix D,  to  be
          mutually  agreed upon and attached to this Amended  and
          Restated  Agreement within 90 days after the  Effective
          Date.   Such degradation adjustment, however, shall  in
          no  event result in an increase in GHR of more than  2%
          above 9500 Btu/kWh.

          AAFC,  or the Average Annual Fuel Cost, is the  average
          cost  for  fuel paid for by JCP&L for the  Facility  in
          $/MMBTU  for  the  time  period  corresponding  to  the
          Average Heat Rate calculation.

          For  example,  by way of illustration only,  if  during
          1996:

          AHR = 9300 Btu/kWh

                                28

<PAGE>

          AAFC = $2.60 MMBtu

          AG = 700,000,000 kWh [7000 hours at 100MW]

          HRA = 0.25 x (9500-9300) BTU/kWh x $2.60/MMBtu
                            1,000,000

                   x 700,000,000 kWh = $91,000

          JCP&L  will  provide Seller with an average  Heat  Rate
          Adjustment statement not later than 15 days after  each
          anniversary  of  the  Effective Date.   The  Heat  Rate
          Adjustment payment, if any, will be made by  Seller  or
          by  JCP&L  (as  either  an increase  in  or  offset  to
          payments  otherwise made by JCP&L to Seller  hereunder)
          in  six  equal monthly installments (without  interest)
          commencing  the  second calendar month  following  each
          anniversary  of the Effective Date; provided,  however,
          that any remaining Heat Rate Adjustment payment for the
          last full Contract Year during the term hereof and  for
          the  partial  Contract  Year  commencing  on  the  last
          anniversary  of  the  Effective Date  during  the  term
          hereof and ending on June 17, 2011 shall be invoiced by
          JCP&L  on  or before July 1, 2011, and the  net  amount
          thereof shall be paid, in cash, by Seller or JCP&L,  as
          the  case may be, within 30 days of submission of  such
          invoice.

8.4  Demonstration of Contract Capacity

     Seller  shall  demonstrate  the ability  of  the  Generating
     Facility to provide JCP&L Base Capacity within 30 days after
     the  Effective Date.  Thereafter, twice annually at  JCP&L's
     request,  Seller  shall, once during On-Peak  Period  summer
     months   and  once  during  On-Peak  Period  winter   months
     demonstrate  the  ability  of  the  Generating  Facility  to
     provide Base Capacity for such period of time as is required
     by  PJM  from time to time for all PJM suppliers.   Seller's
     demonstration of Base Capacity shall be at Seller's  expense
     (except  for the cost of fuel) and conducted at a  time  and
     pursuant to procedures as may be required by applicable  GPU
     System  rules, regulations and guidelines.  JCP&L and Seller
     agree  to  use  their reasonable best efforts to  cause  the
     capacity   demonstration  to  be  scheduled  as   early   as
     practicable  in  each  peak  period.   If  Seller  fails  to
     demonstrate  the  ability  of  the  Generating  Facility  to
     provide  at  least  90% of the Base Capacity,  the  Capacity
     Component of the price

                                29

<PAGE>

     to  be  paid for Electricity pursuant to Article 8.1 thereof
     shall  be  reduced to the following amount until  Seller  is
     able  to demonstrate the ability to provide at least 90%  of
     the Base Capacity:

     Demonstrated Capacity x 5.97 cents/kWh
        Base Capacity

     If Seller does not demonstrate the ability of the Generating
     Facility to provide at least 90% of the Base Capacity during
     the  applicable On-Peak Period, then a retroactive reduction
     of  the  Capacity  Component of the price  to  be  paid  for
     Electricity  pursuant to Article 8.1 based  upon  the  above
     formula  will  be  applied to the entire applicable  On-Peak
     Period.

     However, should Seller's failure to demonstrate the  ability
     of  the  Generating Facility to provide 90% of Base Capacity
     be  caused by a "force majeure" event as defined in  Article
     12  hereof,  the  provisions of this Article  8.4  for  Base
     Capacity  shall  not  apply until the  "force  majeure"  has
     ceased to exist.

     As  part  of  the  foregoing  Capacity  Test,  Seller  shall
     demonstrate  the  ability  of  the  Generating  Facility  to
     provide JCP&L the Dispatchable Capacity.  This test shall be
     conducted  pursuant  to procedures as  may  be  required  by
     applicable GPU System rules, regulations and guidelines.  If
     Seller  fails  to demonstrate the ability of the  Generating
     Facility to provide the sum of the Base Capacity and 90%  of
     the  Dispatchable Capacity, the Facility will be  considered
     in  either  a  full  or partial Forced Outage  for  Contract
     Availability calculation purposes.  This Forced Outage  will
     remain in effect until the sum of the Base Capacity and  90%
     of  the  Dispatchable  Capacity  is  demonstrated.   If  the
     Facility  is  unable  to demonstrate the  sum  of  the  Base
     Capacity and 90% of the Dispatchable Capacity at least  once
     during the entire On-Peak Period summer months in any  year,
     a penalty will be applied which is equal to:

[Dispatchable Capacity - Demonstrated Capacity In Excess of Base
         Capacity] x PJM Capacity Deficiency ($/kW year

A penalty for failure to demonstrate Dispatchable Capacity during
an  entire annual On-Peak Period can be collected only  one  time
per Contract Year.

                                30

<PAGE>

     Note: The  data  used  to temperature correct  the  Capacity
           Test  will  be taken from the temperature provided  by
           Newark Airport to the National Weather Agency.

     However, should Seller's failure to demonstrate the  ability
     of  the  Generating Facility to provide the sum of the  Base
     Capacity and 90% of the Dispatchable Capacity be caused by a
     "force  majeure" event as defined in Article 12 hereof,  the
     provisions of this Article 8.4 relating to demonstration  of
     the  availability of at least the sum of the  Base  Capacity
     and  90% of the Dispatchable Capacity shall not apply  until
     the "force majeure" has ceased to exist.

8.5  Variable O&M and Start-up Payments

     A)   Variable O&M Payment

          A  Variable O&M Payment, whose initial 1996 value shall
          be  $0.004/kWh,  shall be paid for the  Net  Electrical
          Energy associated with the Dispatchable Capacity.   The
          Variable  O&M  Payment  shall  be  adjusted  upon  each
          anniversary of the Effective Date by the change in  the
          GDPDI.

     B)   Seller  shall  be  paid  a Start-up  Payment  for  each
          requested and successfully completed Start-up Period of
          a  gas  turbine  train  associated  with  the  Dispatch
          Capacity  (this payment will not be made for the  unit-
          used to satisfy the Base Capacity output).  The initial
          1996  values of the Start-up Payments are contained  in
          the table below.  Start-up fuel costs shall be borne by
          JCP&L  pursuant to the terms of Article  9  hereof  and
          Appendix A hereto.


The first 150 starts/year        $1500/Start
All starts over 150 starts/year  $4,000/Start


          These  values shall be adjusted by the GDPDI  annually.
          These  payments are intended to compensate  the  Seller
          for  the increased O&M costs associated with Start-ups,
          ramp ups, ramp downs and stops.

8.6  DuPont Service

                                31

<PAGE>

          Seller  will supply electricity (but only if Seller  is
          not an EWG) and steam to DuPont during all periods when
          the   Facility   is  supplying  Base  Capacity   and/or
          Dispatchable Capacity to JCP&L.  To the extent JCP&L is
          not  providing all required electric energy  to  DuPont
          (i.e.,  if  Seller is not an EWG), standby service  for
          electricity  will  be  supplied  by  JCP&L  to  service
          Depot's  needs  during  all  other  periods  under  the
          applicable tariff rates that are in effect at the  time
          of  service.  Seller will be responsible for  providing
          Depot's   steam  needs  during  periods   of   Facility
          downtime.

8.7       In  recognition  of the understanding  of  the  Parties
          hereto  that  any  payments made  pursuant  hereto  are
          intended  by  the Parties to be treated as received  in
          the  year  in  which  such  payments  are  due,  Seller
          acknowledges that the Parties intend that  JCP&L  shall
          have  a  deductible  expense,  and  Seller  shall  have
          taxable  income or expense, as the case  may  be,  with
          respect  to  any  payments made to  Seller  under  this
          Agreement.   Seller  shall  not  take  a  contrary   or
          inconsistent position with respect to the foregoing  on
          any  federal,  state  or local tax return,  before  any
          taxing authority or in any related tax proceeding.


                            ARTICLE 9

                         FUEL MANAGEMENT


9.1       JCP&L Responsibility for Facility Fuel Requirements

          From  and  after  the  Effective Date,  JCP&L  will  be
          responsible  for  the supply of, and  shall  supply  to
          Seller,  the  natural  gas  required  for  use  by  the
          Facility  including  the natural gas  required  by  the
          auxiliary boiler to supply DuPont with steam when steam
          is   not   available  from  the  heat  recovery   steam
          generators,  on  the  terms  and conditions  set  forth
          in  Appendix  A hereto. Seller will be responsible  for
          maintaining on site kerosene inventories for periods of
          gas  interruption. All costs for the supply of  natural
          gas  shall  be borne by JCP&L; provided, however,  that
          Seller  shall reimburse JCP&L for the cost of any  fuel
          used  to  generate  steam from  the  auxiliary  boiler.
          JCP&L  will  reimburse  Seller for  any  kerosene  used
          during  periods  of gas curtailment at the  replacement
          price of kerosene (except for kerosene used to generate
          steam for DuPont from the auxiliary boiler) at the then
          prevailing  market rate therefor in the area  in  which
          the Facility is located.

                                32

<PAGE>

          Seller  will  reimburse JCP&L, at the  average  monthly
          price  for  natural gas, for the cost of fuel necessary
          to  provide DuPont with a quantity of BTU/lb  of  steam
          from  the Facility which shall be determined within  90
          days  of the Effective Date pursuant to the methodology
          set  forth in Appendix B.  Until such determination has
          been  made,  such quantity shall be deemed  to  be  500
          BTU/lb of steam.  Seller will also reimburse JCP&L  the
          proportional  amount  of fuel  used  to  supply  DuPont
          electricity using the following formula:

                    DEFP =    DEC   x FS x FC
                          [DEC + JCEE]

Where:

          DEFP  is  the DuPont electric fuel payment, in dollars,
          which would be made monthly to JCP&L.

          DEC  is the DuPont electrical consumption, measured  in
          MWH, for the month in question.

          JCEE  is the JCP&L electrical exports, measured in MWH,
          made  by  the  Facility  to  JCP&L  for  the  month  in
          question.

          FS  is  the fuel supplied by JCP&L, measured  in  MMBTU
          HHV,  to Facility less the fuel Seller pays for due  to
          steam sales for the month in question.

          FC  is  the  average  monthly fuel  cost,  measured  in
          $/MMBTU, to the facility for the month in question.

9.2       Natural Gas Fuel Unavailability

          During  periods when JCP&L is unable to provide gas  to
          the  Facility, it is the responsibility  of  Seller  to
          maintain  an  on-site supply of kerosene  to  fuel  the
          Facility.  If this fuel is used by Seller, Seller  will
          be  reimbursed for the replacement cost of the kerosene
          (except for kerosene used to generate steam for  DuPont
          from  the  auxiliary  boiler) at  the  then  prevailing
          market  rate therefor in the area in which the Facility
          is  located.   However,  if the Facility's  air  permit
          would  limit or prohibit the use of kerosene (e.g.,  if
          the allowed number of hours of kerosene use has already
          been  exceeded) and JCP&L has been unable to obtain  an
          appropriate variance from the New Jersey Department  of
          Environmental   protection  which  would   permit   the
          necessary additional kerosene use, Seller may procure

                                33

<PAGE>

          gas  from third parties for use by the Facility for  so
          long  as  JCP&L is unable to provide the necessary  gas
          for  the  Facility.  JCP&L shall allow  Seller  to  use
          transportation capacity which JCP&L may have  available
          (taking  into  account JCP&L's system-wide  needs)  for
          such  third  party gas and shall reimburse  Seller  for
          such  gas  (except for gas used to generate  steam  for
          DuPont  from  the  auxiliary boiler)  and  all  related
          transportation costs (excluding any transportation made
          available without charge by JCP&L) at a rate  equal  to
          the  lesser of (i) Seller's actual costs for  such  gas
          and transportation or (ii) the maximum reimbursement to
          which  Seller would be entitled pursuant  to  the  last
          sentence of Section A.2.l of Appendix A hereto.

9.3       Metering Responsibilities

          Both  Seller  and  JCP&L  shall  maintain  meters   for
          measuring  the  quantity of fuel used by the  Facility.
          The meters shall be capable of recording total MCFs and
          associated calculated BTUs delivered to the Facility on
          a  continuous, real time basis and shall be  calibrated
          at    regular   intervals   based   on   manufacturer's
          recommendations.   The  Parties will  use  these  meter
          readings  to check the readings obtained by PSE&G.   In
          the event of a discrepancy between meters, the readings
          obtained by PSE&G shall prevail until such time as  all
          of   the   meters   can  be  recalibrated.    If   such
          recalibration  demonstrates that the PSE&G  meter  data
          was  in error, an appropriate adjustment shall be  made
          for the period in question.


                           ARTICLE 10

                      BILLINGS AND RECORDS


10.1      Billing

          JCP&L  shall mail to Seller not later than thirty  (30)
          days after the end of each monthly billing period (1) a
          statement  showing the Electricity delivered  to  JCP&L
          from the Facility for that monthly billing period,  (2)
          JCP&L's computation of the amount due Seller, (3)  such
          other  amounts as may then be due and payable by Seller
          to   JCP&L  hereunder.   Together  with  such   monthly
          statement, JCP&L shall mail to Seller JCP&L's check  in
          payment of the said amount shown due Seller.  If Seller
          desires  a wire transfer, such wire transfer  shall  be
          made  within  33  days after the  end  of  the  related
          monthly billing period.

                                34

<PAGE>

10.2      Records

          Both  Seller  and  JCP&L shall keep  a  record  of  all
          invoices,  receipts, charts, computer printouts,  punch
          cards  or magnetic tapes related to the volume or price
          of  Electricity  sales  made hereunder.   Such  records
          shall  be made available for inspection by either Party
          upon  reasonable notice.  All such materials  shall  be
          kept on record for a minimum of six (6) years from  the
          date of their preparation.

10.3      Commencing with the Effective Date, Seller shall pay to
          JCP&L  a  monthly administration fee in the  amount  of
          $1,440,   as  such  amount  shall  have  been  adjusted
          annually on each June 18 commencing June 18, 1991 based
          upon the change in the GDPDI.  Such fee shall be offset
          against  JCP&L's payment to Seller pursuant to  Section
          10.1.   This fee is to be further adjusted annually  on
          each  June 18 after the Effective Date based  upon  the
          change in the GDPDI.

10.4      JCP&L  shall  have the right to set  off  at  any  time
          against any and all amounts which may be due and  owing
          from  JCP&L  to Seller under this Amended and  Restated
          Agreement  the  full  cost of any  and  all  materials,
          equipment,  services and supplies for which payment  is
          past due.

10.5      a)      In  the  event  adjustments or  corrections  to
          billing   statements  are  required  as  a  result   of
          inaccurate  meters  or other errors in  computation  or
          billing,  the Parties shall recompute amounts due  from
          or to JCP&L during the period of inaccuracy as provided
          in Article 7 hereof and otherwise correct any errors in
          such  billing  statement.   If  the  total  amount,  as
          recomputed,  due  from  a  Party  for  the  period   of
          inaccuracy  varies  from  the  total  amount   due   as
          previously  computed,  and payment  of  the  previously
          computed amount has been made, the difference shall  be
          paid  to  the  Party entitled to it within thirty  (30)
          days after the recomputation.

    b)    If JCP&L or Seller does not receive written notice from
          the  other Party of an objection to a billing statement
          within  thirty  (30)  days from the rendering  thereof,
          said billing statement shall be deemed correct.


                           ARTICLE 11

                   ACCESS TO SELLER'S FACILITY

                                35

<PAGE>

          Properly accredited representatives of JCP&L shall,  at
reasonable times, with reasonable notice to Seller and subject to
compliance  with  all of Seller's reasonable safety  rules,  have
access  to Seller's Facility for any purpose reasonably connected
with  this Amended and Restated Agreement or the exercise of  any
right secured to JCP&L by law or its Tariff for Electric Service.


                           ARTICLE 12

                          FORCE MAJEURE


12.1      a)    The  term  "force majeure" as used  herein  means
          unforeseeable causes beyond the reasonable  control  of
          and  without  the  fault  or negligence  of  the  party
          claiming "force majeure", including but not limited  to
          acts  of  God, strike, flood, earthquake, storm,  fire,
          lightening,  epidemic,  war, riot,  civil  disturbance,
          sabotage,   change  in  law  or  applicable  regulation
          subsequent  to the date thereof and action or  inaction
          by  any federal, state or local legislative, executive,
          administrative or judicial agency or body which, in any
          of  the  foregoing cases, by exercise of due  foresight
          such  party could not reasonably have been expected  to
          avoid,  and which by the exercise of due diligence,  it
          is unable to overcome.

          b)    Anything  to  the contrary contained  in  Section
          12.1(a) or otherwise herein notwithstanding, except  as
          may  expressly be provided in Section 12.1(a), the term
          "force   majeure"  shall  not  include   any   of   the
          following:'

          i)   Any  reduction,  curtailment  or  interruption  of
               generation or operation of the Generating Facility,
               whether  in  whole  or in  part, or the ability of
               JCP&L to accept or transmit electricity  generated
               by  the  Generating  Facility   which   reduction,
               curtailment or interruption is caused by or arises
               from the action or  inaction of  any  third party,
               including   without  limitation,   any  vendor  or
               supplier  to the  Generation  Facility or JCP&L of
               material, equipment, supplies or services, unless,
               and then only  to the extent that, any such action
               or inaction would itself be excused hereunder as a
               "force majeure"; provided,  however, that  failure
               of JCP&L  to supply  natural  gas to  the Facility
               during   periods when PSE&G has not interrupted or
               recalled the interstate or intrastate  transporta-
               tion that it supplies under the PSE&G Gas   Supply
               Agreement and to accept available Output  from the
               Facility  shall be  considered  a  "force majeure"
               event with respect

                                    36

<PAGE>

               to  the obligations of Seller hereunder, provided,
               further,  that  the non-supply of natural  gas  by
               JCP&L during periods when PSE&G has interrupted or
               recalled     the    interstate    or    intrastate
               transportation  that it supplies under  the  PSE&G
               Gas  supply  Agreement shall not be  considered  a
               "force majeure" event hereunder;

               ii)   Any outage, whether or not due to the  fault
               or   negligence  of  JCP&L  or  Seller,   of   the
               Generating  Facility  or JCP&L's  electric  system
               attributable  to  a  defect or inadequacy  in  the
               manufacture,   design  or  installation   of   the
               Generating  Facility  or  JCP&L's  facilities   or
               equipment or to a breakdown of their mechanical or
               electrical  equipment  that  prevents,   curtails,
               interrupts   or   reduces  the  ability   of   the
               Generating Facility to generate electricity or the
               ability   of  JCP&L  to  perform  its  obligations
               hereunder; or

               iii) Changes in market conditions that affect  the
               cost  or availability of the Generating Facility's
               primary  or  alternate fuel supply or  demand  for
               Seller's  products or affect JCP&L's fuel supplies
               or   alternate  supplies  of  electric  energy  or
               customer demand therefor.

12.2 Except  for  the  obligation of either  Party  to  make  any
     required  payments hereunder, the Parties shall  be  excused
     from  performing  their  respective obligations  under  this
     Amended  and Restated Agreement and shall not be  liable  in
     damages  or  otherwise if and to the extent  that  they  are
     unable to so perform or are prevented from performing  by  a
     "force majeure", provided that:

     a)   the  non-performing Party, as promptly  as  practicable
          after the occurrence of the "force majeure", but in  no
          event  later than 14 days thereafter, gives  the  other
          Party written notice describing the particulars of  the
          occurrence;

     b)   the  suspension of performance is of no  greater  scope
          and  of  no longer duration than is reasonably required
          by the "force majeure";

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

     d)   as  soon as the non-performing Party is able to  resume
          performance of its obligations excused as a result of

                                37

<PAGE>

          the   occurrence,   it   shall  give   prompt   written
          notification thereof to the other Party.

12.3 Neither  Party  shall  be required  to  settle  any  strike,
     walkout,  lockout or other labor dispute on terms which,  in
     the  sole judgment of the Party involved in the dispute, are
     contrary  to  its interest, it being understood  and  agreed
     that  the settlement of strikes, walkouts, lockouts or other
     labor  disputes shall be entirely within the  discretion  of
     the Party having such dispute.

12.4      a)    Either  Party  may  terminate  this  Amended  and
          Restated  Agreement  upon 10 days  written  notice  if,
          following   the  Effective  Date  (1)  the   Generating
          Facility  is either destroyed or substantially  damaged
          and  Seller  advises  JCP&L that  it  does  not  intend
          promptly   to  reconstruct  or  repair  the  Generating
          Facility,  or (2) an event of "force majeure" hereunder
          prevents  either Party from substantial performance  of
          its respective obligations hereunder for a period of 24
          consecutive  months;  provided,  however,   that   this
          Amended and Restated Agreement may not be so terminated
          if  the  Party prevented from performing  due  to  such
          "force   majeure"  event  (i)  is,  to  the  reasonable
          satisfaction of the other Party, unable despite the use
          of  its  best efforts to overcome the effects  of  such
          "force   majeure"  during  such  24  months  and   (ii)
          demonstrates  to  the  reasonable satisfaction  of  the
          other  Party  that the effects of such "force  majeure"
          can  nevertheless be overcome and that it is diligently
          applying  its  best  efforts  to  do  so.   The   Party
          prevented from performing shall at its expense  provide
          the  other  Party  not later than 60 days  following  a
          request  therefor or with an opinion of an  independent
          engineering firm, reasonably acceptable to  such  other
          Party,  supporting the matters set forth in (ii) above.
          Failure  to  provide such an opinion shall be  adequate
          ground  for  termination of this Amended  and  Restated
          Agreement.

          b)    Upon  termination  of this Amended  and  Restated
          Agreement  as provided in subparagraph (a)  above,  the
          Parties  shall have no further liability or  obligation
          to  each other except for any obligations arising prior
          to the date of such termination.

                                   38

<PAGE>

                           ARTICLE 13

             INSURANCE LIABILITY AND INDEMNIFICATION


13.1 Insurance

     a)   Seller  agrees  to  keep, or cause its  contractors  to
          keep, the Generating Facility continuously insured with
          reputable insurance companies against loss or damage in
          the  amounts and for the risks that property of similar
          character is usually so insured by entities owning  and
          operating like properties.

     b)   Seller  shall  maintain, or cause  its  contractors  to
          maintain,   in  effect  insurance  coverage   for   the
          Generating  Facility  with initial  minimum  limits  as
          follows:




           Insurance                     Limits

1.   a.   Worker's Compensation
          Insurance              As required by statute

     b.   Employer's Liability
          Insurance              $1,000,000

2.   Comprehensive General Liability
     (Public Liability) Insurance
     including:

     a.   Bodily Injury          $5,000,000 per occurrence
          and
          Property Damage        $5,000,000 per occurrence


                             or
     b.   Bodily Injury          $5,000,000 combined
          and                      single occurrence
          Property Damage

     c.   Personal Injury        $5,000,000 per occurrence

3.   Automobile Liability Insurance
     (Owned, hired and non-owned):

                                39

<PAGE>

     a.   Bodily Injury          $2,000,000 per Accident

     b.   Property Damage        $2,000,000 per Accident


     c)   Seller  shall also procure or cause to be procured  and
          maintain in effect business interruption insurance  (or
          in lieu thereof, an operation and maintenance agreement
          for  the Generating Facility with a reputable equipment
          manufacturer containing availability guarantees for the
          Generating   Facility   which   agreement   shall    be
          satisfactory to JCP&L).

     d)   JCP&L  may, upon 90 days prior written notice,  require
          Seller  and  Seller shall, from time to time,  increase
          the foregoing initial limits to amounts which shall  be
          reasonable, based upon. (a) commercial availability  of
          such increased limits on commercially reasonable terms,
          and  (b)  the location, size and type of the Generating
          Facility,  to  meet  changed  circumstances  and   then
          current industry practice.

     e)   Seller's  liability insurance (other than its  worker's
          compensation  insurance) shall  include  provisions  or
          endorsements (a) naming JCP&L as an additional insured,
          (b)  stating  that such insurance is primary  insurance
          with  respect  to the interest of JCP&L  and  that  any
          insurance  maintained  by  JCP&L  is  excess  and   not
          contributory  insurance  with  the  insurance  required
          hereunder, and providing that such policies  shall  not
          be canceled or their limits of liability reduced except
          upon 30 days prior written notice to JCP&L.

     f)   A  copy of each such insurance policy, certified  as  a
          true  copy  by  an  authorized  representative  of  the
          issuing  insurance  company  or  in  lieu  thereof,   a
          certificate  in  form satisfactory to JCP&L  certifying
          that such insurance is in effect, shall be furnished to
          JCP&L  not  less than 30 days prior to the commencement
          of  construction of the Interconnection Facilities  and
          15  days  prior  to the expiration date  of  each  such
          policy.

13.2 Liability

     Neither  JCP&L  nor  Seller, nor their respective  officers,
     directors, agents, employees, parent or affiliates, or their
     respective officers, directors, agents or employees shall be
     liable  to  the  other  Party or its  parent,  subsidiaries,
     affiliates,   officers,   directors,   agents,    employees,
     successors, or assigns, for claims for incidental, special,

                                40

<PAGE>

     indirect  or  consequential damages of any nature  connected
     with  or  resulting  from performance or non-performance  of
     this  Amended  and  Restated Agreement,  including,  without
     limitation, claims in the nature of lost revenues, income or
     profits (other than payments properly due under this Amended
     and  Restated Agreement) irrespective of whether such claims
     are  based  upon  warranty,  negligence,  strict  liability,
     contract operation of law or otherwise.

     Seller  shall  be  liable to JCP&L for any  and  all  direct
     damage  caused to JCP&L's facilities and property  resulting
     from  or  caused  by  the presence, operation,  maintenance,
     condition,   electrical  output  or  removal   of   Seller's
     Facility.

     Nothing  in  this  Amended and Restated Agreement  shall  be
     construed  to create any duty to, any standard of care  with
     reference  to, or any liability to, any person not  a  Party
     hereto.

     Except where specifically stated in the Amended and Restated
     Agreement  to  be  otherwise, the  duties,  obligations  and
     liabilities  of the Parties are intended to be  several  and
     not  joint  or  collective.  Nothing contained herein  shall
     ever   be   construed  to  create  an  association,   trust,
     partnership,  or  joint  venture  or  impose  a   trust   or
     partnership duty, obligation or liability on or with  regard
     to  either  Party.  Each  Party shall  be  individually  and
     severally liable for its own obligation hereunder.

13.3  Seller hereby indemnifies and agrees to defend  JCP&L,  its
Affiliates, officers, directors, partners, agents and.  employees
against all loss, damage, expense, and liability to third persons
for  injury  to  or  death  of persons  or  damage  to  property,
proximately   caused  by  the  negligent  design,   construction,
ownership, operation or maintenance of any of Seller's  works  or
facilities  used  in  connection with this Amended  and  Restated
Agreement, and JCP&L indemnifies and agrees to defend Seller, its
Affiliates, officers, directors, agents, partners, and  employees
against  all loss, damage, expense and liability to third persons
for  injury  to  or  death  of  persons  or  injury  to  property
proximately  caused  by the negligence of  JCP&L,  in  connection
therewith;  provided,  however, that  neither  Party,  nor  their
respective Affiliates, officers, agents, directors, partners,  or
employees  shall  be liable to the other Party,  its  Affiliates,
agents,   officers,  directors,  partners,   or   employees   for
incidental,  special, indirect or consequential  damages  of  any
nature  connected  with  or resulting from  performance  or  non-
performance of this Amended and Restated Agreement.   Each  Party
hereto shall furnish the other Party with written notification as
soon  as  practicable (but in no event later than ten  (10)  days
prior to

                                41

<PAGE>

     the  time any response is required by law) after such  Party
     becomes  aware of any event of circumstances, or the  threat
     thereof,  which might give rise to such indemnification.  At
     the  indemnified  Party's request,  the  indemnifying  Party
     shall  defend  any suit asserting a claim  covered  by  this
     indemnity  and  shall pay all costs and expenses  (including
     the  cost of investigation and attorney's fees and expenses)
     that  may  be  incurred in enforcing  this  indemnity.   The
     indemnified  Party may, at its own expense, retain  separate
     counsel  and participate in the defense of any such suit  or
     action.


                           ARTICLE 14

                        EVENTS OF DEFAULT


14.1 Definition

     The   following  shall  constitute  an  Event   of   Default
     hereunder:

     a)   JCP&L  fails  to make payment of any amount  undisputed
          due  Seller  hereunder, which failure continues  for  a
          period  of  thirty  (30)  days  after  notice  of  such
          nonpayment;

     b)   JCP&L or Seller fails to perform fully any material and
          essential  obligation hereunder, which failure  is  not
          excused by force majeure or the non-performance of  the
          other  Party and such failure continues for  more  than
          thirty  (30)  days  after notice  of  such  failure  to
          perform.  However, the notice and thirty (30) day grace
          period  of  the Paragraph (b) shall not  apply  to  the
          breaches covered by paragraphs (c), (d) and (e) below;

     c)   Except  for sales of electricity to DuPont  as  may  be
          specifically provided herein, Seller sells or  supplies
          any Electricity from the Facility to a party other than
          JCP&L without JCP&L's prior written consent;

     d)   By order  of  a  court of  competent   jurisdiction,  a
          receiver or liquidator or trustee of either Party or of
          any of the property  of either Party shall be appointed,
          and such receiver or  liquidator or  trustee  shall not
          have been discharged within a period of sixty (60) days;
          or if by decree of such a court, a Party shall be adjud-
          icated bankrupt or insolvent or any substantial part of
          the property of such Party shall have been sequestered,
          and such decree shall have continued undischarged   and
          unstayed for a period  of  sixty  (60) days  after  the
          entry thereof; or  if a petition  to declare bankruptcy
          or  to  reorganize  a  Party  pursuant  to  any of  the
          provisions of

                                42

<PAGE>

          the  Federal Bankruptcy Act, as it now exits or  as  it
          may  hereafter  be amended, or pursuant  to  any  other
          similar state statute applicable to such Party, as  now
          or  thereafter in effect, shall be filed  against  such
          Party and shall not be dismissed within sixty (60) days
          after such filing; or

     e)   If  either  Party  shall file a voluntary  petition  in
          bankruptcy under any provision of any federal or  state
          bankruptcy  law or shall consent to the filing  of  any
          bankruptcy or reorganization petition against it  under
          any   similar  law;  or,  without  limitation  of   the
          generality  of the foregoing, if a Party shall  file  a
          petition  or  answer  or  consent  seeking  relief   or
          assisting  in seeking relief in a proceeding under  any
          of  the provisions of the Federal Bankruptcy Act, as it
          now  exists  or  as  it may hereafter  be  amended,  or
          pursuant  to any other similar state statute applicable
          to  such  Party, as now or hereafter in effect,  or  an
          answer  admitting the material allegation of a petition
          filed  against it in such a proceeding; or if  a  Party
          shall  make  an  assignment  for  the  benefit  of  its
          creditors;  or  if a Party shall admit in  writing  its
          inability  to  pay its debts generally as  they  become
          due; or if a Party shall consent to the appointment  of
          a  receiver or receivers, or trustees, or liquidator or
          liquidators  of  it  or  of all  or  any  part  of  its
          property.

14.2 Remedies for Breach

     a)   If  the  defaulting  Party fails to  cure  any  default
          within  thirty (30) days of receipt of notice  of  said
          default,   the  non-defaulting  Party  may   seek   all
          available  remedies  at  law or  in  equity,  including
          without limitation the right to recover damages  caused
          by such default; provided, however, that neither Party,
          nor  their  respective  Affiliates,  officers,  agents,
          directors, partners or employees shall be liable to the
          other   Party,   its   Affiliates,  officers,   agents,
          directors,   partners  or  employees  for   incidental,
          special,  indirect  or  consequential  damages  of  any
          nature connected with or resulting from performance  or
          non-performance of this Amended and Restated Agreement.

     b)   Secured Party's Option

          In the event that Seller has assigned this Amended  and
          Restated Agreement as a security interest to  a  lender
          pursuant to and in accordance with Article  18  hereof,
          then such lender shall be entitled to receive notice of
          any breach hereof by  Seller and such lender shall have

                               43

<PAGE>

          the same  opportunity as Seller to cure such breach  to
          the extent Seller has agreed to give such right to  its
          lender.

     c)   If  either  Party  breaches this Amended  and  Restated
          Agreement, the other Party has the right (but  not  the
          duty)  to  bring  an  action in a  court  of  competent
          jurisdiction   to  require  the  breaching   Party   to
          terminate  such breach and to specifically perform  the
          breaching  Party's  obligation in accordance  with  the
          terms  and  conditions  of  the  Amended  and  Restated
          Agreement.

14.3 JCP&L's Rights and Obligations

     Except as herein. otherwise provided, unless and until  this
     Amended  and  Restated Agreement has been terminated,  JCP&L
     shall  not, as a result of any breach or alleged  breach  by
     Seller, refuse to make, suspend or delay any of the payments
     due Seller hereunder.

14.4 Waiver of Breach

     Either  Party may waive breach by the other Party,  provided
     that no waiver by or on behalf of either JCP&L or Seller  of
     any  breach of any of the covenants, provisions, conditions,
     restrictions  or  stipulations contained herein  shall  take
     effect or be binding on JCP&L or Seller unless the waiver is
     reduced to writing and executed by JCP&L or Seller, and  any
     such waiver shall be deemed to extend only to the particular
     breach  waived and shall not limit or otherwise  affect  any
     rights  that  JCP&L or Seller may have with respect  to  any
     other or future breach.


                           ARTICLE 15

                       REGULATORY APPROVAL


15.1 This   Amended  and  Restated  Agreement  shall  not  become
     effective until each of the following shall have occurred:

     a)   the BPU Order shall have been issued;

     b)   the  Bankruptcy  Court shall have issued  the  Approval
          Order;

     c)   the  existing Gas Service Agreement dated May l3,  1993
          between Seller and PSE&G shall have been terminated or

                                44

<PAGE>
          assigned  to JCP&L without any liability to  Seller  or
          the Facility;

     d)   JCP&L  shall  have  entered into the PSE&G  Gas  Supply
          Agreement  or,  if  the existing Gas Service  Agreement
          described  in  clause (c) shall have been  assigned  to
          JCP&L,  such  agreement  shall  have  been  amended  or
          modified   to   JCP&L's  satisfaction,  in   its   sole
          discretion,  and  in either case such  agreement  shall
          have  received  all necessary regulatory approvals  and
          otherwise  become  effective  in  accordance  with  its
          terms; and

     e)   that   certain   Third  Amendment  to  Power   Purchase
          Agreement dated as of December ___, 1995 by and between
          O'Brien  (Newark) Cogeneration, Inc.  and  JCP&L  shall
          have become effective in accordance with its terms.

     The  Parties agree to use all reasonable efforts  to  obtain
     such  approvals  in  a timely manner, and  if  requested  by
     Seller,  agree to negotiate in good faith any changes  which
     the  BPU may request as a condition to the issuance  of  the
     BPU  Order.   Any changes herein which may be  requested  by
     Seller's  Lenders will be negotiated by Seller and JCP&L  in
     good faith.


                           ARTICLE 16

                       NOTICES AND SERVICE


16.1 All  notices  required or permitted hereunder  shall  be  in
     writing  and  shall  be  personally  delivered  or  sent  by
     certified  United  States  mail,  postage  prepaid,   telex,
     facsimile transmission, or overnight express mail or courier
     service addressed as follows:

    If to Seller to:

    O'Brien (Parlin) Cogeneration, Inc.
    c/o NRG Energy
    1221 Nicollet Mall, Suite 700
    Minneapolis, MN 55403

     If to the Company to:

    Jersey Central Power & Light Company
     Attn:     Manager -Cogeneration
    300 Madison Avenue
    Morristown, New Jersey 07962-1911

    or  to  other  person at such other address as a Party  shall
    designate by like notice to the other Party.

                                45

<PAGE>

16.2 Unless  otherwise  provided herein,  all  notices  hereunder
     shall  be  deemed  to  be  given  when  sent  or  personally
     delivered.


                           ARTICLE 17

                           AMENDMENTS


          No  amendment  or  modification of the  terms  of  this
Amended  and Restated Agreement shall be binding on either  JCP&L
or  Seller unless reduced to writing and signed by both  Parties.
Unless  otherwise  agreed by the Parties, no  such  amendment  or
modification shall become effective unless approved by the BPU in
form and substance satisfactory to each Party.


                           ARTICLE 18

               RIGHT OF FIRST REFUSAL AND CONSENT
                    FOR THIRD PARTY INTERESTS


          Neither Party shall transfer, assign, merge or delegate
its  rights,  interest  or  duties hereunder  without  the  prior
written  consent  of the other Party, nor shall  Seller  sell  or
transfer  all  or any part of the Project facilities  covered  by
this  Amended  and Restated Agreement, without the prior  written
consent  of  JCP&L.   Such  prior written  consent  will  not  be
unreasonably  withheld,  but  will,  in  addition  to  any  other
reasonable   conditions,   require  that:    (1)   the   proposed
transferee,  purchaser,  assignee,  delegatees  or  acquirer  has
agreed  in  writing to be bound by all the terms  and  conditions
hereby,  and  (2) in the case of a proposed sale or  transfer  by
Seller  of part or all of the Project facilities covered  hereby,
Seller  shall have first offered in writing to sell  or  transfer
such  facilities  to  JCP&L  pursuant  to  the  same  terms   and
conditions  that  Seller  will  enter  into  with  the   proposed
transferee  or purchaser, and JCP&L in writing has rejected  such
offer.  Upon presentation of said offer to JCP&L by Seller, JCP&L
shall have thirty (30) days to review and approve said offer.  If
Seller  does  not receive written notification from JCP&L  within
said  thirty  (30) days, it shall be presumed that JCP&L  has  no
objection  to  the  proposed transaction and  has  rejected  such
offer.  Any sale, transfer, assignment, merger or delegation made
without such prior written consent shall be null and void.

          It is specifically understood and agreed by and between
the Parties that JCP&L may at any time, without Seller's consent,
assign  this  Amended and Restated Agreement to any successor  to
JCP&L,  or to Pennsylvania Electric Company, Metropolitan  Edison
Company,  or  any other electric utility which  is  part  of  the
General  Public  Utilities' System, provided that  such  assignee
agrees to be

                                46

<PAGE>

bound  by  all  of  the terms and conditions of the  Amended  and
Restated Agreement.


                           ARTICLE 19

                          CHOICE OF LAW


          The  Parties  hereto  hereby agree  that  all  disputes
arising  under  the Amended and Restated Agreement  not  resolved
between  the  Parties shall be decided by a  court  of  competent
jurisdiction in the State of New Jersey and Seller hereby submits
itself to the jurisdiction of such court for such purposes.


                           ARTICLE 20

                       CERTAIN JCP&L COSTS


          Seller  hereby  agrees to reimburse JCP&L  for  JCP&L's
costs  and  expenses (including reasonable fees and  expenses  of
JCP&L's  counsel)  incurred in connection  with  JCP&L's  review,
execution   and  delivery  of  any  instruments  agreements,   or
documents  necessary  in  connection  with  Seller's  assignment,
transfer, sale or other disposition of this Amended and  Restated
Agreement or any interest in the Facility.


                           ARTICLE 21

                        OTHER AGREEMENTS


          From  and  after the Effective Date, this  Amended  and
Restated  Agreement shall supersede any and all oral  or  written
agreements  and  understandings heretofore made relating  to  the
subject  matter hereof, including without limitation  the  Power.
Purchase  Agreement,  and  this Amended  and  Restated  Agreement
constitutes the entire agreement and understanding of the Parties
relating to the subject matter hereof.


                           ARTICLE 22

                            CAPTIONS


          All  indices, titles, subject headings, section  titles
and  similar items are provided for the purpose of reference  and
convenience  and are not intended to be inclusive, definitive  or
to affect the meaning, content or scope hereof.

                                47

<PAGE>

                           ARTICLE 23

                             PARTIES


          Wherever  in  the  Amended and Restated  Agreement  any
Party  shall  be  designated or referred to by  name  or  general
reference,  such designation is intended to and  shall  have  the
same  effect  as if the words, "heirs, executors, administrators,
personal  or  legal  representatives, and  permitted  successors,
purchasers, transferees, grantees, delegatees, and assignees" had
been  inserted after each and every such designation and all  the
terms, covenants and conditions herein contained shall be for and
shall  inure  to  the  benefit of and shall bind  the  respective
Parties  hereto,  and  their  heirs,  executors,  administrators,
personal   or   legal   representatives,  and   their   permitted
successors,  purchasers,  transferees, grantees,  delegatees  and
assignees, respectively.

          In  all  references  herein to  any  parties,  persons,
entities or corporations the use of any particular gender or  the
plural  or singular number is intended to include the appropriate
gender or number as the text hereof may require.


                           ARTICLE 24

                          COUNTERPARTS


          This Amended and Restated Agreement may be executed  in
any  number  of counterparts, and all such counterparts  executed
and  delivered, each as an original, shall constitute but one and
the same instrument.


                           ARTICLE 25

                             WAIVER


          Any  waiver  at any time by either Party of its  rights
with respect to a default hereunder, or with respect to any other
matters  arising  in  connection with this Amended  and  Restated
Agreement,  shall  not be deemed a waiver  with  respect  to  any
subsequent default or any other matter.


                           ARTICLE 26

                            DISPUTES


          Should  a  dispute between the Parties arise hereunder,
the  Parties hereto shall continue in good faith to perform their
respective  obligation  hereunder.  The Parties  shall  negotiate
with

                                48

<PAGE>

each  other  in  a bona fide effort to resolve any  such  dispute
without resorting to judicial proceeding, and failing settlement,
they  shall  submit  any  unresolved dispute  for  settlement  by
alternative  dispute  resolution  techniques.   If  the   dispute
remains  unresolved for more than ninety (90) days  after  formal
commencement of such efforts to resolve the dispute, either Party
may   seek  judicial  enforcement  of  its  rights  and  remedies
hereunder as herein provided.  Notwithstanding the foregoing, the
rights and remedies of the Parties hereto set forth in Article 14
shall in no way be impaired, restricted or otherwise affected.


                           ARTICLE 27

                           GRATUITIES


          JCP&L  shall  prohibit its employees from  using  their
official  position for personal financial gain, or from accepting
any  personal  advantage  from anyone under  circumstances  which
might  reasonably be interpreted as an attempt to  influence  the
recipients  in  the  conduct of their  duties.   Seller  and  its
employees  and  representatives shall  not,  under  circumstances
which  might reasonably be interpreted as an attempt to influence
the  recipients  in  the  conduct of  their  duties,  extend  any
gratuity or special favor to employees of JCP&L.

IN  WITNESS WHEREOF, the Parties hereto have caused this  Amended
and  Restated Agreement to be signed by their respective officers
thereunto duly authorized as of the day and year first set  forth
above.

IN WITNESS

ATTEST:             O'BRIEN (PARLIN) COGENERATION, INC.

                              By:  /s/ Leonard Bluhm
Title:                                  Title:

ATTEST:             JERSEY CENTRAL POWER & LIGHT COMPANY

                              By:  /s/ M. P. Morell
Assistant Secretary                     Title: Vice President

                                49

<PAGE>

                           Appendix A
                Facility Fuel Management Services

A.1  GPU Natural Gas Private Pooling Point ("PPP")

     A.1.1     GPU Service Corporation ("GPUSC") is authorized to
act on behalf of and as agent for JCP&L in all matters pertaining
to the procurement and delivery of natural gas for consumption by
those  participating  gas-fired generating  facilities  owned  by
JCP&L  or  certain  facilities  owned  by  an  Independent  Power
Producer  with  a Power Purchase Agreement with JCP&L,  including
the  Facility.   JCP&L and GPUSC shall hereafter collectively  be
referred to as the "Company".

     A.l.2      GPUSC  has  established  a  Natural  Gas  Private
Pooling Point ("PPP"), which is a portfolio of natural gas supply
and  transportation assets, that is managed collectively  by  New
Jersey Natural Energy Corporation ("NJNE") and GPUSC pursuant  to
a  Master  Fuel  Management Agreement.  NJNE is  a  wholly  owned
subsidiary of New Jersey Resources Corporation.

     A.1.3      Facilities  served  by  the  PPP,  including  the
Facility, will be provided a comprehensive natural gas management
service  such  that  neither the Facility's owners  nor  operator
shall be responsible nor held liable for procuring, transporting,
scheduling,  nominating  or  delivering  natural   gas   to   the
Facility's  burner tip.  In the case of the Facility, this  shall
include serving the requirements of the base load portion of  the
Facility,  the additional loads when the Facility's  dispatchable
operation  is  directed  by  the Company's  dispatchers,  or  the
additional  loads and requirements for producing steam  (and,  if
applicable,  electricity)  for DuPont (including  the  Facility's
auxiliary  boilers) provided that Seller both complies  with  the
explicit notification requirements set forth herein and elects to
accept  delivery  of such natural gas at the price  specified  in
Sections A.2.2 and A.2.3 below, as appropriate.

     A.l.4     GPUSC has designated a full time employee assigned
to the PPP, and officed at GPUSC's dispatch center, to coordinate
all  natural  gas procurement and scheduling for  PPP  facilities
including  the  Facility.   Such  employee  shall  hereafter   be
referred  to  as  the "Fuel Manager".  The Fuel  Manager  or  his
designee shall be available twenty-four hours per day, seven days
per week.

A.2  Operations

     A.2.l       The  PPP  shall  provide  natural  gas  to   the
Facility's  Burner  Tip  to  operate the  Base  Capacity  of  the
Facility  unless  the Seller notifies the GPUSC  dispatcher  that
such Base Capacity is not available as a consequence of a planned
or  forced  outage.  In the event of a forced outage, the  Seller
shall  immediately notify the Company dispatcher  of  the  outage
condition and its anticipated duration.  The Seller shall  notify
JCP&L of a major Planned


<PAGE>

Outage,  i.e.,  scheduled outages expected to  last  longer  than
seven (7) consecutive days, at least two (2) months prior to  the
planned  start of said outage.  Further, the Seller shall  notify
JCP&L  of its intent to resume operation of the Base Capacity  at
least  one  (1)  week prior to the completion of a major  Planned
Outage.   Seller shall use best efforts to notify the Company  of
Maintenance  Outages  and short duration Planned  Outages,  i.e.,
unscheduled Planned Outages or Planned Outages expected  to  take
less  than  seven  (7) days, within one day of  the  decision  to
conduct such an outage.  If the PPP fails to properly procure and
cause  to  be  delivered an adequate supply  of  natural  gas  to
operate  the  Base Capacity of the Facility during  periods  when
PSE&G   has  not  interrupted  or  recalled  the  interstate   or
intrastate transportation that it supplies to the PPP pursuant to
its  agreement  with the Company to support, among other  things,
the   operation   of  the  Facility,  then  the   Seller   shall,
nonetheless,  ensure  that  an adequate  supply  of  kerosene  is
available at all times and agree to operate the Base Capacity  of
the  Facility on kerosene provided that the Company shall pay for
said  kerosene  pursuant to Article 9 of the Agreement  and  that
operation of the Facility on kerosene does not cause the Facility
to violate its air permits. Alternatively, the Seller may Procure
and cause to be delivered a supply of natural gas to the Facility
from  a third party supplier to operate the Base Capacity of  the
Facility  during such periods.  The Company shall  reimburse  the
Seller  for the all-in cost of such natural gas up to the sum  of
the  mid-point  of  the range of the most recent  price  to  Mid-
Atlantic Citygates, Transco, Zone 6, or Texas Eastern, Zone  M-3,
whichever  is  greater, as published in the following  day's  Gas
Daily,   Eastern  Edition,  and  PSE&G's  reasonable  charge   to
transport said natural gas to the Facility.

     A.2.2      In accordance with Section 6.13 of the Agreement,
the  Seller  may elect to generate up to 50 MW during periods  of
non-dispatch if it agrees to pay for the proportional  amount  of
fuel  to generate such excess.  The Seller shall notify the  Fuel
Manager  by  telephone and fax of its intention to generate  such
excess prior to 0900 hours of the day preceding Seller's proposed
generation  in order for the PPP to make proper arrangements  for
additional  supplies  and  delivery of  natural  gas.   The  Fuel
Manager  shall fax confirmation of the Seller's request  by  1200
hours  on  that day and shall also provide to the Seller  a  firm
price quote for the additional fuel.  The Fuel Manager shall  use
reasonable efforts to procure and cause to be delivered such  gas
at  a competitive, market based price.  Upon receipt of such firm
price  quote,  Seller shall have the option, to be  exercised  by
telephone or fax notice by 1300 hours on that day, (i) to  accept
such firm price quote, or (ii) to elect not to take the requested
gas  from  the PPP, but instead to procure and pay for other  gas
directly  from a third party supplier, or (iii) to elect  not  to
generate additional energy above the Base Capacity.  In the event
Seller  elects  to  procure and pay for gas from  a  third  party
supplier,  JCP&L shall seek to cause such gas to be delivered  to
the Facility through its intrastate transportation agreement with
PSE&G,  at  the contract rates provided therein, all at  Seller's
expense.

     A.2.3      In  accordance with Section 9.1 of the Agreement,
the  PPP  shall be responsible for tendering natural gas  to  the
Facility   for   production  of  steam   (and,   if   applicable,
electricity) for DuPont, including natural gas required  for  the
Facility's auxiliary boiler which shall be operated, from time to
time,  by  the Seller to produce steam for sale to  DuPont.   The
Seller  shall notify the Fuel Manager of its intention to operate
the Facility to

                                2

<PAGE>

produce steam and electricity, if applicable, for DuPont, if such
operation would require operating the Facility at a greater  load
than  would otherwise be required to provide Base Capacity and/or
Dispatch   Capacity  to  JCP&L  under  the  Agreement,  including
Seller's  intention  to  operate the auxiliary  boiler,  and  the
amount  of  natural gas required prior to 0900 hours of  the  day
preceding  Seller's proposed operation in order for  the  PPP  to
make proper arrangements for additional supplies and delivery  of
natural  gas  or,  if notice by such time is not feasible  (e.g.,
because  notice  of reduction in the Dispatch  Capacity  was  not
given  by  JCP&L by that time or because of the sudden occurrence
of  a  full  or  partial Forced Outage), as  much  notice  as  is
feasible  under  the circumstances.  The Fuel Manager  shall  fax
confirmation of the Seller's request by 1200 hours  on  that  day
(or,  if  response by that time is not feasible  because  shorter
notice  was  given  by  Seller as permitted  under  the  previous
sentence,  as  soon as is feasible).  Seller shall pay  for  such
additional  natural  gas at the rate provided  in  Section  A.2.5
below.

     A.2.4     Once nominated, the Seller is obligated to consume
within  plus  or  minus  five percent  (5%)  any  additional  gas
requested  pursuant to Sections A.2.2 and A.2.3  hereof,  in  the
aggregate  during each calendar month, unless other  arrangements
can  be made at the time between the Seller and the Fuel Manager.
In  the  event  the Facility, for whatever reason, is  unable  or
fails  to  consume  the  additional gas that  it  had  previously
requested, the Company shall use reasonable efforts to  redirect,
place into storage, or remarket such excess gas so as to mitigate
the  cost  of disposing of said excess gas.  Should the  Facility
consume  an  amount of natural gas greater than one  hundred  and
five percent (105%) of the aggregate amount requested during  the
calendar month, then the Company shall use reasonable efforts  to
remedy  any  resulting  imbalances including,  when  practicable,
withdrawal  of natural gas reserves from storage if  an  adequate
supply  of such natural gas exists and can be accessed.  However,
the incremental cost of such gas along with any and all penalties
or  claims  that  may nonetheless be applied by  a  third  party,
including  but not limited to an interstate pipeline  company  or
PSE&G, as a result of an imbalance, shall be paid by the Seller.

     A.2.5     The Fuel Manager shall provide the Company and the
Seller  with a monthly weighted average cost of gas ("WACOG")  to
the  PSE&G  city  gate that shall be combined with  the  cost  of
variable intrastate transportation charged to the PPP by PSE&G to
deliver gas to the Facility's burner tip.  The combined WACOG and
intrastate transportation charges will be used in the calculation
of Seller's reimbursement to ICP&L for steam (and, if applicable,
electric) sales to DuPont.  The WACOG shall be the PPP's  overall
WACOG  at PSE&G's city gate and shall be reported to the  Company
and  the  Seller no later than three (3) business days after  the
end  of the month.  Upon receipt of the Seller's written request,
the  Fuel  Manager  shall  provide documentation  supporting  the
calculation of the WACOG and shall provide access, as required to
relevant  supporting detail including invoices and  LDC  metering
summaries.

     A.2.6      The  Company may request that the Seller  operate
the  Dispatch  Capacity of the Facility.   A  Scheduled  Dispatch
Period  shall  require a minimum of thirty (30) minutes  advanced
notice prior to the commencement of a Start-up Period which shall
not exceed one and one half hours (plus the supplemental Start-up
period  in  the case of a cold start). The PPP shall provide  all
natural  gas  required by the Facility during a  Start-Up  Period
(plus the

                                3

<PAGE>

supplemental  Start-up period in the case of a cold  start),  the
Scheduled  Dispatch Period and the subsequent  Shut-Down  Period.
It  is  the responsibility of the PPP to ensure that an  adequate
supply  of  natural  gas  is available to  operate  the  Dispatch
Capacity of the Facility, subject to the adjustments contemplated
in  Sections 6.11.  The Fuel Manager shall estimate the amount of
natural gas required based upon the anticipated duration  of  the
Scheduled Dispatch Period, the level of Dispatch requested (i.e.,
second  combined  cycle,  duct firing, or  maximum  output),  the
typical natural gas consumption during regular Start-Ups and Shut-
Downs  and  the  expected  heat rate  of  the  Facility.   Unless
otherwise  advised by the Seller, the Fuel Manager shall  utilize
the  Average  Heat Rate of the preceding Contract Year,  or  9500
BTU/kWh,  to  determining  the natural gas  requirements  of  the
Facility.   Seller shall use reasonable efforts  to  maintain  an
accurate  estimate of the Facility's Heat Rate and  shall  report
any  significant variations (i.e., +1-5%) from the  Average  Heat
Rate then in effect, either due to the material condition of  the
Facility  or  temperature  conditions.   Seller  shall   not   be
responsible  for  any  cost  or  charges,  including  storage  or
remarketing  costs  or  imbalance  charges,  resulting  from  any
difference between such estimates and the Facility's actual usage
provided  that  (i) Seller operates the Facility as  contemplated
and  (ii)  Seller has properly notified the Fuel Manager  of  any
significant variations in the Heat Rate used by the Fuel  Manager
in  calculating the natural gas requirements of the Facility.  If
the  PPP  fails to properly procure and cause to be delivered  an
adequate  supply of natural gas to operate the Dispatch  Capacity
of  the Facility during periods when PSE&G has not interrupted or
recalled  the  interstate or intrastate  transportation  that  it
supplies to the PPP pursuant to its agreement with the Company to
support, among other things, the operation of the Facility,  then
the Seller shall, nonetheless, ensure that an adequate supply  of
kerosene  is  available at all times and  agree  to  operate  the
Dispatch  Capacity of the Facility on kerosene provided that  the
Company  shall  pay for said kerosene and that operation  of  the
Facility  on  kerosene, as provided in the  Agreement,  does  not
cause  the Facility to violate its air permits.  In either event,
should the Company not elect to operate the Dispatch Capacity  on
kerosene  either because of cost or air permit restrictions,  not
withstanding  anything else herein to the  contrary,  the  Seller
shall  be entitled to receive compensation pursuant to Article  8
of the Agreement.

     A.2.7      From  time to time, the Company  may  direct  the
Seller to operate the Facility on kerosene instead of natural gas
during  periods  when  natural  gas  is  either  unavailable   or
prohibitively expensive.  In accordance with Section  6.11(a)  of
the  Agreement,  the  Company shall not  request  the  Seller  to
operate  the  Dispatch Capacity for more hours than is  currently
authorized   under  the  Facility's  air  permit  without   first
obtaining  an appropriate variance from the New Jersey Department
of  Environmental Protection. The Company shall reimburse  Seller
for  the  cost  of  kerosene as provided  in  Article  9  of  the
Agreement.  The Company shall provide at least a comparable level
of  natural  gas  service  to the Facility  for  the  purpose  of
operating the Base Capacity to that provided by PSB&G to  its  QF
customers under its prevailing CIG Tariff.

                                4

<PAGE>

A.3  Metering of Natural Gas Flows to the Facility

     A.3.l      In  accordance with Section 9.3 of the Agreement,
both  Seller  and JCP&L shall maintain meters for  measuring  the
quantity of fuel used by the Facility.  It is contemplated by the
Parties  at  the  time  of this Agreement  that  JCP&L  shall  be
afforded  access  to PSE&G's billing meter and shall  further  be
permitted to connect its remote telemetering unit ("RTU") to such
billing meter for the purpose of electronically transmitting real
time  fuel consumption data to GPUSC's dispatch center.   In  the
event  that, for whatever reason, access to PSE&G's billing meter
is  denied  or deemed to be impracticable, then JCP&L shall  have
the  right  to cause to be installed at its own expense  a  meter
capable  of  recording  and electronically transmitting  required
real time fuel consumption data at the Facility.

     A.3.2      The Fuel Manager will monitor the consumption  of
natural gas at the Facility to ensure that an adequate supply  of
natural  gas  is  available to operate both the  Facility's  Base
Capacity and, when requested by ICP&L, the Dispatch Capacity.  In
the  event  that the Fuel Manager determines that an insufficient
quantity  of  natural  gas  remains to continue  to  operate  the
Facility  at  its  current level of output, it  may  request  the
Company,  and  the  Company may direct the  Seller,  that  the  a
Scheduled Dispatch Period be shortened unless additional supplies
can  be  secured.  If the shortfall is substantial (i.e., greater
than  5%  variation from anticipated consumption at the point  in
time   that  the  comparison  is  made  and  cannot  be   readily
explained), the Company and/or the Seller may request that any or
all  gas  measuring meters be recalibrated.  If it is  determined
that  the additional fuel consumption is the result of a material
change  in  the  Faci1ity's performance, the Fuel  Manager  shall
notify  the  Seller in writing immediately, who shall,  in  turn,
confirm  receipt of such notification and explain  the  cause  or
causes of the change in performance and what steps will be  taken
to remedy the situation.  The extent of the change in performance
may necessitate that the Facility be declared to be in a full  or
partial Forced Outage until the condition is remedied..   In  any
event,  the provisions set forth in Section 8.3h of the Agreement
shall apply.

     A.3.3      The Company shall seek to cause PSE&G to  deliver
natural gas of interstate pipeline quality to the Facility at its
system operating pressure.

A.4  Title

     A.4.  1    Title to the natural gas supply used to fuel  the
Base  Capacity and Dispatch Capacity of the Facility shall remain
with GPUSC.

     A.4.2      Title to the natural gas requested by the  Seller
to   fuel  the  auxiliary  boiler,  to  provide  steam  (and,  if
applicable,  electricity)  to DuPont,  or  to  operate  the  Base
Capacity  above the 41 MW contractual limit pursuant  to  Section
6.13  of the Agreement shall transfer to the Seller at the  PSE&G
billing meter.  Such title transfer shall create an obligation on
the part of the Seller to reimburse the Company the full cost  of
the natural gas as provided herein.

                                5

<PAGE>

     A.4.3       At   all   times,   tide   to   any   interstate
transportation  which  may  be used from  to  time  to  transport
natural  gas to the PSE&G city gate for the purpose of  operating
the  Facility  including the auxiliary boiler shall  remain  with
GPUSC.

     A.4.4      The Company warrants that it will have  good  and
marketable  tide to all natural gas supplied to Seller  and  full
authority to deliver such natural gas to Seller free and clear of
any liens, claims or encumbrances of any third party.

A.5  Liability

     A.5.1     The Seller shall have no responsibility to procure
natural  gas  for the Facility, nor shall it be  liable  for  any
claims   or   penalties  resulting  from  the   supply   and   or
transportation of natural gas to the Facility when  operation  of
the  Facility  is within the prescribed terms of  the  Agreement.
Such  operation shall include operating the Base Capacity of  the
Facility  at the 41 MW limit, operating the Dispatch Capacity  of
the Facility when done so in the prescribed manner in response to
a  request  made  by the Company, operating the auxiliary  boiler
during  Non-Dispatch  Periods upon  proper  notification  by  the
Seller  to the Fuel Manager, and generating any additional output
above  the Base Capacity up to 50 MW upon proper notification  by
the Seller to the Fuel Manager.

     A.5.2      The  Seller shall be liable for  the  unmitigated
cost of disposing of additional gas supplies previously requested
by  the  Seller referenced in Section A.2.4 of this Appendix  but
not   consumed  at  the  Facility  pursuant  to  the  terms   and
limitations set forth in that Section.

     A.5.3     The Seller shall be liable for the entire cost  of
any natural gas consumed by the Base Capacity of the Facility  in
excess  of  41  MW or by the auxiliary boiler during Non-Dispatch
Periods  as provided in Sections A.2.2 and A.2.3 above.  Further,
in  addition  to the full cost of the natural gas  consumed,  the
Seller shall be entirely liable for any penalties or claims  that
might  result as a consequence of its failure to properly  notify
the Fuel Manager of its intention to operate the Base Capacity at
a  level  greater than 41 MW or to operate the auxiliary  boiler.
Under  no  circumstances shall the Seller  operate  the  Dispatch
Capacity without the direct knowledge and consent of the Company.
Such  an  action  on  the part of the Seller shall  constitute  a
breach  of the Agreement.  Further, the Seller shall be  entirely
liable  for the full cost of the natural gas consumed as well  as
any  and  all  penalties  or  claims  that  might  result  as   a
consequence of its actions.

     A.5.4     The Company shall not be held liable for any fines
imposed  by the New Jersey Department of Environmental Protection
on   the  Seller  resulting  from  the  Facility  exceeding   the
authorized  level of operations on kerosene.  It is the  Seller's
responsibility  to  ensure compliance with all  of  its  permits.
However, Seller shall not be obligated to produce either the Base
Capacity  or  the Dispatch Capacity if the PPP has  not  provided
adequate  natural  gas for such production  during  periods  when
PSB&G   has  not  interrupted  or  recalled  the  interstate   or
intrastate  transportation that it supplies to the PPP,  pursuant
to  its  agreement  with  the Company, to  support,  among  other
things,  the operation of the Facility, if such production  would
cause  the  Facility to exceed authorized levels of operation  on
kerosene.  Such failure

                                6

<PAGE>

to produce either Base Capacity or Dispatch Capacity shall not be
considered a Forced Outage under the Agreement.

     A.5.5      Pursuant to Section A.2.7 of this  Appendix,  the
PPP  shall  provide a level of service comparable to PSE&G's  CIG
Tariff  which  contemplates some number of days  of  interruption
during periods when the ambient air temperature falls below  some
predetermined contract level.  During such periods of natural gas
interruption,  the Seller may operate the Facility  on  kerosene,
provided  that  such  operation does not  exceed  the  authorized
levels of operation on kerosene under the Facility's permit.  The
Company  shall  reimburse the Seller the cost  of  said  kerosene
pursuant  to Sections 9.1 and 9.2 of the Agreement.  However,  if
the  Seller  is unable to operate the Base Capacity  due  to  the
unavailability of kerosene or because the Facility  has  exceeded
the authorized number of hours of operation under the air permit,
the  Company  shall  not be liable to the  Seller  for  any  lost
revenue that would otherwise be paid pursuant to Section  8.1  of
the Agreement and the Base Capacity shall be considered to be  in
a  Forced Outage and all provisions related thereto shall  apply.
If  the  Seller  is  unable to operate the Dispatch  Capacity  on
kerosene because Seller has failed to maintain an adequate supply
of  kerosene  available,  then the  Dispatch  Capacity  shall  be
considered  to  be in a Forced Outage and all provisions  related
thereto shall apply.

A.6  Conflicts

     A.6.1     Nothing contained in this Appendix shall supersede
or  nullify  any portion or provision of the Agreement.   In  the
event  of  conflict between this Appendix and the Agreement,  the
terms  and  conditions  set forth in the Agreement  shall  always
prevail.

A.7  Billing and Payments

     A.7.1       The   Parties  shall  establish   and   maintain
guidelines which shall govern the billing and subsequent  payment
for natural gas volumes supplied by the Company and delivered  to
the Seller at the PSB&G billing meter.  Such guidelines shall  be
established and amended, as required, through letter agreement.

                                7

<PAGE>

Appendix B
Sample DuPont Steam Credit Calculation
Actual value will be determined by plant test

<TABLE>
<CAPTION>

               Plant  Plant   STG   GTG    GTG   GTG      Fuel        HHV   HHV      DuPont    Net
                GMC    NMW    GMW   GMW   LOAD  as %   Consumption   Fuel  Fuel       Steam  Ht Rate
                                                 of                   Use Reduction  BTU/kWh
                                                GMW                  MMBTU MMBTU
<S>            <C>     <C>   <C>    <C>   <C>   <C>    <C>          <C>    <C>        <C>     <C>
Full Load       5325   4825  1491   3834  100%  720%      100%       4612  9,558
40 MW & 20,000   46     41   1288   3312  864%  720%      8975%      4139 20,000      10.095  lb/hr
No Extraction   476    426   14.5   3312  864%  696%      8975%      4139      0       9.716
Loan Reduction  160           05    1.1
40   MW  &  no   46     41    140   320   835%  696%      8756%      4038    101        0     9,849
Extraction

<FN>
   DuPont Steam Credit    504.2  BTU/l.b


Assumptions


12.500 lb/MWh   calculated   by   (3413  BTU/kWh)/(303 BTU/lb)/098   (for
                                         gen)/092 (for mechanical)
                        1.60 MW             steam electric value
  0753 fuel reduction/loan reduction

</TABLE>