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                                                  Exhibit 10.15.2


              AMENDMENT TO STEAM PURCHASE AGREEMENT
                             BETWEEN
                 O'BRIEN CONGENERATION IV, INC.
                               AND
                       NEWARK BOXBOARD CO.

     WHEREAS, O'Brien Cogeneration IV, Inc., a Delaware
corporation, and Newark Boxboard Co., a New Jersey corporation,
signed a Steam Purchase Agreement dated October 3, 1986 under
which O'Brien intends to supply steam to the paperboard plant
located in Newark, new Jersey; and

     WHEREAS, the parties desire to ratify said Agreement and
make certain  modifications thereto;

     NOW THEREFORE, in consideration of the mutual covenants
container herein, the sufficiency of which is acknowledged by
both parties, the parties do hereby agree as follows:

1)   Modification to Section 5.1 (Effective Date and Term):

     The first sentence in Section 5.1 (A) is modified to read as
     follows:  "Except as otherwise provided in Article 15 or 16,
     the term of this Agreement shall begin upon the execution of
     this Agreement, and shall terminate on June 30, 1988 unless
     the conditions precedent as specified in Section 5.4 are
     then satisfied in Section 5.4 are then satisfied or
     compliance therewith waived."

2)   Modification to Section 5.4:

     The first sentence of Section 5.4 is replaced in its
     entirety as follows:  "The Parties' respective obligations
     under this Agreement are conditioned upon, and subject to
     the satisfaction of each of the following conditions
     precedent or on prior to June 30, 1988:  (i)  Seller's
     executing an amendment to its Electricity Contract with
     JCP&L, reasonably satisfactory to Seller, covering an
     extension of the Facility completion deadline: (ii) Seller's
     obtaining all remaining necessary permits, authorizations
     and certifications, including,, but not limited to the
     following permits:  (a) soil erosion, (b) FAA permit, (c)
     preliminary and final site plan approval, (d) approval of
     the Facility's sewer connection (e) building permit and any
     required DOT permits; (iii) Seller obtaining FERC approval
     of the Wheeling Contract signed with PSE&G; (iv) Seller's
     obtaining financing that Seller, in its reasonable
     discretion, deems acceptable; (v) Seller's entering into a
     turnkey contract, to design, construct, startup and test the
     Cogeneration Facility; and (vi) Seller obtaining a long-term
     fuel supply either, at its option, (a) through contracting
     for gas under the CIG tariff or (b) obtaining a long-term
     fuel contract of at least fifteen (15)  years in duration
     plus necessary transportation commitments where the price of
     fuel escalates on essentially the same terms and conditions
     as the variable component of Seller's electricity sales to
     JCP&L."

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3.   Modification to Section 9.1:

     "Buyer agrees to lease to Seller, for a term expiring 120
     days after the termination of this Agreement, the Site, as
     described in Appendix E attached hereto, upon the timely
     satisfaction of all of the conditions precedent specified in
     Section 5.4, at an annual lease rate of $1.00 per year.  The
     lease shall be on terms mutually acceptable to Buyer and
     Seller.  The Site shall consist of approximately 1.02 acres,
     as more fully described in Appendix E attached hereto.  In
     addition, Buyer shall provide all necessary easements, with
     respect to property owned by Buyer, for as long as Seller
     operates the Facility, to permit the installatin9 of the
     Steam Interconnection Facilities; and to permit Seller to
     install and maintain such electrical and steam transmission
     facilities as shall be necessary to deliver steam or
     electricity or both from the Cogeneration Facility to any
     person other than the Buyer so long as the same do not
     interfere with the operation of the Plant."

4,   Elimination of Section 9.2

     This Section is eliminated in its entirety.

5.   Modification to Appendix E:

     The original Appendix E is eliminated and replaced with
     modified Appendix E (attached:  E-SP81-Y-102 dated January
     18, 1988 entitled "Proposed Site Location for Newark
     Boxboard").

6.   Complete Agreement:

     This Amendment along with the Steam Purchase Agreement
     constitutes the complete Agreement between the parties and
     may only be further modified by a written amendment signed
     by both parties.


AGREED AND ACCEPTED:

NEWARK BOXBOARD CO.      O'BRIEN COGENERATION IV, INC.


By: /s/ William D. Harper          By: /s/ Sanders Newman

Title: Vice President              Title: Secretary

Dated: March 8, 1988               Dated: March 15, 1988

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            GUARANTY OF O'BRIEN ENERGY SYSTEMS, INC.


     Guarantor agrees to and acknowledges the terms and
provisions of the attached Amendment and confirms that its
Guaranty shall continue in full force and effect and that all of
its obligations thereunder shall be valid and enforceable and
shall not be impaired or affected by the execution of said
Amendment.

                              O'BRIEN ENERGY SYSTEMS, INC.


                              By: /s/ Sanders Newman

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