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                                                        Exhibit 10.26.9




                       SUBORDINATION AGREEMENT


                             in favor of


                      MEESPIERSON CAPITAL CORP.




                          December 17, 1997


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     SUBORDINATION AGREEMENT


          THIS SUBORDINATION AGREEMENT dated as of December 17, 1997
among (1) MEESPIERSON CAPITAL CORP. (the "Agent"), (2) the banks and
financial institutions whose names and addresses are set out in
Schedule 1 (together, the "Senior Lenders", each a "Senior Lender"),
(3) O'BRIEN (PHILADELPHIA) COGENERATION INC. (the "Company") and
(4) O'BRIEN ENERGY SERVICES COMPANY (the "Subordinated Lender").

     BACKGROUND

          As a condition to the Senior Lenders providing a credit
facility in favor of NRG GENERATING (U.S.) INC. ("NRGG"), the
Subordinated Lender has agreed to enter into this subordination
agreement to provide for the subordination of the Subordinated
Indebtedness to the Senior Indebtedness.

     AGREEMENTS

          NOW, THEREFORE, for good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto agree as follows:

          1.   Definitions.

               1.1.  General Terms.  For purposes of this Agreement,
the following terms shall have the following meanings:

               "Agreements" shall mean, collectively, the Credit
Agreement and the Subordinated Lending Agreement.

               "Credit Agreement" shall mean that certain Credit
Agreement dated as of December 17, 1997 by and among, NRGG, the Agent
and the Senior Lenders, as the same may be amended, modified or
supplemented from time to time.

               "Company" shall mean O'Brien (Philadelphia) Cogeneration
Inc., a Delaware corporation.

               "Creditors" shall mean, collectively, the Agent, the
Senior Lenders and the Subordinated Lender, and their respective
successors and assigns.

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               "Distribution" shall mean any payment by the Company,
whether in cash, in kind, securities or any other property.

               "Event" shall have the meaning set forth in Section
2.2(c) hereof.

               "Subordinated Lender" shall mean O'Brien Energy Services
Company and any other Person(s) at any time or in any manner acquiring
any right or interest in any of the Subordinated Indebtedness.

               "Person" shall mean an individual, a partnership, a
corporation (including a business trust), a joint stock company, a
trust, a limited liability corporation, a limited liability
partnership, an unincorporated association, a joint venture or other
entity, or a government or any agency, instrumentality or political
subdivision thereof.

               "Senior Indebtedness" shall mean all obligations of any
kind owed by the Company to the Senior Lenders and the Agent from time
to time under or pursuant to the Credit Agreement or any Note or
Guaranty issued thereunder including, without limitation, all principal
of and interest on the Advances made thereunder (including all interest
accruing after commencement of any case, proceeding or other action
relating to the bankruptcy, insolvency or reorganization of the
Company) charges, expenses, fees and other sums chargeable to the
Company by the Senior Lenders or the Agent, and reimbursement,
indemnity or other obligations payable to the Senior Lenders and the
Agent.  Senior Indebtedness shall continue to constitute Senior
Indebtedness, notwithstanding the fact that such Senior Indebtedness or
any claim for such Senior Indebtedness is subordinated, avoided or
disallowed under the federal Bankruptcy Code or other applicable law.
Senior Indebtedness shall also include any indebtedness of the Company
incurred in connection with an extension, modification, amendment or
refinancing of the Credit Agreement.

               "Senior Lender(s)" shall have the meaning set forth in
the introductory paragraph of this Agreement.

               "Subordinated Indebtedness" shall mean all lease
payments, principal, interest and other amounts payable or chargeable,
contingent or otherwise, in connection with the Subordinated Lending
Agreement.

               "Subordinated Lending Agreement" shall mean collectively
those certain lease or sublease agreements set forth on Exhibit A
attached hereto and all promissory notes, agreements, guaranties,
documents and instruments now or at any time hereafter executed and/or
delivered by the Company with or in favor of the Subordinated

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Lender in connection therewith or related thereto, as all of the
foregoing now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.

               1.2.  Other Terms.  Capitalized terms not otherwise
defined herein shall have the meanings given to them in the Credit
Agreement.

               1.3.  Certain Matters of Construction.  The terms
"herein", "hereof" and "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any particular section,
paragraph or subdivision.  Any pronoun used shall be deemed to cover
all genders.  Wherever appropriate in the context, terms used herein in
the singular also include the plural and vice versa.  All references to
statutes and related regulations shall include any amendments of same
and any successor statutes and regulations.  All references to any
instruments or agreements, including, without limitation, references to
any of the Credit Agreement or the Subordinated Lending Agreement shall
include any and all modifications or amendments thereto and any and all
extensions or renewals thereof in accordance with the provisions of
this Agreement.

          2.   Covenants.  The Company and the Subordinated Lender
hereby covenant that until the Senior Indebtedness shall have been paid
in full and satisfied in cash and the Credit Agreement shall have been
terminated, all in accordance with the terms of the Credit Agreement,
each will comply with such of the following provisions as are
applicable to it:

               2.1.  Transfers.  The Subordinated Lender covenants that
any transferee from it of any Subordinated Indebtedness shall, prior to
acquiring such interest, execute and deliver a counterpart of this
Subordination Agreement to each other party hereto.

               2.2.  Subordination Provisions.   Notwithstanding any
other provision of the Subordinated Indebtedness to the contrary, any
Distribution with respect to the Subordinated Indebtedness is and shall
be expressly junior and subordinated in right of payment to all amounts
due and owing upon all Senior Indebtedness outstanding from time to
time to the extent and on the terms and conditions set forth herein.

               (a)  Payments.  The Company shall make no Distribution
on the Subordinated Indebtedness until such time as the Senior
Indebtedness shall have been paid in full in cash and the Credit
Agreement shall have been irrevocably terminated; provided, however, so
long as no Event of Default shall have occurred and be continuing under
the Credit Agreement, the Company may pay regularly scheduled lease
payments on the Subordinated Indebtedness as set forth on the Effective
Date in the Subordinated

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Lending Agreement, provided, however, that such lease payments shall be
paid by the Company to the Collection Account for distribution in
accordance with the terms of the Credit Agreement.

               Following the occurrence of an Event of Default, upon
and after receipt by the Company and the Subordinated Lender of written
notice of such Event of Default from the Agent (such notice, the
"Default Notice"), the Company shall make no Distribution on the
Subordinated Indebtedness and the Subordinated Lender shall not be
entitled to receive or retain any such Distribution in respect of the
Subordinated Indebtedness; provided, further, that notwithstanding the
foregoing restriction, the Company may pay and the Subordinated Lender
shall be entitled to receive and retain any principal or interest
payment which shall have become due and payable (on a non-accelerated
basis) on the earliest to occur of (x) the date on which all such
Events of Defaults set forth in the Default Notice shall have been
cured or waived, and (y) payment in full in cash of all Senior
Indebtedness (except for claims which were not in existence at the time
of termination of the Credit Agreement and repayment in full of the
Senior Indebtedness) and the termination of the Credit Agreement.  Only
one Default Notice may be sent within any 360-day period with respect
to any Event of Default which was in existence at the time the Default
Notice was sent.

               (b)  Limitation on Acceleration.  During any period
described in Section 2.2 (a) hereof in which a Distribution is not
permitted to be made on Subordinated Indebtedness (any such period, a
"Non-Payment Period"), the Subordinated Lender shall not be entitled to
accelerate the maturity of the Subordinated Indebtedness, exercise any
remedies or commence any action or proceeding to recover any amounts
due or to become due with respect to Subordinated Indebtedness,
provided, however, the foregoing limitation on acceleration or exercise
of any remedies shall not be applicable following (x) the occurrence of
an Event (as to which Section 2.2 (c) shall apply) or (y) following the
maturity or acceleration of all Senior Indebtedness; provided, further,
the prohibition against exercise of remedies shall not prohibit the
Subordinated Lender from exercising equitable remedies for defaults
under the Subordination Lending Agreement which are not payment
defaults so long as such equitable remedies do not result in
acceleration of the Subordinated Indebtedness or payment of any
Subordinated Indebtedness.

               (c)  Prior Payment of Senior Indebtedness in Bankruptcy,
etc.  In the event of any insolvency or bankruptcy proceedings relative
to the Company or its property, or any receivership, liquidation,
reorganization or other similar proceedings in connection therewith,
or, in the event of any proceedings for voluntary liquidation,
dissolution or winding-up of the Company or distribution or marshalling
of its assets or any composition with creditors of the Company, whether
or not involving insolvency or

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bankruptcy, or the appointment of a receiver, intervenor or conservator
of, or trustee, custodian or similar officer for the Company or any
substantial part of its property (each individually or collectively, an
"Event"), then all Senior Indebtedness shall be paid in full and
satisfied in cash and the Credit Agreement terminated before any
Distribution shall be made on account of any Subordinated Indebtedness.
Any such Distribution which would, but for the provisions hereof, be
payable or deliverable in respect of the Subordinated Indebtedness,
shall be paid or delivered directly to the Agent for the benefit of the
Senior Lenders until amounts owing upon Senior Indebtedness shall have
been paid in full in cash and the Credit Agreement has been irrevocably
terminated.

               (d)  Acceleration.  In the event all Senior Indebtedness
becomes due and payable, whether by acceleration, maturity or
otherwise, no Distribution shall thereafter be made on account of the
Subordinated Indebtedness until all Senior Indebtedness shall be paid
in full in cash and the Credit Agreement is terminated.

               (e)  Power of Attorney.  To enable the Agent on behalf
of itself and the Senior Lenders to assert and enforce its rights
hereunder in any proceeding referred to in Section 2.2(c) or upon the
happening of any Event, the Agent or any person whom it may designate
is hereby irrevocably appointed attorney in fact for the Subordinated
Lender with full power to act in the place and stead of the
Subordinated Lender to present and file such proofs of claim against
the Company on account of all or any part of the Subordinated
Indebtedness as the Agent may deem advisable in the event the
Subordinated Lender fails to do so prior to 30 days prior to the
expiration of the time to file such claim or claims and to receive and
collect any and all dividends or other payments made thereon and to
apply the same on account of Senior Indebtedness to the extent provided
for under this Agreement.  The Subordinated Lender will execute and
deliver to the Agent such instruments as may be required by the Agent
to enforce any and all Subordinated Indebtedness, to effectuate the
aforesaid power of attorney and to effect collection of any and all
dividends or other payments which may be made at any time on account
thereof, and the Subordinated Lender hereby irrevocably appoints the
Agent as its lawful attorney and agent to execute financing statements
on behalf of the Subordinated Lender and hereby further authorizes the
Agent to file such financing statements in any appropriate public
office.

               (f)  Payments Held in Trust.  Should any Distribution or
the proceeds thereof, in respect of the Subordinated Indebtedness, be
collected or received by the Subordinated Lender or any Affiliate (as
such term is defined in Rule 405 of Regulation C adopted by the
Securities and Exchange Commission pursuant to the Securities Act of
1933) of the Subordinated Lender at a time when the Subordinated Lender
is not permitted to receive any such Distribution or proceeds thereof
(including if

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same is collected or received when there is or would be after giving
effect to such payment an Event of Default and the Agent thereafter
gives a Default Notice with respect to such Default), then the
Subordinated Lender will forthwith deliver, or cause to be delivered,
the same to the Agent in precisely the form held by the Subordinated
Lender (except for any necessary endorsement) and until so delivered,
the same shall be held in trust by the Subordinated Lender, or any such
Affiliate, as the property of the Agent and the Senior Lenders and
shall not be commingled with other property of the Subordinated Lender
or any such Affiliate.

               (g)  Subrogation.  Subject to the prior payment in full
in cash of the Senior Indebtedness and the termination of the Credit
Agreement, to the extent that the  Agent for the benefit of itself and
the Senior Lenders has received any Distribution on the Senior
Indebtedness which, but for this Agreement, would have been applied to
the Subordinated Indebtedness, the Subordinated Lender shall be
subrogated to the then or thereafter rights of the Agent and the Senior
Lenders including, without limitation, the right to receive any
Distribution made on Senior Indebtedness until the principal of,
interest on and other charges due under the Subordinated Indebtedness
shall be paid in full; and, for the purposes of such subrogation, no
Distribution to the Agent for the benefit of the Senior Lenders to
which the Subordinated Lenders would be entitled except for the
provisions of this Agreement shall, as between the Company, its
creditors (other than the Agent and the Senior Lenders) and the
Subordinated Lenders, be deemed to be a Distribution by the Company to
or on account of Senior Indebtedness, it being understood that the
provisions hereof are and are intended solely for the purpose of
defining the relative rights of the Subordinated Lender on the one
hand, and the Agent and the Senior Lenders on the other hand.

               (h)  Scope of Subordination.  The provisions of this
Agreement are solely to define the relative rights of the Subordinated
Lender and the Agent and the Senior Lenders.  Nothing in this Agreement
shall impair, as between the Company and the Subordinated Lender the
unconditional and absolute obligation of the Company to punctually pay
the principal, interest and any other amounts and obligations owing
under the Subordinated Lending Agreement in accordance with the terms
thereof, subject to the rights of the Agent and the Senior Lenders
under this Agreement.

          3.   Miscellaneous.

               3.1.  Provisions of Subordinated Note.  From and after
the date hereof, the Company and the Subordinated Lender shall cause
each promissory note or other document evidencing the Subordinated
Indebtedness to contain a provision to the following effect:

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          "This Note is subject to the Subordination Agreement, dated
          as of December 17, 1997, among the Maker, the Payee and
          MeesPierson Capital Corporation under which this Note and the
          Maker's obligations hereunder are subordinated in the manner
          set forth therein to the prior payment of certain obligations
          to the holders of Senior Indebtedness as defined therein."

          Proof of compliance with the foregoing shall be promptly
given to the Agent.

               3.2.  Additional Agreements.  In the event that the
Senior Indebtedness is refinanced in full, the Subordinated Lender
agrees at the request of such refinancing party to enter into a
subordination agreement on terms identical to those contained in this
Subordination Agreement.

               3.3.  Survival of Rights.  The right of Agent or any
Senior Lender to enforce the provisions of this Agreement shall not be
prejudiced or impaired by any act or omitted act of the Company, the
Agent or any Senior Lender including forbearance, waiver, consent,
compromise, amendment, extension, renewal, or taking or release of
security in respect of any Senior Indebtedness or noncompliance by the
Company with such provisions, regardless of the actual or imputed
knowledge of the Agent or such Senior Lender.

               3.4.  Receipt of Agreements.  The Subordinated Lender
hereby acknowledges that it has delivered to the Agent a correct and
complete copy of the Subordinated Lending Agreement as in effect on the
date hereof.  The Agent hereby acknowledges that it has delivered to
the Subordinated Lender a correct and complete copy of the Credit
Agreement as in effect on the date hereof.

               3.5.  No Amendment of Subordinated Lending Agreement.
So long as the Credit Agreement remains in effect, neither the Company
nor the Subordinated Lender shall enter into any amendment to or
modification of the Subordinated Lending Agreement which relates to or
affects the principal amount, interest rate, payment terms, or any
other material covenant or agreement of the Company thereunder or in
respect thereof, without the prior written consent of the Agent and the
Senior Lenders.

               3.6.  Amendments to Credit Agreement.  Nothing contained
in this Agreement, or in any other agreement or instrument binding upon
any of the parties hereto, shall in any manner limit or restrict the
ability of the Agent and the Senior Lenders from increasing or changing
the terms of the Advances under the Credit

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Agreement, or to otherwise waive, amend or modify the terms and
conditions of the Credit Agreement, in such manner as the Agent, the
Senior Lenders and the Company shall mutually determine.  The
Subordinated Lender hereby consents to any and all such waivers,
amendments, modifications and compromises, and any other renewals,
extensions, indulgences, releases of collateral or other accommodations
granted by the Agent and the Senior Lenders to the Company from time to
time, and agrees that none of such actions shall in any manner affect
or impair the subordination established by this Subordination Agreement
in respect of the Subordinated Indebtedness.

               3.7.  Notice of Default and Certain Events.  The Agent,
the Senior Lenders and the Subordinated Lender shall undertake in good
faith to notify the other of the occurrence of any of the following as
applicable:

                    (a)  the obtaining of actual knowledge of the
occurrence of any default under the Subordinated Lending Agreement;

                    (b)  the acceleration of any Senior Indebtedness by
the Agent and the Senior Lenders or of any Subordinated Indebtedness by
the Subordinated Lender;

                    (c)  the granting by the Agent and the Senior
Lenders of any waiver of any Event of Default under the Credit
Agreement or the granting by the Subordinated Lender of any waiver of
any "default" or "event of default" under the Subordinated Lending
Agreement; or

                    (d)  the payment in full by the Company (whether as
a result of refinancing or otherwise) of all Senior Indebtedness.

               The failure of any party to give such notice shall not
affect the subordination of the Subordinated Indebtedness as provided
in this Subordination Agreement.

               3.8.  Notices.  Any notice or other communication
required or permitted pursuant to this Subordination Agreement shall be
deemed given (a) when personally delivered to any officer of the party
to whom it is addressed, (b) on the earlier of actual receipt thereof
or three (3) days following posting thereof by certified or registered
mail, postage prepaid, or (c) upon actual receipt thereof when sent by
a recognized overnight delivery service or (d) upon actual receipt
thereof when sent by telecopier to the number set forth below with
telephone communication confirming receipt and subsequently confirmed
by registered, certified or overnight mail to the

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address set forth below, in each case addressed to each party at its
address set forth below or at such other address as has been furnished
in writing by a party to the other by like notice:

        If to the Agent and the
        Senior Lenders:                 MeesPierson Capital Corporation
                                   445 Park Avenue
                                   New York, New York 10022
                                   Attention: Hendrik Vroege
                                   Telephone: 212-801-0200
                                   Telecopier: 212-801-0420

        If to the Subordinated
          Lender:                       O'Brien Energy Services Company
                                   920 Church Street
                                   Wilmington, Delaware  19899
                                   Attention:  Vice President-CFO
                                   Telephone: ___-___-____
                                   Telecopier:  ___-___-____

        If to the Company:              O'Brien (Philadelphia)
                                     Cogeneration Inc.
                                   1221 Nicollet Mall, Suite 610
                                   Minneapolis, Minnesota  55403
                                   Attention:  Vice President-CFO
                                   Telephone:  612-___-____
                                   Telecopier:  612-373-8833

               3.9.  Books and Records.  The Subordinated Lender shall
(a) make notations on the books of the Subordinated Lender beside all
accounts or on other statements evidencing or recording any
Subordinated Indebtedness to the effect that such Subordinated
Indebtedness is subject to the provisions of this Agreement and
(b) furnish the Agent, upon reasonable request from time to time, a
statement of the account between the Subordinated Lender and the
Company.

               3.10  Binding Effect; Other.  This Subordination
Agreement shall be a continuing agreement, shall be binding upon and
shall inure to the benefit of the parties hereto from time to time and
their respective successors and assigns, shall be irrevocable and shall
remain in full force and effect until the Senior Indebtedness shall
have been satisfied or paid in full in cash and the Credit Agreement
shall have terminated, but shall

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continue to be effective, or be reinstated, as the case may be, if at
any time payment, or any part thereof, of any amount paid by or on
behalf of the Company with regard to the Senior Indebtedness is
rescinded or must otherwise be restored or returned upon or as a result
of the occurrence of an Event, or otherwise, all as though such
payments had not been made.  If any payment to the Subordinated Lender
is turned over to the Agent and/or the Senior Lenders pursuant to the
provisions of this Subordination Agreement and such payment is returned
upon or as a result of the occurrence of an Event, the Agent shall
reverse the application of such payments to the Senior Indebtedness and
return such payment (without interest) to the Subordinated Lender.  No
action which the Agent, any Senior Lender or the Company may take or
refrain from taking with respect to the Senior Indebtedness, including
any amendments thereto, shall affect the provisions of this
Subordination Agreement or the obligations of the Subordinated Lender
hereunder.  Any waiver or amendment hereunder must be evidenced by a
signed writing of the party to be bound thereby, and shall only be
effective in the specific instance.  This Subordination Agreement shall
be governed by and construed in accordance with the laws of the State
of New York.  The headings in this Subordination Agreement are for
convenience of reference only, and shall not alter or otherwise affect
the meaning hereof.

          4.   Representations and Warranties.

          (a)  The Subordinated Lender represents and warrants to the
Agent and the Senior Lenders that the Subordinated Lender is the holder
of the Subordinated Indebtedness.  The Subordinated Lender agrees that
it shall not (i) assign or transfer any of the Subordinated
Indebtedness without (x) prior notice being given to the Agent and
(y) such assignment or transfer being made expressly subject to the
terms of this Subordination Agreement, (ii) exercise any right of set-
off or convert any Subordinated Indebtedness to equity, in either event
without the written consent of the Agent and the Senior Lenders.  The
Subordinated Lender further warrants to the Agent and the Senior
Lenders that it has full right, power and authority to enter into this
Subordination Agreement and, to the extent it is an agent or trustee
for other parties, that this Subordination Agreement shall fully bind
all such other parties.

          (b)  Each Senior Lender severally represents and warrants to
the Subordinated Lender that it is the holder of Senior Indebtedness.
The Agent and each Senior Lender further warrants to the Subordinated
Lender that it has full right, power and authority to enter into this
Subordination Agreement and, to the extent the Senior Lender is an
agent or trustee for other parties, that this Subordination Agreement
shall fully bind all such other parties.

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          5.   Proceedings.  ANY JUDICIAL PROCEEDING BROUGHT BY OR
AGAINST ANY SUBORDINATED LENDER WITH RESPECT TO THIS OR ANY RELATED
AGREEMENT MAY BE BROUGHT IN ANY COURT OF COMPETENT JURISDICTION IN THE
SUPREME COURT OF THE STATE OF NEW YORK, ANY FEDERAL DISTRICT COURT
WITHIN THE STATE OF NEW YORK, OR ELSEWHERE AND, BY EXECUTION AND
DELIVERY OF THIS AGREEMENT THE SUBORDINATED LENDER, THE AGENT, EACH
SENIOR LENDER AND THE COMPANY ACCEPT FOR THEMSELVES AND IN CONNECTION
WITH THEIR PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREE TO BE BOUND
BY ANY FINAL JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
AGREEMENT.  NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN
ANY MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHTS OF THE AGENT AND
THE SENIOR LENDERS TO BRING PROCEEDINGS AGAINST THE SUBORDINATED LENDER
IN ANY COURTS OF ANY OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY
THE SUBORDINATED LENDER AGAINST THE AGENT AND/OR ANY SENIOR LENDER
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER OR CLAIM IN ANY WAY
ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS AGREEMENT OR ANY
RELATED AGREEMENT, SHALL BE BROUGHT ONLY IN A COURT LOCATED IN THE CITY
OF NEW YORK, STATE OF NEW YORK.  THE SUBORDINATED LENDER WAIVES ANY
OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREUNDER
AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE
OR BASED UPON FORUM NON CONVENIENS.

          6.   Waiver Of Jury Trial.  EACH CREDITOR HEREBY EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR
(B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF ANY CREDITOR OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED BY THEM
IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO,
IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH CREDITOR HEREBY
AGREES AND CONSENTS THAT ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION

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SHALL BE DECIDED BY COURT TRIAL WITHOUT JURY, AND THAT EITHER OF THEM
MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY
COURT AS WRITTEN EVIDENCE OF THEIR CONSENT TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.

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          IN WITNESS WHEREOF, the undersigned have entered into this
Agreement as of this 17th day of December, 1997.


                         MEESPIERSON CAPITAL CORP.,
                           as Agent and Lender


                         By:/s/ Hendrik J. Vroege
                            Name: Hendrik J. Vroege
                            Title: Vice President


                         By:/s/ John T. Connors
                            Name: John T. Connors
                            Title: Exec. V.P.

                         O'BRIEN ENERGY SERVICES COMPANY


                         By:/s/ Timothy P. Hunstad
                            Name:  Timothy P. Hunstad
                            Title:  Vice President-CFO

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     COMPANY'S ACKNOWLEDGMENT


          The undersigned hereby acknowledges and agrees to the
foregoing Subordination Agreement.  The undersigned agrees to be bound
by the terms and provisions thereof as they relate to the relative
rights of the Creditors with respect to each other.  However, nothing
therein shall be deemed to amend, modify, supersede or otherwise alter
the terms of the respective agreements between the undersigned and each
Creditor.  The undersigned further agrees that the Subordination
Agreement is solely for the benefit of the Creditors and shall not give
the undersigned, its successors and assigns, or any other person, any
rights vis-a-vis any Creditor.


                         O'BRIEN (PHILADELPHIA)
                         COGENERATION INC.


                                        By:/s/ Timothy P. Hunstad
                                           Name:  Timothy P. Hunstad
                                           Title:  Vice President-CFO

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     EXHIBIT A

                    SUBORDINATED LENDING AGREEMENT

          All contracts, leases or other agreements, whether oral or
written, by and between the Subordinated Lender and the Company,
relating to the lease to or use by the Company of equipment owned or
leased by the Subordinated Lender.

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