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                                                  Exhibit 10.20.2

                            AGREEMENT

                             BETWEEN

                  O'BRIEN ENERGY SYSTEMS, INC.

                               AND

              E. I. DU PONT DE NEMOURS AND COMPANY

              AMENDMENT 1 TO TEAM PURCHASE CONTRACT


     O'Brien Energy Systems, Inc. ("O'Brien") and E. I. du Pont
de Nemours and Company ("Du Pont") entered a steam purchase
contract dated December 8, 1986, pursuant to which O'Brien will
supply steam from its Cogeneration Facility to Du Pont's Parlin,
New Jersey plant.  The Parties now desire to amend that Contract.
Therefore, in consideration of the mutual covenants contained
herein, the sufficiency of which is acknowledged by both parties,
Du Pont and O'Brien hereby agree that the Steam Purchase Contract
of December 8, 1986, is amended as follows:

1.   Article 2, Section A is revised to read as follows:

          O'Brien agrees to construct the Facility with a
     capacity adequate to deliver at least 120,000 pounds per
     hour of steam to Du Pont on a continuous uninterrupted
     basis.  To insure this capacity, O'Brien will build two heat
     recovery boilers (including supplemental firing capability)
     associated with the gas turbines and a backup boiler, each
     of which will be capable of producing at least 120,000
     pounds per hour.  The Facility will be capable of using
     natural gas or fuel oil.  Space will be provided in the
     facility design to accommodate all equipment necessary to
     bur #6, 0.3% sulfur fuel oil in the backup boiler.  The
     backup boiler shall be capable of burning oil whose sulfur
     content is low enough to satisfy air quality permit
     requirements, and O'Brien shall provide a storage tank
     capable of holding at least a fourteen day inventory of the
     fuel oil.  If air quality emission requirements applicable
     to the Facility are changed to allow the use of #6, 0.3%
     sulfur fuel oil, O'Brien will obtain a permit to use such
     fuel.  O'Brien will obtain approval for the installation of
     such equipment from the New Jersey Department of
     Environmental Protection (NJDEP), and when obtained, O'Brien
     will provide and install the equipment and modifications
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     required to burn #6 oil.  As part of the construction
     process, O'Brien will dismantle and remove, at its cost, Du
     Pont buildings numbered 145, 826, 1939, and such
     foundations, supports, underground lines and any other items
     which the parties agree are required to be removed in order
     to build the Facility.  The Facility will be located on land
     leased to O'Brien consisting of approximately four (4) acres
     pursuant to the terms and description set out in the Ground
     Lease for the nominal rent of $10.00 per annum for a term
     expiring 120 days after the expiration of this Agreement.
     The Facility Site is described more fully in the Ground
     Lease.

2.   Article 2, Section C is amended to read as follows:

     O'Brien will obtain all permits and variances necessary for
     the lawful construction and operation of the Facility and
     will apply to the Federal Energy Regulatory Commission
     ("FERC") for a certificate stating that the Facility is a
     qualifying Facility under the Public Utilities Regulatory
     Policies Act of 1978, as amended ("PURPA").  If O'Brien is
     unable to obtain all necessary permits or the Facility has
     not been certified as a Qualifying Facility by NERC by June
     1, 1988, either party may, by written notice to the other
     party, terminate this Agreement without liability to the
     other.

3.   A new Section is added to Article 2, and shall be designated
     Section F.  It shall read as follows:

          a)   SAFETY AND HEALTH:  O'Brien acknowledges that
     safety, health and security are priority concerns of Du Pont
     and agrees that as a condition for Du Pont's allowing
     O'Brien employees, contractors, employees or subcontractors
     of such contractors or anyone else providing services for
     O'Brien or its contractors to come upon Du Pont's premises
     at any time, O'Brien shall comply with and contractually
     obligate its contractors and others acting on its behalf to
     comply with (1) all federal, state and local occupational
     safety and health laws and regulations and (2) such other
     special safety provisions as may be provided by Du Pont in
     writing to O'Brien from time to time, including those set
     forth in Du Pont's Safety Information and Instructions for
     Contractors, the most recent copy of which has been
     furnished to O'Brien.

          b)   O'Brien shall designate one person to be
     responsible for carrying out its obligations under this

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     Section.  O'Brien shall promptly report to Du Pont cases of
     death, occupational disease and OSHA-recordable injury
     caused by work on the job.  O'Brien shall also arrange for
     first-aid treatment of job-incurred injuries in accordance
     with requirements of its insurer.  O'Brien shall defend,
     indemnify and hold Du Pont harmless with respect to any
     claim or lawsuit as provided in Article 16 of this
     Agreement.

          c)   If Du Pont notifies O'Brien of any noncompliance
     with the provisions of this Section and the action to be
     taken, O'Brien shall make all reasonable efforts to correct
     or have corrected the existing conditions immediately, if
     directed by Du Pont to do so, or, if not so directed, no
     later than forty-eight (48) hours after receipt of such
     notice.  If O'Brien fails to do so, Du Pont may forthwith
     refuse entry on Du Pont premises to O'Brien, its employees,
     contractors or anyone else acting on behalf of O'Brien or
     its contractors until  such time as such noncompliance has
     been remedied.

          d)   Although O'Brien must arrange for first-aid
     treatment of its employees, its contractors or anyone else
     acting on behalf of O'Brien or its contractors while on Du
     Pont's premises, Du Pont may provide first-aid to such
     persons, in consideration for which O'Brien, its successors
     and assigns assume full and complete responsibility and
     liability for all injuries and damagaes to any of its
     employees arising out of or allegedly attributable to such
     first-aid treatment.  O'Brien, further, shall indemnify and
     save harmless Du Pont, its employees, contractors,
     successors, and assigns from any and all actions, rights of
     action, suits, debts, claims, damages, expenses and demands
     with respect to or any account of any injury to or the death
     of any employee of O'Brien or its Contractors attributable
     to or in connection with the performance by Du Pont of such
     first-aid treatment, whether or not such injury or death is
     caused by or alleged to have been caused by the negligence
     of Du Pont.  Nothing contained herein shall be construed as
     imposing any duty upon Du Pont to provide first-aid
     treatment to O'Brien's employees or those of its Contractors
     or of anyone else acting on behalf of O'Brien or its
     contractors while on Du Pont's premises.

          e)   O'Brien shall advise its employees, contractors or
     anyone acting on behalf of O'Brien or its contractors that
     (I) it is the policy of the Du Pont Company to prohibit use,
     possession, sale, and distribution of alcohol, drugs, or
     other controlled substances on

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     Du Pont's premises, and to prohibit the presence of an
     individual with such substances in the body for nonmedical
     reasons in the workplace; (ii) entry onto Du Pont property
     constitutes consent to an inspection of O'Brien's employees'
     or its  contractors' employees' person, vehicle, and
     personal effects when entering, while on, or upon leaving Du
     Pont property; and 9iii) any employee of O'Brien or its
     contractors who is found in violation of the policy or who
     refuses to permit inspection may be removed and barred from
     Du Pont property at the direction of Du Pont.

          f)   HAZARDS:  As there may be hazards involved in
     providing the services which O'Brien and its contractors'
     and their employees undertake on Du Pont's premises, O'Brien
     shall perform and shall cause its contractors or anyone else
     providing services for O'Brien or its contractors to perform
     all services in a careful, workmanlike manner and, in the
     event that the services to be provided involve processing,
     handling, transporting, or disposing hazardous materials or
     products, shall take all precautions necessary to avoid an
     unhealthy or unsafe work environment, injuries to persons,
     or damage to property or the environment.   O'Brien shall
     submit and shall cause its contractor to submit Material
     Safety Data Sheets complying with the Federal Hazard
     Communication Standard and obtain Du Pont's approval before
     introducing any hazardous materials onto Du Pont's property.
     Such materials shall be properly labeled and strictly
     controlled by Contractor as to use and disposal.  Storage
     and use of and personal protection for handling such
     materials must comply with the instructions in the Material
     Safety Data Sheets.

          g)   EMPLOYEES:  While on Du Pont's property, O'Brien's
     employees, its Contractors and their employees and anyone
     else providing services for O'Brien or its contractors (I)
     shall confine themselves to areas designated by Du Pont and
     (ii) will be subject to Du Pont's badge and pass
     requirements in effect at the site of the work.

4.   The sentence in Article 4 (A) beginning "O'Brien represents
     that ." is modified to read as follows:

     O'Brien represents that the Initial Delivery Date shall be
     on or before April 30, 1990, provided that the Initial
     Delivery Date shall be extended by the occurrence and
     continuation of an event of Force Majeure as defined in
     Article 7 below.

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5.   As amended, the Steam Purchase Contract of December 8, 1986,
     remains in full force and effect.




                         O'Brien Energy Systems, Inc.



                         By /s/ Jeffrey D. Baines




                         E. I. du Pont de Nemours and Company



                         By /s/ G.R. Carson

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