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                                                  Exhibit 10.24.1


                      ACQUISITION AGREEMENT

         THIS ACQUISITION AGREEMENT is entered into this 1st day
of March, 1996, by and among ADWIN (SCHUYLKILL) COGENERATION,
INC., a Pennsylvania corporation ("Adwin"), O'BRIEN (SCHUYLKILL)
COGENERATION, INC., a Delaware corporation ("O'Brien"), and
TRIGEN-SCHUYLKILL COGENERATION, INC., a Pennsylvania corporation
(the "Purchaser").  (Adwin and O'Brien are sometimes hereinafter
referred to collectively as the "Partners")


                           BACKGROUND

         WHEREAS, on October 29, 1991, the Partners entered into
a Partnership Agreement to form Grays Ferry Cogeneration
Partnership, a Pennsylvania general partnership (hereinafter the
"Partnership"), which Partnership Agreement was amended by the
First Amendment to Partnership Agreement, dated September 17,
1993, the Second Amendment to Partnership Agreement dated
September 27, 1994, and the Third Amendment to Partnership
Agreement dated January 23, 1996; and

         WHEREAS, the Partnership was formed to develop a
cogeneration facility to be located at 2600 Christian Street,
Philadelphia, Pennsylvania, such facility to be known as the
"Grays Ferry Cogeneration Project" (the "Project"); and

         WHEREAS, on September 17, 1993, the Partnership and
Philadelphia United Power Corporation ("PUPCO") entered into an
Amended and Restated Project Services and Development Agreement
(the "Project Services Agreement"); and

         WHEREAS, on September 17, 1993, PUPCO, Trigen-
Philadelphia Energy Corporation (then known as Philadelphia
Thermal Energy Corporation) ("Trigen Philadelphia"), Adwin
Equipment Company ("AEC"), and O'Brien Environmental Energy, Inc.
entered into an Amended and Restated Steam Venture Agreement (the
"Steam Venture Agreement"); and

         WHEREAS, Purchaser desires to purchase a one-third
interest in the Partnership, pursuant to the terms of this
Agreement; and

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         WHEREAS, in consideration of the Purchaser's purchase of
a one-third interest in the Partnership, PUPCO has agreed to
terminate its option to purchase an interest directly from the
Partnership; and

         WHEREAS, contemporaneously with the closing under this
Acquisition Agreement, the Purchaser desires to be admitted to
the Partnership as an equal partner, and Adwin and O'Brien desire
that the Purchaser be so admitted, with each of Adwin, O'Brien
and the Purchaser having a one-third interest in the Partnership
following the consummation of the transactions contemplated by
this Agreement; and

         WHEREAS, as a condition to the closing hereunder, the
parties contemplate that the Partnership Agreement shall be
amended by an Amended and Restated Partnership Agreement that
will be executed by all of the parties hereto, which Amended and
Restated Partnership Agreement is attached as Exhibit A to this
Agreement (the "Restated Partnership Agreement"); and

         WHEREAS, in connection with the execution of this
Agreement, the Partnership, the Partners, PUPCO and Trigen-
Philadeiphia desire to clarify certain matters contained in the
Project Services Agreement and the Steam Venture Agreement; and

         WHEREAS, the parties have agreed that the Purchaser's
participation in the Partnership shall be on the terms set forth
herein.

         NOW, THEREFORE, in consideration of the mutual covenants
and agreements herein contained, the parties hereto, intending to
be legally bound, hereby agree as follows:

         1.       The Transaction.

                  1.1    Purchase Price; Purchaser Partnership
Interest.  Closing Date (as hereinafter defined), the Purchaser
shall pay an aggregate amount of $2,000,000 (the "Purchase
Price") for a one third interest in the Partnership, one-half of
which shall be paid to O'Brien and one-half to Adwin. Upon paying
the Purchase Price hereunder, the Purchaser shall receive a one-
third interest in the Partnership as provided in the Restated
Partnership Agreement (the "Partnership Interest").

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                  1.2    Certain Understandings with Regard to
the Project Services Agreement. PUPCO and the Partnership agree
that the Project Services Agreement is clarified as follows:

                     (a) Sections 19.1, 19.4, 19.5, 19.6 and 19.7
are no longer effective.

                     (b) Section 19.2 shall be interpreted as if
the Equity Purchase Option (as defined in the Project Services
Agreement) has been exercised.

                     (c) Section 19.3 remains in full force and
effect.

                  1.3    Certain Payments to PUPCO Under the
Steam Venture Agreement. The Partnership shall continue to pay
PUPCO the quarterly development fees of $150,000 per month
described in Section 7D(i) of the Steam Venture Agreement through
the date of commercial operation of the Project.

                  1.4    Fees Due PUPCO at Financial Closing. The
Partnership agrees that the following fees due PUPCO shall be
paid on the Financial Closing Date (as defined in the Restated
Partnership Agreement): (a) the $600,000 fee identified in
Section 7F of the Steam Venture Agreement, (1) the reimbursement
of $55,176 in legal costs and $300,000 in past due development
fees due PUPCO under the Steam Venture Agreement and, (c)
development costs associated with the alternative natural gas
pipeline in the amount of $259,200.

                  1.5    Restated Partnership Agreement.  In
connection with the consummation of the transactions contemplated
hereby and as a condition precedent thereto, the Restated
Partnership Agreement shall be executed by all of the parties
hereto at Closing.

                  1.6    Construction Manager.  The Purchaser
acknowledges that the Partnership will retain NRG Energy, Inc.
("NRG") as the Construction Manager of the Project, pursuant to
the terms of a Construction Management Agreement dated February
20, 1996, entered into by and between the Partnership and NRG
with respect thereto.

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        2.   Closing.  The closing of the transactions
contemplated by this Agreement shall be held at the offices of
Ballard Spahr Andrews & Ingersoll, counsel for Adwin, on or
before the Financial Closing Date, but in no event later than
March 9,1996 (the "Expiration Date"), or at such other place as
the parties may agree (the "Closing"). (The date of the Closing
shall be referred to herein as the "Closing Date.") Ballard Spahr
Andrews & Ingersoll shall serve as Escrow Agent for the parties
pursuant to a letter agreement among Ballard Spahr Andrews &
Ingersoll, the Partners and the Purchaser dated the same date as
this Agreement (the "Escrow Agreement").  All Deliverables
received from the parties by the Escrow Agent, pursuant to
Section 9 of this Agreement on the Closing Date, shall be held in
escrow until delivered or disposed of by the Escrow Agent in
accordance with the terms of the Escrow Agreement.

        3.    Joint Representations and Warranties of the
Partners.  For purposes of the following representations and
warranties which are based on the Partners' knowledge, the
knowledge of the Partners shall be deemed to include, but is not
necessarily limited to, that of Reed Wills, who was formerly
employed by O'Brien Environmental Energy, Inc. The Partners,
jointly and severally, represent and warrant to the Purchaser as
follows:

              3.1  Organization and Standing; Qualification.
The Partnership is a general partnership duly constituted,
validly existing and in good standing under the laws of the
Commonwealth of Pennsylvania. The Partnership has all requisite
partnership power and authority under its Partnership Agreement
to: (a) own or lease its properties and assets; (b) conduct its
business as currently conducted; (c) develop, construct, own,
operate and manage the Project, as contemplated by the Restated
Partnership Agreement; and (d) enter into and perform this
Agreement and all other agreements entered into in connection
with the transactions contemplated hereby. Copies of the
Partnership's Partnership Agreement, as amended or restated to
date, have been delivered by the Partnership to the Purchaser and
are complete and correct. The Partnership has not qualified to do
business in any other jurisdiction and neither the ownership of
its properties nor the conduct of its business requires such
qualification.

                    3.2  Conflict with Partnership Documents.
None of the execution, delivery and performance of, and
compliance with, this Agreement nor the consummation of the
transactions contemplated hereby will (with or without the giving

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of notice or lapse of time, or both) contravene or violate the
Partnership Agreement, or, to the best knowledge of the Partners,
conflict with, result in a breach or violation of, be in conflict
with, entitle any party to terminate, or constitute a default
with respect to, any contract, bond, note, indenture or other
agreement or any restriction on the Project, the Partnership, or
its properties or assets, or any judgment, decree, order,
statute, rule or regulation to which the Project, the
Partnership, or its properties or assets, are subject or by which
they may be bound, or result in the creation of any liens,
mortgages, pledges, prior assignments, encumbrances, claims,
charges, restrictions or security interests of any kind or
character (collectively, "Encumbrances") upon the Project, the
Partnership or any of its properties or assets. The Partnership
is not a party to, nor subject to, nor bound by any judgment,
injunction or decree of any court or governmental authority and
no judgment, action or proceeding in law is pending or, to the
knowledge of the Partners, threatened against or involving the
Partnership, which may restrict or interfere with the performance
of this Agreement by the Partnership.

                    3.3  Investments.  The Partnership does not
own any material amount of stock in and has made no material
equity investment in or material acquisition of any other
interest in, nor has it made any material advances or loans to,
any corporation, association, partnership, joint venture or other
entity.

               3.4  Financial Statements.  Attached hereto as
Exhibit B are copies of the Partnership's unaudited financial
statements as of and for each of the calendar years ended
December 31, 1995, and 1994 (December 31, 1995 being hereinafter
referred to as the "Balance Sheet Date"), with each of the
financial statements consisting of a balance sheet as of December
31 of each such year, an Income Statement as of December 31 of
each such year, and a General Ledger for the years then ended.
Attached hereto as Exhibit C is a copy of an unaudited financial
statement of the Partnership for the two-month period ended
February 29, 1996, and a General Ledger for the period then
ended.  (Exhibits B and C are hereinafter referred to as the
"Financial Statements.") To the best knowledge of the Partners,
the Financial Statements are true, correct and complete in all
material respects and, to the best knowledge of the Partners,
have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis for the
period covered by such statements, and, to the best knowledge of
the Partners, fairly and accurately present the financial
condition and operating results of the Partnership as of the
dates and for the period thereof. To the best knowledge of the
Partners, all transactions between

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the Balance Sheet Date and the Closing Date shall be or have been
accounted for on the Partnership's books and records of original
entry in accordance with generally accepted accounting
principles, consistently applied.

                    3.5  Business Condition; Absence of Certain
Changes.  Since February 29, 1996, there has not been:

                     (a) Any material adverse change in the
financial condition, properties, assets, liabilities, business
operations or, to the knowledge of the Partners, prospects of the
Partnership taken as a whole (hereinafter referred to as the
Partnership's "Business or Condition");

                     (b) Any damage, destruction or loss, whether
covered by insurance or not, materially and adversely affecting
the Partnership's Business or Condition;

                     (c) Any declaration, setting aside, or
payment of any distribution (whether in cash, securities,
property or otherwise) by the Partnership;

                     (d) Any discharge or satisfaction of any
Encumbrance, or any payment or satisfaction of any liability,
absolute or contingent, other than those performed in the
ordinary course of business;

                     (e) Any secured or unsecured borrowing or
any guaranty of the borrowing of any money by the Partnership or
the issuance or creation of (or any commitment with respect
thereto) any bonds, debentures, notes or other obligations for
the payment of money by the Partnership, other than those
performed in the ordinary course of business; person or entity;

                     (f)Any loans or advances made by the
Partnership to any person or entity.

                     (g) Any cancellation, modification or waiver
of any evidence of indebtedness for borrowed money held by the
Partnership;

                     (h) Any change in any method of accounting
or accounting practice of the Partnership;

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                     (i) Any sale, assignment, transfer,
mortgage, pledge or other Encumbrance by the Partnership of any
assets (real, personal or mixed, tangible or intangible), or
waiver by the Partnership of any rights of the Partnership; or

                     (j) Any agreement or commitment by the
Partnership to take any of the actions described in clauses (c)
through (i) above, except those actions required in connection
with the Financial Closing.

               3.6  Permits.  Except as set forth in Schedule
3.6, and specifically excluding building permits, the Partnership
has, to the best of the Partners' knowledge, all governmental
permits, licenses and authorizations issued by any federal, state
or local governmental authority (hereinafter referred to,
collectively, as the "Permits") that are required to commence
construction of the Project. To the best of the Partners'
knowledge, all such Permits were validly issued and are in full
force and in effect, have not been suspended or revoked, nor are
there proceedings pending or threatened to suspend or revoke any
of such Permits.

               3.7  Contracts.

                     (a) Schedule 3.7 sets out a list of the
material contracts to which the Partnership is currently a party.

                     (b) The Partners have delivered to the
Purchaser a true, correct and complete copy of (or, if oral, a
true, correct and complete description of) each material
agreement, contract, plan, instrument, arrangement and commitment
listed on Schedule 3.7, including all amendments thereto, whether
written or oral. To the best of Partners' knowledge, all of such
agreements were duly authorized and approved by appropriate
action of the Partnership and, to the best of the Partners'
knowledge, each such agreement is valid and in full force and
effect. To the best of the Partners' knowledge, neither the
Partnership nor the Partners is in default under any such
agreement in a manner which could have a material adverse effect
on the Project, the Partnership or the Partnership's future
activities, and, to the best of Partners' knowledge, there exists
no condition or event which, with the lapse of time or notice,
would constitute any such default by the Partnership. To the best
of the Partners' knowledge, there is no outstanding notice of
cancellation or termination in connection with any such
agreement.

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               3.8  Environmental Reports.  To the best of the
Partners' knowledge, the Partners have delivered to the Purchaser
all environmental reports commissioned by the Partners regarding
the Project.

               3.9  Liabilities.  Except as and to the extent
reflected or reserved against in the Financial Statements, and
except those incurred subsequent to the Balance Sheet Date that
are fully recorded and reflected on the books of original entry
of the Partnership, to the best of the Partners' knowledge, the
Partnership does not have any liabilities or obligations of any
nature, whether accrued, absolute, contingent or otherwise.

               3.10 Books and Records.  The books and accounts
and other records of the Partnership relating to the Project and
the Partnership's properties and assets are complete and correct
in all material respects and have been maintained in accordance
with good business practices. All transactions of the Partnership
relating to the Project and the properties and assets of the
Partnership have been recorded in all material respects in such
books and records. The Partnership's principal place of business
is 300 Stevens Drive, Lester, Pennsylvania.

               3.11 Compliance with Laws.  To the best of the
Partners' knowledge, the Partnership is in compliance with all
existing requirements of all laws, statutes, rules, regulations
and orders, federal, state and local, and all existing
requirements of all governmental bodies or agencies having
jurisdiction over the Project, the Partnership, its properties or
assets, except where such failure to be in compliance will not
have a material adverse effect on the Partnership's Business or
Condition or on its ability to perform its obligations under this
Agreement or any other agreement to which it is a party. To the
best of the Partners' knowledge, neither the Partnership nor the
Project are in violation 6f, nor have they received any notice of
any violation or alleged violation of, or claim under any
federal, state or local law, statute, rule, regulation or order,
nor do the Partners have any knowledge of any pending or
threatened governmental proceeding or investigation.

               3.12 Employees.  The Partnership does not now have
nor has it ever had any employees or any commitment to hire or
engage any employees.

               3.13 Litigation.  The Partnership is not a party
to, nor, to the knowledge of the Partners, threatened with any
suit, action, arbitration or other legal

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or governmental proceeding relating to or affecting the Project,
the Partnership or its properties or assets. There is no material
judgment, decree, award or order outstanding or unsatisfied
against the Partnership relating to or affecting the Project, the
Partnership or its properties or assets, nor, to the knowledge of
the Partners, is there any basis for any such suit, action,
arbitration or other legal or governmental proceeding. To the
best of the Partners' knowledge, no notice, citation, summons or
order has been issued, no complaint has been filed, no penalty
has been assessed, and no investigation, review or proceeding is
pending or, to the best of the Partners' knowledge, threatened,
of any kind, by any person, firm or entity, with respect td the
Project, the Partnership or its properties or assets.

               3.15 Exhibits and Schedules.  To the best of the
Partners' knowledge, all exhibits, schedules and other documents
relating to the Partnership which are attached to this Agreement
are accurate and shall constitute an integral part of this
Agreement with the same force and effect as if such exhibits,
schedules and documents were set forth in their entirety herein.

         4.   Individual Representations and Warranties of the
Partners.  For purposes of the following individual
representations and warranties made by O'Brien which are based on
the knowledge of O'Brien, such knowledge shall be deemed to
include, but is not necessarily limited to, the knowledge of Reed
Wills, who was formerly employed by O'Brien Environmental Energy,
Inc. Each Partner individually (but not jointly and severally)
represents and warrants to the Purchaser as follows:

               4.1  Organization and Standing; Qualification.
Such Partner is a corporation duly organized, validly existing
and in good standing under the laws of its state of
incorporation. Such Partner has all requisite corporate power and
authority to own or lease its properties and assets, to conduct
its business as currently conducted and to enter into and perform
this Agreement and all other agreements entered into by it in
connection with the transactions contemplated hereby.  Copies of
the Articles or Certificate of Incorporation, as amended to date,
and By-Laws, as amended to date, of such Partner have been
delivered to the Purchaser and are complete and correct.  Such
Partner, if such Partner is Adwin, is not qualified to do
business as a foreign corporation in any jurisdiction and neither
the ownership of its properties nor the conduct of its business
requires such qualification. If such Partner is O'Brien, it is
qualified to do business in Pennsylvania.

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               4.2  Authority; Binding Effect.  Such Partner has
the full corporate power and authority to make, execute, deliver
and perform this Agreement, and the other instruments and
documents required or contemplated hereunder to which it is a
party, to perform its obligations hereunder and to consummate the
transactions contemplated hereby and thereby. The execution,
delivery and performance of this Agreement, and all documents and
instruments required to be executed, delivered and performed
hereunder or thereunder by such Partner, have been duly and
validly authorized and approved by all necessary action by it,
and have been duly and validly executed and delivered by such
Partner. This Agreement constitutes, and all other documents and
instruments to be executed, delivered, and performed hereunder by
such Partner will constitute, the valid and binding obligation of
such Partner, enforceable against it in accordance with their
respective terms.

               4.3  Performance of this Agreement.  Such Partner
is not a party to, nor subject to, nor bound by any judgment,
injunction or decree of any court or governmental authority and
no judgment, action or proceeding in law is pending or, to the
knowledge of such Partner, threatened against or involving such
Partner, which may restrict or interfere with the performance of
this Agreement by such Partner.

               4.4  Compliance with Laws.  To the best of such
Partner's knowledge, it is in compliance with all existing
requirements of all laws, statutes, rules, regulations and
orders, federal, state and local, and all existing requirements
of all governmental bodies or agencies having jurisdiction over
it or its properties or assets, except where such failure to be
in compliance will not have a material adverse affect on such
Partner's business or financial condition or on its ability to
perform its obligations under this Agreement or any other
agreement to which it is a party. To the best knowledge of such
Partner, it has received no notice of any violation of, or claim
under any federal, state or local law, statute, rule, regulation
or order, nor does it have any knowledge of any pending or
threatened governmental proceeding or investigation.

               4.5  No Consents.  Except as set forth on Schedule
4.5, no consent of any governmental or judicial authority or
agency, or of any bank, other financial institution or other
third party, is required in connection with the execution and
delivery by such Partner of this Agreement and the other
documents and instruments required or contemplated herein or the
consummation of the transactions contemplated hereunder by such
Partner.

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               4.6  Ownership of Partnership Interests.  The only
ownership interests in the Partnership in existence on the date
hereof are those owned by the Partners, each of which owns a one-
half interest in the Partnership. Upon the consummation of the
transactions contemplated hereby, each of Adwin, O'Brien and the
Purchaser shall own a one-third interest in the Partnership. The
partnership interests outstanding on the date hereof have been,
and such Partner's portion of the Partnership Interest, when
delivered in accordance with the terms of this Agreement and
based upon the representations of Purchaser set forth in Sections
5.7 and 5.8 will be issued in compliance with applicable federal
and state securities laws. No action has been taken by the
Partnership, the Partners or, to the best of the Partners'
knowledge, any third party that would cause the Partnership to be
deemed to be a publicly-traded partnership within the meaning of
Section 7704(b) of the Internal Revenue Code of 1986, as amended.
Neither the Partnership nor such Partner has issued, nor is the
Partnership or such Partner bound by, any outstanding
subscriptions, options, warrants, contracts, calls, rights or
commitments of any character relating to the issuance of or
granting of a right in or to acquire any interest of or in the
Partnership, whether equitable or otherwise, nor, to the
knowledge of such Partner, is there any basis for any third party
making a claim to or against its interest in the Partnership.

               4.7  Partnership Contributions and Loan.  Except
as set forth on Schedule 4.7 hereto, such Partner has not made
any capital contributions to the Partnership, loaned any money to
the Partnership, borrowed any money from the Partnership,
guaranteed any obligation of the Partnership or been the
beneficiary of any guarantee made by the Partnership.

               4.8  Partnership Interest.  Following the
consummation of the transactions contemplated hereby, such
Partner shall have transferred to the Purchaser title to one-half
(1/2) of the Partnership Interest conveyed hereunder, free and
clear of any liens, claims or encumbrances, excepting only those
created or granted by or arising through the Purchaser.

               4.9  Litigation.  Such Partner is not a party to,
nor to its knowledge, threatened with any suit, action,
arbitration or other legal or governmental proceeding relating to
or affecting the Project, the Partnership or its properties or
assets. There is no material judgment, decree, award or order
outstanding or unsatisfied against such Partner relating to, or
affecting, the Project, the Partnership, or its properties or

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assets, nor to the knowledge of such Partner, is there any basis
for any such suit, action, arbitration or other legal or
governmental proceeding. To the best knowledge of such Partner,
no notice, citation, summons or order has been issued, no
complaint has been filed, no penalty has been assessed, and no
investigation, review or proceeding is pending, or to the best of
such Partner's knowledge, threatened, of any kind, by any person,
firm or entity, with respect to the Project, the Partnership or
its properties or assets

          5.   Representations and Warranties of the Purchaser.
The Purchaser represents and warrants to the Partners as follows:

               5.1  Organization: Existence and Authority.  The
Purchaser is a corporation duly organized, validly existing and
in good standing under the laws of the Commonwealth of
Pennsylvania. The Purchaser has all requisite corporate power and
authority to own or lease its properties and asserts, to conduct
its business as currently conducted and to enter into and.
perform this Agreement and all other agreements entered into in
connection with the transactions contemplated hereby. Copies of
the Purchaser's Articles of Incorporation, as amended to date,
and By-Laws, as amended to date, have been delivered by the
Purchaser to the Partners, and are complete and correct.

               5.2  Authority: Binding Effect.  The Purchaser has
the full corporate power and authority to make, execute, deliver
and perform this Agreement, and the other instruments and
documents required or contemplated hereunder, to perform its
obligations hereunder and to consummate the transactions
contemplated hereby and thereby. The execution, delivery and
performance of this Agreement, and all documents and instruments
required to be executed, delivered and performed hereunder or
thereunder by the Purchaser, have been duly and validly
authorized and approved by all necessary action by it, and have
been duly and validly executed and delivered by the Purchaser.
This Agreement constitutes, and all other documents and
instruments to be executed, delivered and performed hereunder or
thereunder by the Purchaser shall constitute, the valid and
binding obligation of the Purchaser, enforceable against it in
accordance with its terms.

               5.3  Conflict with Documents. Neither the
execution, delivery and performance of, and compliance with, this
Agreement nor the consummation of the transactions contemplated
hereby will (with or without the giving of notice of lapse of

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time, or both) contravene or violate the Articles of
Incorporation or By-Laws of the Purchaser, or, to the best
knowledge of Purchaser, conflict with, result in a breach or
violation of, entitle any party to terminate, or constitute a
default with respect to any contract, bond, notice, indenture or
other agreement or any restriction on the Purchaser or its
properties or assets, or any judgment, decree, order, statute,
rule or regulation to which the Purchaser or its properties or
assets are subject or by which they may be bound or result in the
creation of any Encumbrance upon the Purchaser or any of its
properties or assets. The Purchaser is not a party to, nor
subject to, nor bound by any judgment, injunction or decree of
any court or governmental authority and no judgment, action or
proceeding in law is pending or, to the knowledge of the
Purchaser, threatened against or involving the Purchaser, which
may restrict or interfere with the performance of this Agreement
by the Purchaser.

               5.4  Litigation.  The Purchaser is not a party to
nor, to its knowledge, threatened with any suit, action,
arbitration or other legal or governmental proceeding relating to
or affecting it or its properties or assets. There is no material
judgment, decree, award or order outstanding or unsatisfied
against the Purchaser relating to or affecting it or its
properties or assets, nor, to the knowledge of the Purchaser, is
there any basis for any such suit, action, arbitration or other
legal or governmental proceeding. To the best of Purchaser's
knowledge, no notice, citation, summons or order has been issued,
no complaint has been filed, no penalty has been assessed, and no
investigation, review or proceeding is pending or, to the best of
the Purchaser's knowledge, threatened, of any kind, by any
person, firm or entity, with respect to the Purchaser, its
properties or assets.

               5.5  Compliance with Laws.  To the best knowledge
of Purchaser's knowledge, Purchaser is in compliance with all
existing requirements of all laws, statutes, rules, regulations
and orders, federal, state and local, and all existing
requirements of all governmental bodies or agencies having
jurisdiction over it or its properties or assets, except where
such failure to be in compliance will not have a material adverse
affect on the Purchaser's business or financial condition or on
its ability to perform its obligations under this Agreement or
any other agreement to. which it is a party. To the best
knowledge of Purchaser, the Purchaser has received no notice of
any violation or alleged violation of, or claim under any
federal, state or local law, statute, rule, regulation or order,
nor does the Purchaser have knowledge of any pending or
threatened governmental proceeding or investigation.

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               5.6  No Consents.  Except as set forth on Schedule
5.6, no consent of any governmental or judicial authority or
agency, or of any bank, other financial institution or other
third party, is required in connection with the execution and
delivery by the Purchaser of this Agreement and the other
documents and instruments required or contemplated herein or the
consummation of the transactions contemplated hereunder by the
Purchaser.

               5.7  No Distribution. The Partnership Interest
being acquired by the Purchaser hereunder is being acquired for
its own account for investment and not with a view to
distribution or resale of such Partnership Interest to others,
and Purchaser recognizes that it may not transfer such
Partnership Interest in violation of securities laws.

               5.8  Requisite Knowledge; Undertaking of Risks.
The Purchaser possesses the requisite knowledge and experience in
business and financial matters to be capable of evaluating the
merits and risks of investment in the Partnership, and is not
relying on any representations and warranties of the Partners
except those explicitly set out herein. The Purchaser recognizes
that participation in the Partnership involves a substantial
degree of risk, and that it may lose some or all of its
investment in the Partnership.

          6.   Covenants of the Partners.  The Partners covenant
to and with the Purchaser as follows:

               6.1  Conduct of Business.  From the date hereof
through the Financial Closing Date, the Partnership and each of
the Partners will conduct their operations according to their
normal course of business, including without limitation their
reasonable efforts to preserve intact their respective business
organizations, and to maintain satisfactory relationships with
third parties having business relationships with them. The
Partners shall confer on a regular and frequent basis with the
Purchaser to report operational matters of a material nature and
to report the general status of the ongoing operations of the
business of the Partnership. The Partners shall promptly notify
the Purchaser of: (a) any fact or event, the existence or
occurrence of which would render any of the Partners'
representations or warranties untrue or inaccurate; (b) any fact
or event, the existence or occurrence of which would have a
material adverse impact on the Project, the Partnership or the
Partnership's future activities; (c) any unexpected emergency or
other material change in the normal course of

                                14

<PAGE>

business or in the operations of the business of the Partnership
or the Partners; and (d) any investigation or review, pending or
threatened, by any governmental entity involving any material
business, asset or property of the Partnership or the Partners.
The Partners shall keep the Purchaser fully informed of all
developments with respect to any such facts and events and shall
permit the Purchaser's representatives access to all materials
prepared in connection therewith or relevant thereto.

               6.2  Forbearance by the Partnership.  Prior to the
Financial Closing Date, the Partners shall be required to obtain
the Purchaser's approval of major decisions affecting the
Partnership. These "Major Decisions" shall include, but are not
necessarily limited to, a decision to do any of the following:

                     (a) Issue additional partnership interests
or any options, warrants or other rights to acquire an interest
in the Partnership;

                     (b) Declare or pay any distribution;

                     (c) Sell any of its properties or assets;

                     (d) Extend credit, or issue, incur or prepay
any indebtedness for borrowed money;

                     (e) Mortgage, pledge or otherwise encumber
any of its properties or assets;

                     (f) Make any investment in third parties of
a capital nature either by purchasing stock or securities,
contributing to capital, transferring property or otherwise;

                     (g) Enter into any employment agreement or
any incentive compensation, profit sharing, partnership interest
purchase, option, savings, consulting, deferred compensation,
retirement, pension or other employee benefit plan or arrangement
with or for the benefit of any Partner, officer, employee or
other person;

                     (h) Terminate or voluntarily allow to lapse
any insurance policy naming the Partnership as a beneficiary or a
loss payee unless, simultaneously with

                                15

<PAGE>

such termination or lapse, replacement policies providing
substantially the same coverage are in full force and effect;

                     (i) Amend the Partnership Agreement; or

                     (j) Enter into any agreement to do any of
the things described in clauses (a) through (i) above

               6.3  Investigations and Purchaser Due Diligence.
Purchaser acknowledges that it has had the opportunity to conduct
due diligence regarding the proposed acquisition of the
Partnership Interest, and to investigate the business and
properties of the Partnership, as well as its financial and legal
condition. Purchaser has satisfied itself with respect to such
investigations. Notwithstanding completion of Purchaser's due
diligence, no investigation by or on behalf of the Purchaser
heretofore or hereafter made shall affect the representations and
warranties of the Partners contained herein, and such
representations and warranties shall survive any such
investigation as and to the extent provided in this Agreement.

               6.4  Negotiations with Others.  From the date
hereof through the Financial Closing Date, the Partners shall
not, directly or indirectly, without the prior written consent of
the Purchaser, initiate or engage in discussions or negotiations
with any corporation, partnership, person or other entity (other
than the Purchaser) concerning any sale of an interest in the
Partnership or any merger, sale of assets, or similar transaction
involving the Partnership.

          7.   Conditions of the Purchaser to the Breaking of
Escrow. The obligations of the Purchaser under this Agreement,
and the authority of the Escrow Agent to break escrow, are
subject to the satisfaction and fulfillment, or waiver by the
Purchaser, at or before the Expiration Date, of each of the
following conditions:

               7.1  Bankruptcy Court Approval Opinion. The
Purchaser shall have received from counsel to O'Brien reasonably
satisfactory to the Purchaser an opinion to the effect that the
approval of the bankruptcy court is not necessary or required for
the execution, delivery and/or performance by O'Brien of this
Agreement or the other Instruments and documents required or
contemplated hereunder to perform O'Brien's obligations hereunder
or to consummate the transactions contemplated hereby, or, if
required, any necessary approval has been obtained.

                                16

<PAGE>

               7.2  Financial Closing.  The Financial Closing
shall have been consummated on terms satisfactory to Purchaser.

               7.3  Deliverables.  Escrow Agent shall have
received, on behalf of Purchaser, the documents required to be
delivered to Purchaser under Section 9.1 below.

               7.4  Payments Due PUPCO.  PUPCO shall have
received at Financial Closing those payments due PUPCO under
Section 1.4 hereof.

               7.5  Letter or Credit or Corporate Guaranty. The
Escrow Agent shall have received a letter of credit or a
corporate guaranty securing the Project Equity Contribution under
the Restated Partnership Agreement of each of the Partners in a
form satisfactory to the Lenders under the Credit Agreement.

               7.6  Certain Consents. The Lender shall have
received Consents executed by the Partners and other necessary
parties with respect to the Steam Purchase Agreement, the Steam
Venture Agreement, the Project Services Agreement, and the Dock
Facility Services Agreement in form satisfactory to Lender.

               7.7  Opinion.  Insofar as counsel to O'Brien
delivers an opinion to the Lenders on the Financial Closing Date
(as each such term is defined in the Restated Partnership
Agreement) which addresses matters of law which are also
addressed directly or by implication in the opinion delivered at
the Closing by O'Brien's general counsel, Purchaser shall receive
the permission of counsel delivering such opinion to the Lenders
to rely on the portions of such opinion addressing such matters
of law.

               7.8  Lien Searches.  To the extent lien searches
are received prior to the Financial Closing, they shall not
reveal anything inconsistent with the representations and
warranties made by the Partners herein.

          8.   Conditions of the Partners to the Breaking of
Escrow.  The obligations of the Partners under this Agreement,
and the authority of the Escrow Agent to break escrow, are
subject to the satisfaction and fulfillment, or waiver by the
Partners, at or before the Expiration Date, of each of the
following conditions:

                                17

<PAGE>

               8.1  Financial Closing.  The Financial Closing
shall have been consummated on terms satisfactory to each of the
Partners.
               8.2  Deliverables.  The Escrow Agent shall have
received, on behalf of the Partners, documents required to be
delivered to the Partners under Section 9.2 below.

               8.3  Letter of Credit.  The Escrow Agent shall
have received a letter of credit from Purchaser in a form
satisfactory to the Lenders under the Credit Agreement
guaranteeing the Project Equity Contribution of Purchaser under
the Restated Partnership Agreement.

               8.4  Certain Consents.  The Lender shall have
received Consents executed by the Purchaser and other necessary
parties with respect to the Steam Purchase Agreement, the Steam
Venture Agreement, the Project Services Agreement, and the Dock
Facility Services Agreement in form satisfactory to Lender.

               8.5  Opinion.  Insofar as counsel to O'Brien
delivers an opinion to the Lenders on the Financial Closing Date
(as each such term is defined in the Restated Partnership
Agreement) which addresses matters of law which are also
addressed directly or by implication in the opinion delivered at
the Closing by O'Brien's general counsel, Adwin shall receive the
permission of counsel delivering such opinion to the Lenders to
rely on the portions of such opinion addressing such matters of
law.

          9.  Closing; Deliverables at Closing.  All Deliverables
required of the Purchaser and the Partners set out below shall be
delivered on or before the Closing to Escrow Agent and Escrow
Agent shall hold the Deliverables in escrow until such time as
the conditions to the breaking of escrow set out in Paragraphs 7
and 8 herein have been fulfilled. If the conditions to the
breaking of escrow set out in Paragraphs 7 and 8 have not been
satisfied by the Expiration Date, or if this Agreement is
terminated by mutual consent of the Purchaser and the Partners
under Section 10 hereof, Escrow Agent shall return all
Deliverables to the parties, pursuant to the terms of the Escrow
Agreement, and the rights and obligations of the parties shall be
determined in accordance with Paragraph 11 herein. Upon
satisfaction of all of the conditions to the breaking of escrow
set out in Paragraphs 7 and 8 or upon such termination, Escrow
Agent shall deliver or dispose of the Deliverables in accordance
with the terms of the Escrow Agreement.

                                18

<PAGE>

               9.1  Deliverables from the Partners.  At or prior
to the Closing, the Partners shall execute and/or deliver to the
Escrow Agent:

                     (a) Restated Partnership Agreement.  The
Restated Partnership Agreement, in the form of Exhibit A hereto,
duly executed by the Partners.

                     (b) PUPCO Side Letter. A side letter
agreement dated date the hereof, duly executed by the
Partnership, the Partners, the Purchaser and PUPCO (the "PUPCO
Side Letter").

                     (c) Acknowledgement.  An acknowledgement
letter dated the date hereof duly executed by Trigen-
Philadelphia, PUPCO, AEC, O'Brien and the Partnership.

                     (d) Updated Balance Sheet. An updated,
unaudited balance sheet of the Partnership, effective as of
February 29, 1996.

                     (e) Opinion Letter. An opinion of counsel to
each of the Partners, dated the Closing Date, in the form set
forth in Exhibit D hereto.

                     (f) Certificate Regarding Continuous
Validity of Representations and Warranties. A certificate
executed by the respective President or Chief Executive Officer
of each of the Partners certifying that all representations and
warranties of such Partner made in or pursuant to this Agreement
are true and correct at and as of the Closing Date.

                     (g) Certificate Regarding Fulfillment of
Obligations and Conditions. A certificate from each of the
Partners signed by its respective President or Chief Executive
Officer certifying that such Partner has performed, observed, and
complied with all the obligations and conditions required of it
by this Agreement to be performed, observed or completed at or
prior to the Closing Date.

                     (h) Other Documents.  A Certificate of Good
Standing with respect to each of the Partners from the Secretary
of State of its incorporation; (ii) certified copies of
resolutions duly adopted by the Board of Directors of each of the
Partners respectively authorizing the execution and delivery of
this Agreement and the consummation of the transactions
contemplated herein by such Partner; (iii) certified

                                19

<PAGE>

copies of the Articles of Incorporation and by-laws, as amended,
of each of the Partners; and (iv) the Escrow Agreement in a form
satisfactory to the Escrow Agent, Purchaser, and the Partners.

                     (i) Consents of Third Parties. The consents
or approvals of any third parties whose consent is required for
each of the Partners to consummate the transactions contemplated
by this Agreement.

                     (j) Governmental Approvals.  All necessary
consents, authorizations and approvals of all governmental
agencies, commissions and similar bodies, the consent,
authorization or approval of which is required under any
applicable law, rule, order or regulation for the consummation by
each of the Partners of the transactions contemplated by this
Agreement.

               9.2  Deliverables from the Purchaser. At or prior
to the Closing, the Purchaser shall execute and/or deliver to the
Escrow Agent:

                     (a) Restated Partnership Agreement.  The
Restated Partnership Agreement in the form of Exhibit A hereto,
duly executed by the Purchaser.

                     (b) Purchase Price.  The sum of $2,000,000,
$1,000,000 of which shall be represented by a cashier's check,
payable to O'Brien, drawn on a bank reasonably acceptable to
O'Brien, and $1,000,000 of which shall be represented by a
cashier's check payable to Adwin, drawn on a bank reasonably
acceptable to Adwin, representing the amount of the Purchase
Price to be paid by the Purchaser under Section 1.1.

                     (c) PUPCO Side Letter.  The PUPCO Side
Letter, duly executed by the Partnership, the Partners, the
Purchaser and PUPCO.

                     (d) Opinion Letter.  An opinion of counsel
to the Purchaser, dated the Closing Date, in the form set forth
in Exhibit I hereto.

                     (e) Certificate Regarding Continuing
Validity of Purchaser's Representations and Warranties.  A
Certificate executed by the President of

                                20

<PAGE>

Purchaser certifying that all representations and warranties of
the Purchaser made in or pursuant to this Agreement are true and
correct at and as of the Closing Date.

                     (f) Certificate Regarding Fulfillment of
Obligations and Conditions.  A Certificate signed by the
President of Purchaser certifying that Purchaser has performed,
observed and complied with all the obligations and conditions
required by this Agreement to be performed, observed, or complied
with prior to the Closing Date.

                     (g) Other Documents. Purchaser shall have
delivered to the Escrow Agent:

                         (i)  A certificate of Good Standing with
respect to the Purchaser from the Secretary of the Commonwealth
of Pennsylvania;

                         (ii)   Certified copies of resolutions
duly adopted by the Board of Directors of the Purchaser,
authorizing the execution and delivery of this Agreement and the
consummation of the transactions contemplated herein;

                         (iii) Certified copies of the Articles
of Incorporation and by-laws, as amended, of the Purchaser; and

                         (iv) The Escrow Agreement in a form
satisfactory to the Escrow Agent, Purchaser and the Partners.

                     (h) Consents of Third Parties. The consents
or approvals of any third parties whose consent is required for
the Purchaser to consummate the transactions contemplated by this
Agreement.

                     (i) Governmental Approvals. All necessary
consents, authorizations and approvals of all governmental
agencies, commissions and similar bodies, the consent,
authorization or approval of which is required under any
applicable law, rule, order or regulation for the consummation by
the Purchaser of the transactions contemplated by this Agreement.

                                21

<PAGE>

          10.  Termination.  This Agreement and the transactions
contemplated hereby may be terminated as follows:

               10.1 Mutual Termination. By written mutual consent
of the Purchaser and the Partners on or prior to the Expiration
Date.

               10.2 Expiration Date. By the Purchaser, on the one
hand, or by the Partners, on the other hand, if the conditions to
the breaking of escrow set out in Sections 7 and 8 hereby have
not been satisfied by the Expiration Date.

          11.  Effect of Termination.  If this Agreement and the
transactions contemplated hereby are terminated on or before the
Expiration Date, then, except as set forth in this Section 11, no
party hereto shall be liable to any other party hereto under this
Agreement or otherwise and this Agreement shall become void and
be without any force of effect. Notwithstanding the foregoing,
upon any such termination, the rights and obligations of the
parties shall be governed by the other agreements in effect
between and among them, including, without limitation, the
Project Services Agreement, the Steam Venture Agreement, and the
Escrow Agreement.

          12.  Survival.  The right to make a claim for breach of
the representations and warranties made as of the Closing Date
shall survive the Closing Date for a period of three years from
and after the Closing Date, with the exception of those
representations and warranties set out in Sections 3.1, 3.2, 4.1,
4.2, 4.8, 5.1, and 5.2, as to which the right to make a claim
shall survive for a period as is provided under applicable
Pennsylvania law. Any claim by the Purchaser for indemnification
under Section 13 for a breach of any representation or warranty
made as of the Closing Date, or by the Partners under Section 14
for a breach of any representation or warranty made as of the
Closing Date, must be made on or prior to the date on which the
survival period for such representation or warranty expires, it
being understood that the indemnity obligations of the Purchaser
and the Partners, as the case may be, with respect to claims that
are asserted on or prior to such expiration date shall survive
such expiration date.

                                22

<PAGE>

          13.  Indemnification of the Purchaser.

               13.1 Indemnification of the Purchaser.  The
Partners shall, up to an aggregate maximum of $3,000,000 per
Partner, indemnify, defend and hold harmless Purchaser (and its
directors, officers, employees and affiliates) from and against
any and all "Purchaser Losses" as hereafter defined. "Purchaser
Losses" means any and all claims, liabilities, losses, damages,
reasonable costs and expenses, including reasonable attorneys'
fees and court costs incurred (i) by the Partnership where the
result is a diminution of the Fair Value (as defined in the
Restated Partnership Agreement) of the Purchaser's interest in
the Partnership including, without limitation, a diminution in
cash distributions, or (ii) by the Purchaser, that results in
either case, from the breach of a representation or warranty of a
Partner under this Agreement.  The $3,000,000 limit per Partner
shall apply even if the aggregate indemnity obligation of such
Partner for joint representations and warranties made under
Section 3 herein, plus its liability for individual
representations and warranties made under Section 4, exceeds
$3,000,000.  Notwithstanding the foregoing, no indemnification
obligation of any Partner for Purchaser Losses shall arise under
this Section 13.1 until such time as the Purchaser Losses, in the
aggregate, exceed $300,000.

               13.2 Notice of Claim by the Purchaser.  Within ten
business days after the Purchaser receives notice of any claim,
in respect of which the Partners may be liable under this Section
13, the Purchaser shall give written notice thereof to the
Partners. The Purchaser may at its option give notice and claim
indemnity under this Section 13 as soon as a claim has been
threatened by a third party, regardless of whether a loss has
been suffered, so long as the Purchaser shall in good faith
determine that such claim is not frivolous and that the Purchaser
may be liable or otherwise incur a loss as a result thereof and
shall give notice of such determination to the Partners. The
Purchaser shall permit the Partners, at the sole option and
expense of the Partners, to assume the defense of any such claim
by counsel satisfactory to the Purchaser and to settle or
otherwise dispose of the same. In any such event, the Purchaser
will cooperate with the Partners and may at all times participate
in such defense, at its own expense; provided, however, that the
Partners shall not, in defense of any such claim, except with the
prior written consent of the Purchaser, consent to the entry of
any judgment or enter into any settlement that does not include
the giving by the claimant or plaintiff in question to the
Purchaser a release of all liabilities in

                                23

<PAGE>

respect of such claims, or that does not result solely in the
payment of money damages by the Partners.

               13.3 Purchaser's Remedy Upon Dissolution.  As
Purchaser's exclusive remedy for Purchaser Losses under Section
13.1, Purchaser shall have the right, upon liquidation of the
assets of the Partnership pursuant to Section 24 of the Restated
Partnership Agreement, to receive priority payment of any Net
Indemnity Obligations, as defined below, which are owed to it by
either Adwin and/or O'Brien pursuant to the provisions of Section
13.1. For purposes of this Section, "Net Indemnity Obligations"
shall mean all Purchaser Losses under Section 13.1, the amount of
which shall have been established by mutual agreement or a final,
nonappealable judgment of a court of competent jurisdiction, and
which shall represent the excess of the indemnity obligations of
Adwin and/or O'Brien owed Purchaser under Section 13.1, over any
indemnity obligations owed by Purchaser to Adwin and/or O'Brien
pursuant to Section 14.1. Such "Net Indemnity Obligations" shall
be deducted from the Unreimbursed Development Costs otherwise due
Adwin and/or O'Brien under Section 24 of the Restated Partnership
Agreement, and shall be paid prior to the reimbursement of such
Unreimbursed Development Costs due Adwin and/or O'Brien, pursuant
to the provisions of Section 24 of the Restated Partnership
Agreement. The indemnity cap, calculation of Net Indemnity
Obligation, and calculation of Net Indemnity Amount shall be
applied and made on a per Partner basis, and neither Partner
shall be liable for the other Partners' indemnity obligation. In
the event of a dispute over any indemnity claims of Purchaser,
the parties agree to mediate the dispute initially pursuant to
the Commercial Mediation Rules of the American Arbitration
Association, but if such mediation efforts have not produced a
settlement within ninety (90) days, any party may refer the
matter to a court of competent jurisdiction for resolution.

          14.  Indemnification of the Partners.

               14.1 Indemnification of the Partners.  The
Purchaser shall, up to an aggregate maximum of $3,000,000,
indemnify, defend and hold harmless the Partners (and their
respective directors, officers, employees and affiliates) from
and against any and all "Partner Losses" as hereafter defined.
"Partner Losses" means any and all claims, liabilities, losses,
damages, reasonable costs and expenses, including reasonable
attorneys' fees and court costs and expenses incurred (i) by the
Partnership where the result is a diminution of the Fair Value
(as defined in the Restated

                                24

<PAGE>

Partnership Agreement) of the Partners' interest in the
Partnership including, without limitation, a diminution in cash
distributions, or (ii) by the Partners, that results in either
case, from the breach of a representation or warranty of the
Purchaser under this Agreement. Notwithstanding the foregoing, no
indemnification obligation of the Purchaser for Partner Losses
shall arise under this Section 14.1 until such time as the
Partner Losses, in the aggregate, exceed $300,000.

               14.2 Notice of Claims by the Partners.  Within ten
business days after the Partners receive notice of any claim, in
respect of which the Purchaser may be liable under this Section
14, the Partners shall give written notice thereof to the
Purchaser. The Partners and the Partnership may at their option
give notice and claim indemnity under this Section 14 as soon as
a claim has been threatened by a third party, regardless of
whether an actual loss has been suffered, so long as the Partners
shall in good faith determine that such claim is not frivolous
and that the Partners may be liable or otherwise incur a loss as
a result thereof and shall give notice of such determination to
the Purchaser. The Partners shall permit the Purchaser, at its
sole option and expense, to assume the defense of any such
claixi~ by counsel satisfactory to the Partners and to settle or
otherwise dispose of the same. In any such event, the Partners
will cooperate with the Purchaser and may at all times
participate in such defense, at its own expense; provided,
however, that the Purchaser shall not, in defense of any such
claim, except with the prior written consent of the Partners,
consent to the entry of any judgment or enter into any settlement
that does not include the giving by the claimant or plaintiff in
question to the Partners a release of all liabilities in respect
of such claims, or that does not result solely in the payment of
money damages by the Purchaser.

               14.3 The Partners' Remedy Upon Dissolution.  As
the Partners' exclusive remedy for Partner Losses under Section
14.1, the Partners shall have the right, upon liquidation of the
assets of the Partnership pursuant to Section 24 of the Restated
Partnership Agreement, to collect from Purchaser's share of
distributions under Section 24.01(e) of the Restated Partnership
Agreement any "Net Indemnity Amounts Owed by Purchaser,,' as
defined below, owed to the Partners by Purchaser pursuant to the
provisions of Section 14.1. For the purposes of this Section,
"Net Indemnity Amounts Owed by Purchaser" shall mean the excess
of all Partner Losses under Section 14.1 owed to the Partners by
Purchaser over any indemnity amounts owed by the Partners to
Purchaser pursuant to the provisions of Section 13.1. Such "Net
Indemnity Amounts Owed by Purchaser" shall be established through
either

                                25

<PAGE>

mutual consent of the parties, or by a final, nonappealable order
of a court of competent jurisdiction, and once established, shall
be deducted from the Capital Account of Purchaser, pursuant to
the provisions of Section 24.01(e) of the Restated Partnership
Agreement. In the event of a dispute over any indemnity claims of
the Partners, the parties agree to mediate the dispute initially
pursuant to the Commercial Mediation Rules of the American
Arbitration Association, but if such mediation efforts have not
produced a settlement within ninety (90) days, any party may
refer the matter to a court of competent jurisdiction for
resolution.

          15.  Agreement to Consummate; Further Assurances.
Subject to the terms and conditions herein provided, including
the termination rights under Section 10 hereof, each of the
parties hereto agrees to use commercially reasonable efforts to
do all things necessary, proper or advisable under this Agreement
(including satisfaction of the conditions set forth in Sections 7
and 8 hereof), applicable laws and regulations to consummate and
make effective, as soon as reasonably practicable, the
transactions contemplated by this Agreement, including without
limitation the acquisition of all consents, authorizations,
orders and approvals of any governmental commission, board of
other regulatory body required in connection therewith. The
parties hereto shall execute and deliver all such other
instruments and take all such other actions as any party may
reasonably request from time-to-time, before or after the date
hereof and without any further consideration, in order to
effectuate the transactions provided for herein. The parties
shall cooperation fully with each other and with their respective
counsel in connection with any steps required to be taken as part
of their respective obligations under this Agreement.

          16.  Miscellaneous.

               16.1 Amendments.  No change, amendment, waiver or
modification of any provisions of this Agreement will be
effective unless it is in writing and signed by the party against
whom enforcement of the waiver, change or amendment is sought.

               16.2 Waiver.  No waiver of any right under this
Agreement will be deemed effective unless contained in writing
signed by the party charged with such waiver, and no waiver of
any right arising from any breach or failure to perform will be
deemed to be a waiver of any future such right or of any right
arising under this Agreement.

                                26

<PAGE>

               16.3 Successors and Assigns.  None of the parties
hereto may assign or transfer any of its rights or obligations
under this Agreement without the prior written consent of all of
the other parties hereto. Except as otherwise expressly provided
herein, this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs,
representatives, successors and permitted assigns.

               16.4 Titles.  The titles of the Sections and
subsections of this Agreement are for convenience of reference
only and are not to be considered in construing the terms and
provisions hereof.

               16.5 Notices.  All notices, requests, demands and
other communications required or permitted to be made hereunder
shall be in writing and shall be deemed duly given if hand
delivered against a signed receipt therefor, sent by registered
or certified mail, return receipt requested, first class postage
prepaid, or sent by nationally recognized overnight delivery
service, in each case addressed to the party entitled to receive
the same at the address specified below:

               (a)  If to Adwin, then to:

               William J. Brady, Vice President
               Adwin (Schuylkill) Cogeneration, Inc.
               300 Stevens Drive
               Suite 155
               Lester, PA 19113

               With a copy, sent in the manner prescribed above,
               to:

               John Halderman, Esquire
               PECO Energy Company
               2301 Market Street
               Philadelphia, PA 19101

                                27

<PAGE>

               (b)  If to O'Brien, then to:

               Peter Ford
               O'Brien (Schuylkill) Cogeneration, Inc.
               225 South Eighth Street
               Philadelphia, PA 19106

               With a copy, sent in the manner
               prescribed above, to:

               Robert J. Rauch, Esquire
               17 Glen Andrew Road
               White Sulphur Springs, WV 24986

               (c)  If to the Purchaser, then to:

               Steve Smith, President
                   Trigen-Schuylkill Cogeneration, Inc.
               2600 Christian Street
                   Schuylkill Station
               Philadelpliia, PA 19146

               With a copy, sent in the manner prescribed above,
               to:

               Barnett Satinsky, Esquire
               Fox, Rothschild, O'Brien & Frankel
               2000 Market Street
               10th Floor
               Philadelphia, PA 19103

               And, with an additional copy, sent in the manner
               prescribed above, to:

               Eugene E. Murphy, Esquire
               Trigen Energy Corporation
               1 Water Street
               White Plains, NY 10601

                                28

<PAGE>

Any party may alter the address to which communications are to be
sent by giving notice of such change of address in conformity
with the provisions of this Section providing for the giving of
notice. Notice shall be deemed to be effective, if personally
delivered, when delivered; if mailed, at midnight on the third
business day after being sent by registered or certified mail;
and if sent by nationally recognized overnight delivery service,
on the next business day following delivery to such delivery
service.

               16.6 Provisions Separable.  The provisions of this
Agreement are' independent of and separable from each other, and
no provision shall be affected or rendered invalid or
unenforceable by virtue of the fact that for any reason any other
or others of them may be invalid or unenforceable in whole or in
part.

               16.7 Exhibits; Schedules.  All exhibits and
schedules to this Agreement are hereby incorporated by reference
into, and made a part of, this Agreement.

               16.8 Execution; Counterparts.  This Agreement may
be executed in any number of counterparts, each of which shall be
deemed to be an original as against any party whose signature
appears thereon, and all of which shall together constitute one
and the same instrument. This Agreement shall become binding when
one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon
as the signatories hereto.

               16.9 Expenses.  Whether or not the transactions
contemplated by this Agreement shall be consummated and except as
otherwise provided herein, each party shall pay its own expenses
incident to the negotiation, execution and performance of this
Agreement and the transactions contemplated hereby. The
Partnership shall each be solely responsible for, and shall
timely pay in accordance with applicable law, all transfer taxes
and other similar taxes, in either case, imposed by any taxing
authority, federal, state or local, with respect to the
Partnership Interest issued to the Purchaser under this Agreement
(if any).

               16.10     Entire Agreement.  This Agreement and
the other documents delivered pursuant hereto shall constitute
the full and entire understanding and agreement among the parties
with regard to. the subject matter hereof and thereof, and
supersede all prior agreements, understandings, inducements or
conditions, express or

                                29

<PAGE>

implied, oral or written, except as herein contained. The express
terms hereof shall control and supersede any course of
performance and/or usage of trade inconsistent with any of the
terms hereof.

               16.11     Governing Law.  This Agreement and all
questions relating to its validity, interpretation, performance
and enforcement shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania.

               16.12     Conflict Among Documents.  In the event
of any conflict between or among the terms of this Agreement and
the terms of the Project Services Agreement or the Steam Venture
Agreement, such conflict shall be controlled and governed by the
terms of this Agreement. In the event of any conflict between any
other documents, the later dated document shall control and
govern. All terms and provisions of the Project Services
Agreement and the Steam Venture Agreement that are not expressly
amended or modified by this Agreement or any other document
entered into by the parties after the date thereof shall remain
in full force and effect.

                                30

<PAGE>

  IN WITNESS WHEREOF, the authorized representatives of each
party hereby execute this Agreement as of the date first set
forth above.


ADWIN (SCHUYLKILL)                 O'BRIEN (SCHUYLKILL)
COGENERATION, INC.                 COGENERATION, INC.


By: /s/ William Brady              By: /s/ Sanders Newman
Date: March 1, 1996                Date: March 1, 1996

TRIGEN-SCHUYLKILL
COGENERATION, INC.

By: /s/ S.B. Smith
Date: March 1, 1996

Agreeing and intending to be legally bound only with respect 1.2
through 1.4 of this Agreement as of the date of this Agreement:


PHILADELPHIA UNITED POWER          GRAYS FERRY COGENERATION
CORPORATION                        PARTNERSHIP


By: /s/ S.B. Smith                 By:  Adwin (Schuykill)
                                        Cogeneration, Inc.

                                   By: William Brady