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                                                  Exhibit 10.25.1

              CONTINGENT CAPACITY PURCHASE ADDENDUM
                             TO THE
       AGREEMENT FOR PURCHASE OF ELECTRIC OUTPUT (PHASE 1)


     This ADDENDUM is made as of this 17th day of September,
1993, by and between Grays Ferry Cogeneration Partnership, a
Partnership with offices located at 225 South Eighth Street,
Philadelphia, Pennsylvania 19106 ("SELLER"), and Philadelphia
Electric Company, a Pennsylvania corporation with offices located
at 2301 Market Street, Philadelphia, Pennsylvania 19101 ("PECO").

                           BACKGROUND


     PECO is a regulated public utility engaged in, among other
things, the generation, purchase, transmission, distribution and
sale of electric power within the Commonwealth of Pennsylvania
and the State of Maryland.

     SELLER intends to design, construct, own and operate an
electric generation facility and certain associated equipment
located at 2600 Christian Street, Philadelphia, Pennsylvania
19146 ("FACILITY") of up to 31 MW in size which will be
constructed as Phase I of the entire project.

     SELLER intends to design, construct, own and operate another
electric generation facility and certain associated equipment
also located at 2600 Christian Street, Philadelphia, Pennsylvania
19146 ("FACILITY"), which will be constructed as Phase II of the
entire project, of up to 119 MW in size.

     PECO and SELLER entered into an Agreement for Purchase of
Electric Output dated July 28, 1992, as amended and revised,
regarding PECO'S purchase of the net electric output from the
FACILITY ("AGREEMENT").

     PECO and SELLER desire further to provide for the purchase
by PECO, under certain circumstances, of electric capacity from
the FACILITY through this Contingent Capacity Purchase Addendum
to the AGREEMENT ("ADDENDUM").

     NOW, THEREFORE, in consideration of the mutual covenants set
forth herein, the PARTIES, intending to be legally bound hereby,
agree as follows:

                            ARTICLE I
                           DEFINITIONS

     1.1  Agreement Definitions.  Terms, when used herein with
capitalization, shall have the meaning specified in Article I of
the AGREEMENT, unless added or modified pursuant to Section 1.2
hereof.

     1.2  Definitions.  The following terms, when used herein
with capitalization, shall have the following meanings:

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     ACTIVATION NOTICE means a written notice from PECO to SELLER
that PECO elects to purchase some or all of the NOMINATED
CAPACITY of the FACILITY as described in Article III hereof.

     ADDENDUM means this Contingent Capacity Purchase Addendum to
the Agreement for Purchase of Electric Output (Phase I).

     AVAILABLE CAPACITY means the NOMINATED CAPACITY of the
FACILITY minus any outages or miscellaneous adjustments reported
from time to time to PECO's System Operations Group pursuant to
Article VI hereof.

     CALENDAR YEAR means any twelve month period beginning on the
first day of January and ending on the last day of the subsequent
December.

     CAPACITY CREDIT means the price per MW-day paid by PECO to
SELLER for DESIGNATED CAPACITY under this ADDENDUM.

     DESIGNATED CAPACITY means the portion of NOMINATED CAPACITY
of the FACILITY which PECO elects to purchase from SELLER under
Section 3.4 hereof.

     EFOR means the demand-based Equivalent Forced Outage Rate,
Calculated using data developed during the three (3) preceding
CALENDAR YEARS, as defined in the "GUS Reference Manual" issued
by the PJM INTERCONNECTION and as revised from time to time.

     FACILITY EFOR means the EFOR of the FACILITY calculated with
respect to the summer NOMINATED CAPACITY.

     GREEN BOOK means the PJM INTERCONNECTION's "Rules and
Procedures for Determination of Generating Capacity" as revised
from time to time.

     MW means megawatt.

     NOMINATED CAPACITY means the FACILITY's ability to provide
power, expressed in MW, as determined under Article V hereof.

     PEAK SEASON means the weeks containing the 24th through 36th
Wednesdays of a CALENDAR YEAR.  Each such week shall begin on a
Monday.

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     PECO EFOR means the weighted average EFOR for generating
units, exclusive of the FACILITY, for which PECO receives credit
in meeting its installed capacity obligations under the PJM
INTERCONNECTION AGREEMENT.

     PERFORMANCE STANDARD means the PECO EFOR calculated using
plant data developed during the three (3) preceding CALENDAR
YEARS.

     PLANNING PERIOD means any twelve (12) month period beginning
on the first day of June and ending on the last day of the
subsequent May.

                           ARTICLE II
                     EFFECTIVE DATE AND TERM

     2.1  Effective Date.  This ADDENDUM shall be effective as of
the date first above written, subject to SELLER and PECO
obtaining all necessary regulatory approvals for this ADDENDUM
without change or condition, to which end the PARTIES agree to
support this ADDENDUM in its original form.

     2.2  Term.  This ADDENDUM shall have the same term as the
AGREEMENT.

                           ARTICLE III
                            PURCHASES

     3.1  Availability.  Throughout the term of this ADDENDUM,
SELLER, shall make available to PECO the NOMINATED CAPACITY of
the FACILITY, as determined in Article V hereof, for purchase by
PECO exclusively.

     3.2  Conditions.  PECO shall be obligated to tender an
ACTIVATION NOTICE pursuant to Section 3.3 hereof when the
following conditions are satisfied:
          (a)  PECO delivers capacity or capacity and energy to
               cooperative utility under a contract with (i) an
               effective date after the effective date of this
               ADDENDUM and (ii) a term of ten (10) years or
               greater ("EXTERNAL SALE"), and
          (b)  the amount of the EXTERNAL SALE exceeds the amount
               of capacity PECO can purchase under the contingent
               capacity purchase agreements listed in Appendix A
               of this ADDENDUM ("OTHER SOURCES").

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Additionally, PECO may at its sole discretion purchase NOMINATED
CAPACITY for any reason at any time.

          3.3  Activation.  If the conditions of Section 3.2
hereof are satisfied or PECO otherwise desires to purchase some
or all of the NOMINATED CAPACITY, then PECO shall tender to
SELLER an ACTIVATION NOTICE specifying the commencement date,
duration, amount of NOMINATED CAPACITY which PECO elects to
purchase from SELLER as DESIGNATED CAPACITY and the initial value
of the CREDIT described in Section 4.2 hereof.  In no case shall
the elected duration extend beyond the term of this ADDENDUM.  In
the event of an EXTERNAL SALE, the proposed DESIGNATED CAPACITY
shall be the lesser of the NOMINATED CAPACITY of the FACILITY or
the amount by which the EXTERNAL SALE exceeds OTHER SOURCES, and
the duration shall, subject to the condition specified in the
preceding sentence, be no less than that of the EXTERNAL SALE.
          (a)  If tendered after the COMMERCIAL OPERATION DATE,
               the ACTIVATION NOTICE shall be deemed to be
               immediately accepted by SELLER for any proposed
               amount of DESIGNATED CAPACITY up to the NOMINATED
               CAPACITY then in operation, and shall initiate
               certain obligations of the SELLER contained in
               Sections 4.1, 4.2, 6.5 and 6.9 of this ADDENDUM.
          (b)  If tendered before the COMMERCIAL OPERATION DATE,
               the ACTIVATION NOTICE then applies to NOMINATED
               CAPACITY which SELLER has not yet constructed or
               otherwise put in operation.  Within ninety (90)
               days from receipt of such ACTIVATION NOTICE,
               SELLER shall notify PECO in writing whether it
               will or will not accept the ACTIVATION NOTICE,
               thereby committing to provide PECO all or part of
               the proposed DESIGNATED CAPACITY and by what date.
               Acceptance by SELLER of an ACTIVATION NOTICE shall
               initiate certain obligations of the SELLER
               contained in Sections 4.1, 4.2, 6.5 and 6.9 of
               this ADDENDUM.
          (c)  If SELLER informs PECO it will provide NOMINATED
               CAPACITY beginning on a date after the date
               requested by PECO in the ACTIVATION NOTICE, then
               PECO may procure capacity from alternate sources
               for the period between the specified date and
               available date.  If SELLER informs PECO it will
               not provide NOMINATED CAPACITY in the total amount
               specified in the ACTIVATION NOTICE, then PECO may
               procure capacity not provided by SELLER from
               alternate sources, and SELLER shall have no rights

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               to supply capacity for such purpose at any time in
               the future, except at the sole discretion of PECO,
               the provisions of Section 3.2 notwithstanding.

          3.4  Purchases.  When (a) the conditions specified in
Section 3.2 hereof are satisfied, (b) an ACTIVATION NOTICE is
tendered and accepted per Section 3.3 hereof, and (c) SELLER
otherwise complies with its obligations under this ADDENDUM, then
the amount of NOMINATED CAPACITY accepted by SELLER according to
Section 3.3 hereof shall be DESIGNATED CAPACITY, which SELLER
shall provide to PECO under the terms of this ADDENDUM.  PECO may
specify levels of DESIGNATED CAPACITY that vary over different
time periods, but in no event shall DESIGNATED CAPACITY exceed
NOMINATED CAPACITY.  Pursuant to Section 3.3(b) hereof, SELLER
and PECO may commit to a purchase of DESIGNATED CAPACITY in
excess of NOMINATED CAPACITY at the time the commitment is made,
but not exceeding the maximum NOMINATED CAPACITY according to
Section 5.1 hereof.

          3.5  Capacity Credit.  PECO shall establish annually,
at the beginning of a PLANNING PERIOD, a CAPACITY CREDIT for such
PLANNING PERIOD in the following manner.  Except as provided in
Section 6.5 hereof, the CAPACITY CREDIT shall be $178 per NW day
for DESIGNATED CAPACITY received by PECO from the FACILITY less
the product of:
          (a)  $178 per MW day;
          (b)  1.5; and
          (c)  the greater of:
                    (i)  zero (0); or
                    (ii) the most recently calculated FACILITY
                         EFOR less the PERFORMANCE STANDARD.
In no event shall the CAPACITY CREDIT be less than $0 or more
than $178 per MW.

          3.6  Initial EFOR.  For any CALENDAR YEAR covering a
period of time preceding the COMMERCIAL OPERATION DATE, the
FACILITY EFOR shall be deemed to be ten percent (10%) or the PECO
EFOR for that CALENDAR YEAR, whichever is less.  After the
COMMERCIAL OPERATION DATE, the FACILITY EFOR shall be calculated
according to the "GUS Reference Manual," using such deemed
FACILITY EFOR together with actual FACILITY data until three (3)
CALENDAR YEARS following the COMMERCIAL OPERATION DATE.

          3.7  PJM Acceptance.  SELLER shall operate the FACILITY
in accordance with PJM INTERCONNECTION requirements for operating
capacity and installed capacity and installed capacity credit,
including those rules

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specified in the GREEN BOOK.  PECO shall not be obligated to
purchase DESIGNATED CAPACITY or pay any CAPACITY CREDIT under
this ADDENDUM if PECO is prohibited from using such DESIGNATED
CAPACITY in meeting its  installed capacity obligations under the
PJM INTERCONNECTION AGREEMENT.  If such use of DESIGNATED
CAPACITY is limited, PECO shall only be required to pay CAPACITY
CREDIT for the portion of DESIGNATED CAPACITY which is deemed to
satisfy PECO's installed capacity obligation under the PJM
INTERCONNECTION AGREEMENT.

          3.8  Planning.  PECO may, at its sole discretion,
include the NOMINATED CAPACITY of the FACILITY in PECO's future
planning.  Such inclusion shall  not obligate PECO to purchase
any of said NOMINATED CAPACITY.  Any purchase of NOMINATED
CAPACITY by PECO from FACILITY after the term of this ADDENDUM
shall be at prices, terms and conditions agreed upon by PECO and
SELLER.

                           ARTICLE IV
                      DAMAGES AND SECURITY

     4.1  Liquidated Damages.  The PARTIES agree that after
acceptance of an ACTIVATION NOTICE, IF (A) SELLER defaults under
the AGREEMENT, (B) the FACILITY fails to deliver energy and PECO
does not reasonably expect the FACILITY to be able to resume or
to begin deliveries of energy within three (3) years, or (C) the
COMMERCIAL OPERATION DATE has not occurred within one (1) year
after the date on which SELLER committed to supply DESIGNATED
CAPACITY pursuant to Section 3.3(b) hereof, then SELLER shall pay
liquidated damages to PECO in the amount of the product of:
     (a)  the greater of:
          (i)  then DESIGNATED CAPACITY, or
          (ii) the maximum capacity SELLER agreed to supply
               within the next three (3) years by accepting an
               ACTIVATION NOTICE.
          (iii)the maximum capacity SELLER agreed to supply
               within the next three (3) years by accepting an
               ACTIVATION NOTICE,
     (b)  three (3),
     (c)  three hundred sixty-five (365), and
     (d)  the greater of:
          (i)  zero (0), or
          (ii) the then-effective PJM INTERCONNECTION capacity
               credit in $/MWk-day calculated under Schedule 4.01
               of the PJM INTERCONNECTION AGREEMENT less $178.
Notwithstanding any of the above, if the FACILITY returns to
service and is able to deliver DESIGNATED CAPACITY in the manner
set forth in t his ADDENDUM within three (3) years, PECO shall
repay a share of any liquidated damages received by PECO under

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this Section 4.1 or Section 4.2.  Such share shall be the amount
of liquidated damages actually received by PECO in excess of the
amount obtained by applying the method of this Section 4.1 to the
actual duration and amount of DESIGNATED CAPACITY not available
to PECO for purchase.

     4.2  Security.  To guarantee SELLER's performance of its
obligations under Section 4.1 hereof, SELLER shall provide a
CREDIT within thirty (30) days of accepting an ACTIVATION NOTICE,
in the amount designated by PECO in the ACTIVATION NOTICE, from
which PECO shall be entitled to draw any sum due as liquidated
damages under Section 4.1 hereof.  The CREDIT shall be payable by
an ISSUER in the City of Philadelphia on terms and conditions
acceptable to PECO.  PECO shall not unreasonably withhold
approval of any ISSUER or CREDIT.  The CREDIT shall be
established and structured to permit PECO to make multiple
demands for payment from the ISSUER, and shall require the ISSUER
to honor on sight, in immediately available funds and without
demand for payment, any written demand by PECO for payment.   The
CREDIT shall be reviewed at the end of each PLANNING PERIOD.
PECO may designate a change at that time in the amount of the
CREDIT, which amount shall not exceed the then current amount of
potential liquidated damages calculated under Section 4.1 hereof.
Upon the failure of SELLER to provide such CREDIT within ninety
(90) days after PECO designates a new CREDIT amount during the
term of this ADDENDUM, PECO shall have the right to withhold
payment to SELLER for DESIGNATED CAPACITY that SELLER delivers to
PECO and to apply such amounts to an escrow account until the
balance in the escrow account, when added to the amount of the
CREDIT established hereunder, equals the required CREDIT amount.
Any amount remaining in such escrow account at the termination or
expiration of this ADDENDUM upon which PECO has no claim under
the terms of this ADDENDUM, shall be paid to SELLER with interest
at the prime rate specified in Section 14.4(a) of the AGREEMENT.

     4.3  Additional Remedies.  In addition to PECO's right to
liquidated damages provided in  Sections 4.1 and 4.2 hereof, upon
the occurrence of any of the events set forth in Section 4.1
hereof PECO shall have the further right to obtain  capacity from
alternate sources and to cease payments to SELLER under this
ADDENDUM.  If SELLER cures the event causing action under this
Section 4.3, SELLER shall be restored to its full privileges
under this ADDENDUM.

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                            ARTICLE V
                            CAPACITY

     5.1  Nomination of Capacity.  SELLER plans to construct a
FACILITY expected to produce NET ELECTRIC OUTPUT of up to 31 MW
with a COMMERCIAL OPERATION DATE of :July 1, 1995.  SELLER shall
inform PECO of the status of and any changes to this plan.  After
the COMMERCIAL OPERATION DATE THE nominated capacity OF THE
facility SHALL BE 31 MW winter.  The NOMINATED CAPACITY may be
revised at any time by agreement of the PARTIES.  Prior to the
COMMERCIAL OPERATION DATE, PECO shall not purchase any
DESIGNATED CAPACITY from the FACILITY.

     5.2  Capacity Tests.  SELLER shall conduct capacity tests
twice a year, once during the summer (June through August) and
once during the winter (December through February) periods, in
accordance with procedures specified by PECO.  The procedures
shall be based on and consistent with the GREEN BOOK.  PECO shall
have the right to require additional tests to meet specific PECO
needs that are not required by the GREEN BOOK.  PECO shall pay
all costs incurred by the SELLER for such additional tests.  PECO
shall be the sole judge of the tests required.

     5.3  Test Results.  If any test performed pursuant to
Section 5.2 hereof demonstrates that the FACILITY cannot achieve
the appropriate summer or winter NOMINATED CAPACITY set forth in
Section 5.1 hereof, a partial forced outage shall be recorded
from the beginning of the relevant test period prescribed in
Section 5.2 hereof and continuing until the FACILITY
satisfactorily proves the appropriate NOMINATED CAPACITY>

     5.4  Retest.  If SELLER is dissatisfied with the result of a
test described in Section 5.2, SELLER may request permission to
conduct a retest within ten (10) days of being notified of the
test result.  PECO shall not unreasonably withhold permission for
such a retest.  The result of the retest shall be binding upon
SELLER.  If such retest is not performed within fourteen (14)
days of PECO granting permission, then the result of the previous
test shall be binding upon SELLER.  The SELLER may request as
many retests as the test period permits.

     5.5  Failure to Test.  If SELLER fails to perform an
acceptable test required by Section 5.2 hereof, PECO may at its
sole discretion reduce the DESIGNATED CAPACITY of the FACILITY
which PECO purchases for one year after the latest date upon

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which an acceptable test could have been performed, or until the
FACILITY completes an acceptable test.

     5.6  Information Requirements.  SELLER shall, from time to
time, provide PECO with any information regarding operation of
the FACILITY required by PECO to fulfill its PJM INTERCONNECTION
obligations or other operating needs, and shall endeavor to
provide an historical information requested by PECO on intervals
as short as a quarter hour.
The information required includes but is not limited to:
          (a)  During a Test Period
               (i)   Gross Generation
               (ii)  Auxiliary Loads
               (iii) Process Electrical Loads
               (iv)  Net generation to PECO
          (b)  During Normal Operation
               (i)   Gross Generation
               (ii)  Auxiliary Loads
               (iii) Net Generation to PECO
               (iv)  Fuel Consumption

                           ARTICLE VI
                OUTAGE COORDINATION AND REPORTING

     6.1  Redundancy.  Certain sections of this ADDENDUM and this
Article VI in particular require actions or information from the
SELLER which are redundant to provisions of the AGREEMENT.
Restating requirements here does not imply a need to take
redundant actions or to provide redundant information, but is
done to collect in one location all the actions and information
required to implement the requirements of this ADDENDUM.

     6.2  Outage Coordination.  SELLER shall coordinate all
planned and maintenance outages with PECO.

     6.3  Outage  Scheduling.  Unless otherwise directed by PECO,
SELLER shall periodically submit for PECO's approval, such
approval not to be unreasonably withheld, its planned maintenance
schedule conforming to Section 6.5 hereof, for the subsequent
thirty-six (36) months of operation.  SELLER shall revise its
planned and maintenance outage dates upon PECO's request for such
changes.

     6.4  Operating Information.  Except for forced outages which
require the immediate removal of equipment from service to avoid
either damage to equipment or risk to personnel or the

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public, SELLER shall coordinate daily operation of the FACILITY
with PECO, as required by Section 6.2 hereof and good electrical
system operating practice.  This includes notifying PECO's System
Operations Group of any change in operating capability or removal
of equipment from service which results in full or partial
reductions of FACILITY operating capability.

     6.5  Peak Season Outages.  After accepting an ACTIVATION
NOTICE, SELLER shall schedule planned outages so that no portion
of any such planned outage shall occur during the PEAK SEASON,
without the prior written consent of PECO.  PECO shall not be
obligated to approve requests for planned outages during such
periods.  PECO shall have the right, upon one (1) year's notice,
to revise the months or days during which SELLER shall not
schedule a planned outage.  If the FACILITY is wholly or
partially unavailable due to a planned or maintenance outage
during the PEAK SEASON, PECO shall not be required to pay SELLER
for any DESIGNATED CAPACITY purchased by PECO from the FACILITY
during such an outage.

     6.6  Reporting.  SELLER shall comply with all PECO and PJM
INTERCONNECTION generating unit outage reporting requirements as
revised form time to time.  PECO will advise SELLER of such
requirements and any changes.  PECO shall have the right to audit
FACILITY operating and maintenance logs upon twenty-hour (4)
hours notice.

     6.7  Forced Outage Reporting.  SELLER shall notify PECO's
System Operations Group of the occurrence, nature and expected
duration of any forced outage as soon as practical but not later
than one (1) hour after the forced outage begins.  SELLER shall
thereafter promptly inform PECO's System Operations Croup of any
change in the expected duration of the forced outage unless
relieved of this obligation by PECO's System Operations Group for
the duration of that forced outage.

     6.8  Monthly Outage Reporting.  Within five (5) working days
after the end of each month, SELLER shall report to PECO all full
or partial planned, maintenance or forced outages and any
miscellaneous adjustments that occurred during the preceding
month.  Data shall be presented according to the PJM
INTERCONNECTION's "Generating Unit Outage Data Reporting
Instructions," as revised from time to time.

     6.9  Dispatch.  SELLER shall, within thirty (30) minutes
after notification by PECO, deliver energy to PECO at the

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AVAILABLE CAPACITY level, and shall continue to deliver energy at
that level until released by PECO.  Each such period, commencing
thirty (30) minutes after such a notification and ending upon
such a release by PECO, shall be known as a DISPATCH PERIOD.  The
scheduling of DISPATCH PERIODS shall be at the sole discretion of
PECO, except that (A) a DISPATCH PERIOD shall not exceed sixteen
(16) hours in duration and (B) PECO shall not schedule more than
twenty (20) DISPATCH PERIODS in a CALENDAR YEAR.  After accepting
an ACTIVATION NOTICE, if SELLER files to attain and maintain the
level of its AVAILABLE CAPACITY during any DISPATCH PERIOD, the
payment under Section 7;.1 for the month in which such failure
occurs shall be reduced by:
          (a)  the CAPACITY CREDIT, multiplied by
          (b)  the number of days in that month, multiplied by
          (c)  the greatest UNDISPATCHED CAPACITY during any
               DISPATCH PERIOD in that month.  UNDISPATCHED
               CAPACITY means:
                (i) AVAILABLE CAPACITY in effect at the time PECO
               notifies SELLER of a DISPATCH PERIOD, minus
               (ii) the total amount of energy delivered during
               that DISPATCH PERIOD divided by the duration of
               the DISPATCH PERIOD.
In addition to such reduction in payments and regardless of
whether or not SELLER has accepted an ACTIVATION NOTICE, SELLER
shall record a forced outage for the difference between the
AVAILABLE CAPACITY and the level of delivery actually attained.
Such forced outage shall remain in effect until the FACILITY
delivers energy at the AVAILABLE CAPACITY.

     6.10 Minimum Generation.  During a  LIGHT LOAD CONDITION,
SELLER shall, upon notice from PECO, reduce FACILITY output
during the LIGHT LOAN CONDITION to zero or such other level
designated by PECO.  If FACILITY output exceeds the level
designated by PECO during the LIGHT LOAD CONDITION to zero or
such other level designated by PECO.  If FACILITY output exceeds
the level designated by PECO during any day or part thereof
during the LIGHT LOAN CONDITION, the payment due SELLER under
Section 7.1 hereof shall be reduced on a daily basis by the
product of:
          (a)  $178 per MKW day; and
          (b)  the greater of:
                (i) zero (0); or
               (ii) the average output of the FACILITY during the
               LIGHT LOAD CONDITION, less the FACILITY output
               level designated by PECO under this Section 6.10.

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     6.11 Waiver.  PECO ;may waive any of the testing or
reporting requirements under this Article VI by providing written
;notice to SELLER.

                           ARTICLE VII
                       BILLING AND PAYMENT

     7.1  Billing and Payment.  Within 30 days of the end of each
BILLING MONTH, PECO shall prepare a statement showing for each
day in the BILLING MONTH at least:
          (a) the capacity purchased, being the DESIGNATED
               CAPACITY as adjusted by Sections 3.7 and 6.5
               hereof;
          (b)  the CAPACITY CREDIT as determined in Section 3.4
               hereof; and
          (c)  the product of (a) and (b) above.

With each such statement, PECO shall include payment in the sum
of (c) above, less (i) the administrative charge specified in
Section 7.2 hereof, (ii) any UNDISPATCHED CAPACITY charge
specified in Section 6.9 hereof, and (iii) any minimum generation
charge specified in Section 6.10 hereof.

     7.2  Administrative Charge.  PECO shall reduce its payments
under this ADDENDUM by an administrative charge of $200 per
month, which shall be updated and increased periodically by a
percentage related to the annual percentage change in PECO's
wages for regular and probationary employees.  In the event the
administrative charge is greater than the payment for DESIGNATED
CAPACITY, SELLER shall be responsible for and pay to PECO the
difference within thirty (30) days of the issuance of the billing
statement.  No administrative charge shall be assessed for months
during which PECO purchases no DESIGNATED CAPACITY from SELLER.

     7.3  Late Charges.  Interest on unpaid amounts shall accrue
according to Section 14.4 of the AGREEMENT.


                          ARTICLE VIII
                    RELATIONSHIP TO AGREEMENT

     8.1  General.  This ADDENDUM is ;an addition or supplement
to the AGREEMENT and shall be governed by all the terms and
conditions of the AGREEMENT, unless specifically provided
otherwise in this ADDENDUM.

     8.2  Regulatory Approval.  The effectiveness of this
ADDENDUM is contingent upon the PUC allowing PECO to recover the

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costs incurred under the AGREEMENT pursuant to the COST RECOVERY
PETITION as specified in Section 2.2 of the Agreement.

                           ARTICLE IX
                          MISCELLANEOUS

     9.1  Affiliated Interest.  The effectiveness of this
ADDENDUM is contingent upon the PUC approving an affiliated
interest filing with respect to this ADDENDUM.  PECO will submit
such filing with the PUC within sixty (60) days of the effective
date of this ADDENDUM with a  request it be promptly approved.

     9.2  Non-Reliance.  After the eighth anniversary of the
effective date of this ADDENDUM, the SELLER may terminate this
ADDENDUM without any further obligation to PECO by ninety (90)
days written notice to PECO, if PECO has never tendered an
ACTIVATION NOTICE to the SELLER>


     IN WITNESS WHEREOF, the PARTIES have caused t his ADDENDUM
to be executed as of the day and year first above written.


PHILADELPHIA ELECTRIC COMPANY:


Attest: /s/              By: /s/ William H. Smith

                                 William H. Smith, III
            Secretary            Vice President


GRAYS FERRY COGENERATION PARTNERSHIP


Attest: /s/              By: /s/ Robert A. Shinn

                                 Robert A. Shinn
                                 Vice President
                                 O'Brien (Schuylkill)
                                   Cogeneration, Inc.

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                           Appendix A

              Contingent Capacity Purchase Addendum

                             To The

            Agreement For Purchase Of Electric Output

                              with

              Grays Ferry Cogeneration Partnership





           No Contracts Signed Prior to This Addendum





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