<PAGE>

                                                                   EXHIBIT 10.24

                                  CONFIDENTIAL










                  LONG TERM PARTS & LONG TERM SERVICE CONTRACT







                                     Between





                       GENERAL ELECTRIC INTERNATIONAL INC.
                                    (Seller)



                                       and



                                  TENASKA, INC.
                                     (Buyer)

                              DATED: June 24, 1999



       An asterisk ([ * ]) indicates that confidential information has been
omitted and filed separately with the Securities and Exchange Commission as
part of a Confidential Treatment Request.

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                                  CONFIDENTIAL


                                TABLE OF CONTENTS



1.   SELLER SCOPE & SERVICES.................................................1


2.   BUYER RESPONSIBILITIES..................................................1


3.   PRICE...................................................................1


4.   COOPERATION.............................................................2


5.   GOVERNING LAW...........................................................2


6.   CONTRACT DOCUMENTS......................................................2


7.   CONTRACT TERM...........................................................2


8.   OPTION FOR ADDITIONAL TERMS.............................................2


A..........................................................................A-1


APPENDIX A - SPECIAL TERMS AND CONDITIONS..................................A-1

  PART 1 - DEFINITIONS.....................................................A-1
    Applicable Insurance Policies..........................................A-1
    Applicable Laws........................................................A-1
    Applicable Permits.....................................................A-1
    Applicable Warranties..................................................A-1
    Assigned Technical Advisor.............................................A-1
    Assumptions............................................................A-1
    Assumption Violations..................................................A-2
    Buyer..................................................................A-2
    Contract Price.........................................................A-2
    Covered Unit(s)........................................................A-2
    Engineering Study/Inspection/Test......................................A-2
    Excusable Delay........................................................A-2
    Extended Term..........................................................A-2
    Extra Work.............................................................A-2
    Facility...............................................................A-2
    Final Term.............................................................A-2
    Good Turbine Practice..................................................A-2
    Governmental Instrumentality...........................................A-3
    Hot Gas Path Inspection................................................A-3
    Initial Spare Parts....................................................A-3
    Initial Operational Spare Parts........................................A-3
    Initial Term...........................................................A-3
    In-service  Failure....................................................A-3
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    Insolvent..............................................................A-3
    Major Inspection.......................................................A-3
    Non-Scope Items........................................................A-4
    Objectives.............................................................A-4
    Operational Spares.....................................................A-4
    Outage.................................................................A-4
    Outage Interval........................................................A-4
    Outage Time............................................................A-4
    Parts..................................................................A-4
    Performance Start Date.................................................A-4
    Planned Maintenance....................................................A-4
    Power Purchase Agreement...............................................A-5
    Prudent Electric Practice..............................................A-5
    Routine Maintenance....................................................A-5
    Services...............................................................A-6
    Site...................................................................A-6
    Substantial Completion.................................................A-6
    Technical Advisory Services............................................A-6
    Unit...................................................................A-6
    Unplanned Maintenance..................................................A-6

  PART 2 - COVERED UNIT(S).................................................A-7
    2.1  Covered Units.....................................................A-7
    2.2  Associated Auxiliary Systems......................................A-7

  PART 3 - SELLER PARTS AND SERVICES SCOPE.................................A-8
    3.1  Seller's Scope of Work............................................A-8
    3.2  Planned Maintenance...............................................A-8
    3.3  Unplanned Maintenance.............................................A-9
    3.4  Extra Work.......................................................A-10
    3.5  Assigned Technical Advisor.......................................A-10
    3.6  Monitoring and Diagnostics Systems...............................A-10
    3.7  Initial Spare Parts..............................................A-10
    3.8  Initial Operational Spare Parts..................................A-10
    3.9  Heavy Duty Crane.................................................A-11
    3.10  Information on Technical  Issues................................A-11

  PART 4 - BUYER RESPONSIBILITIES.........................................A-12
    4.1  General..........................................................A-12
    4.2  Site Obligations.................................................A-12

  PART 5 -DELIVERY, TITLE TRANSFER,  INVENTORY UTILIZATION................A-15
    5.1  Delivery.........................................................A-15
    5.2  Passage of Title.................................................A-15
    5.3  Inventory Utilization............................................A-15
    5.4  Repair Services Logistics........................................A-15

  PART 6 - PRICE AND PAYMENT TERMS........................................A-17
    6.1  Mobilization Payment.............................................A-17
    6.2.  Periodic Payments...............................................A-17
      6.2.1  Monthly Payments.............................................A-17
      6.2.2  Factored Fired Hours Adjustment..............................A-17
      6.2.3  Factored Starts Adjustment...................................A-18
      6.2.4  Unplanned Maintenance Adjustment.............................A-19

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    6.3  Escalation.......................................................A-20
    6.4  Unplanned Maintenance............................................A-21
    6.5  Extra Work.......................................................A-21
    6.6 Initial Spare Parts Price.........................................A-21
    6.7 Initial and Replenishment Operational Spare Parts Price...........A-21
    6.8  Method of Payment................................................A-21

  PART 7 - WARRANTY AND LIMITATION OF LIABILITY...........................A-22
    7.1  Warranty.........................................................A-22
    7.2  Limitation of Liability..........................................A-23

  PART 8 - INSURANCE REQUIREMENTS.........................................A-25
    8.1  Seller's Insurance...............................................A-25
    8.2  Buyer's Insurance................................................A-25
    8.3  Failure to Maintain Insurance....................................A-26

  PART 9 - TERMINATION....................................................A-27
    9.1  Termination......................................................A-27
      9.1.1  Termination for Convenience..................................A-27
      9.1.2  Termination For Material Breach..............................A-27
      9.1.3  Termination by Buyer for Cancellation of Power Purchase
             Agreement....................................................A-27
      9.1.4  Termination Price Adjustment.................................A-28

  PART 10 - NOTICES.......................................................A-29
    10.  Notices..........................................................A-29

  PART 11 - AVAILABILITY GUARANTY AND LIQUIDATED DAMAGES..................A-30
    11.1  Definitions.....................................................A-30
      Availability Adjustment.............................................A-30
      Availability Percentage.............................................A-30
      Chargeable Event....................................................A-30
      Contract Capacity...................................................A-30
      Date of PPA Commercial Operation....................................A-30
      Delivered Energy....................................................A-30
      Derating............................................................A-30
      Energy Request......................................................A-31
      MW..................................................................A-31
      MWh.................................................................A-31
      Operating Term......................................................A-31
      Plant...............................................................A-31
      PPA Force Majeure...................................................A-31
      PPA Prudent Utility Practice........................................A-31
      PPA Year............................................................A-32
      Requested Energy....................................................A-32
      Scheduled Outages...................................................A-32
      Summer Peak Hours...................................................A-32
    11.2  Availability Guarantees.........................................A-32
    11.3  Calculation of Availability Percentage..........................A-32
    11.4  Calculation of Availability Adjustment..........................A-33
    11.5  Payment of Availability Adjustment..............................A-33
    11.6  Availability Information........................................A-33
    11.7  Limitations.....................................................A-34
    11.8  Other Conditions................................................A-34

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B..........................................................................B-1


APPENDIX B - GENERAL TERMS AND CONDITIONS..................................B-1

  1.  Supplemental Terms...................................................B-1
    1.1  Non Payment.......................................................B-1
    1.2  Interest..........................................................B-1

  2.   Taxes and Duties....................................................B-1

  3.   Inspection and Factory Tests........................................B-2

  4.   Excusable Delay.....................................................B-2

  5.   Compliance with Laws, Codes and Standards...........................B-3

  6.   Changes.............................................................B-3

  7.   Indemnification.....................................................B-4

  8.  Dispute Resolution...................................................B-5

  9.   Proprietary Information.............................................B-6

  10.   Health and Safety Matters..........................................B-6

  11.  Differing Site Conditions; Hazardous Materials......................B-7

  12.   General Clauses....................................................B-9



                                       iv
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                                  CONFIDENTIAL





      This LONG TERM PARTS & LONG TERM SERVICE CONTRACT (the "Contract") is made
      and effective this 24th day of June, 1999 (Effective Date) by and between
      GENERAL ELECTRIC INTERNATIONAL INC., a Delaware corporation ("Seller") and
      TENASKA INC., a Delaware corporation ("Buyer"). (Buyer and Seller are
      referred to individually herein as a "Party" and collectively as the
      "Parties.") Unless otherwise defined, capitalized terms used in this
      Agreement shall have the meaning set forth in Appendix A, Part 1,
      Definitions.)

                                    RECITALS

      Seller is engaged in the business of manufacturing, selling and installing
      various kinds of power plant equipment and parts and providing technical
      advice and maintenance programs in support thereof; and

      Buyer and General Electric Company, an affiliate of Seller, intend to
      enter into a Turbine Purchase Agreement (the "Turbine Purchase
      Agreement"), pursuant to which General Electric Company will manufacture,
      sell and install six gas turbines with associated generators and specified
      auxiliaries, each of which shall be a "Covered Unit" as further defined in
      this Contract.

      Buyer will operate the Covered Units at the Facility.

      Buyer desires to have Seller provide long term parts and services for the
      Covered Units in accordance with the terms of this Contract and Seller has
      agreed to supply such parts and services in accordance with the terms of
      this Contract.

      NOW, THEREFORE, in consideration of the premises to this Agreement, Buyer
      and Seller, intending to be legally bound, agree as follows:

      1.   SELLER SCOPE & SERVICES

      During the term of this Contract, Seller shall perform Planned Maintenance
      and Unplanned Maintenance of the Covered Unit(s), as is more fully
      identified and described in Appendix A, Part 3.

      2.   BUYER RESPONSIBILITIES

      Buyer shall perform, or cause to be performed, Routine Maintenance and
      operate the Covered Unit(s), and supply equipment and services, as is more
      fully described in Appendix A, Part 4.

      3.   PRICE

      Buyer shall pay Seller the price for Planned Maintenance and Unplanned
      Maintenance in accordance with the price and payment terms set forth in
      Appendix A, Part 6.


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                                  CONFIDENTIAL

      4.   COOPERATION

      Seller and the Buyer shall cooperate, as described in this Contract, to
      further the goal of maintaining the Covered Unit(s) to achieve the
      Objectives.

      5.   GOVERNING LAW

      This Contract shall be construed and interpreted in accordance with the
      laws of the State of New York, excluding their conflict of laws provisions
      and the laws of the United States applicable to the transactions set forth
      in this Contract.

      6.   CONTRACT DOCUMENTS

      The following documents shall comprise the Contract and shall together be
      referred to as the "Contract" or the "Contract Documents"

      This Contract Agreement Form (the "Contract Agreement Form")
      Appendix A:  Special Terms and Conditions
      Appendix B:  General Terms and Conditions
      Appendix C:  Planned Maintenance Workscope for the Covered Units
      Appendix D:  GEI 41040F - Fuel Gases for Combustion in Heavy Gas
                   Turbines
      Appendix E:  GEI 41047H - Gas Turbine Liquid Fuel Specification
      Appendix F:  GEK 101944 - Requirements for Water/Steam Purity in
                   Gas Turbines
      Appendix G:  Reserved
      Appendix H:  M&D System Conditions
      Appendix I:  Parts and Services Rates
      Appendix J:  Initial Operational Spare Parts
      Appendix K:  Initial Spare Parts
      Appendix L:  Technical Advisor Responsibilities
      Appendix M:  Redacted Power Purchase Agreement

      7.   CONTRACT TERM

      This Contract shall have a term ("Initial Term") for each Unit expiring
      upon the earlier of (a) completion of the first Major Inspection for such
      Unit or (b) thirty (30) years after the Performance Start Date for such
      Unit, unless Buyer shall elect to extend the term of this Contract for all
      or part of the Units as set forth in Section 8.

      8.   OPTION FOR ADDITIONAL TERMS

      Buyer, at its option, may elect to extend the term of this Contract for
      each Unit individually by delivery of written notice to Seller not later
      than six (6) months prior to the date scheduled for the first Major
      Inspection of such Covered Unit, but in no event shall any such election
      be made more than twenty-four (24) years after the Performance Start Date
      for such Unit. If Buyer makes the election to extend the term of this
      Contract with respect to a Unit, the term shall be extended until the
      completion of the second Major Inspection for such Covered Unit ("Extended
      Term"), but not more than thirty (30) years after the Performance Start
      Date for such Unit, and upon electing an Extended Term for the first Unit,
      Buyer shall purchase from Seller the additional


                                       2
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                                  CONFIDENTIAL

      Initial Spares described in Appendix __ at the prices described in such
      Appendix. In the event that this Contract is scheduled to expire with
      respect to a Covered Unit at the end of the Initial Term or the Extended
      Term, as the case may be, because of the passage of thirty (30) years
      after the Performance Start Date for such Unit and at a time when Buyer
      has not received the first or second Major Inspection for such Covered
      Unit, as applicable, then Buyer shall have the option, to be exercised in
      writing not later than three (3) months prior to the date which is thirty
      (30) years after the Performance Start Date for such Unit, to extend such
      term for such Unit for an additional period ("Final Term") until the
      completion of the next Hot Gas Path Inspection or Major Inspection for
      such Unit, whichever occurs first; provided that if the Final Term expires
      upon the completion of a Hot Gas Path Inspection and the first Major
      Inspection has not yet been completed for such Unit, Buyer shall have the
      option, to be exercised in writing not later than three (3) months prior
      to the completion of the Hot Gas Path Inspection, to extend the Final Term
      for such Unit until the completion of the first Major Inspection for such
      Unit.



      This Long Term Parts & Long Term Services Contract is signed by the
      Parties' authorized representatives on the date first stated above.

      GENERAL ELECTRIC                        TENASKA, INC.
      INTERNATIONAL INC.

      By: /s/_________________________        By: /s/________________________


      Name: Kevin C. Walsh                    Name: Michael C. Lebens

      Title: General Mgr - Operations         Title:  Vice President




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                                  CONFIDENTIAL

                                   APPENDIX A
                          SPECIAL TERMS AND CONDITIONS

      PART 1
      DEFINITIONS

      The following terms shall have the meaning set forth below when used in
      this Contract.

      "Applicable Insurance Policies" means all policies of insurance procured
      or obtained by Seller in accordance with the Contract and the provisions
      of those insurance policies procured or to be procured by Buyer in
      accordance with the Contract, copies of which Buyer has delivered to
      Seller prior to the Performance Start Date for the first Unit or
      thereafter.

      "Applicable Laws" means all laws, statutes, and ordinances, all judgments,
      decrees, injunctions, writs and orders of any court, governmental agency
      or authority applicable to, and all rules, regulations, orders and
      interpretations of any Governmental Instrumentality or other body having
      jurisdiction over, the Facility or the Site, provision of electricity to
      the interconnection points of the utilities designated to receive electric
      power from the Facility, performance of the Services to be performed
      hereunder, or operation of the Facility as may be in effect from time to
      time.

      "Applicable Permits" means all permits obtained by Seller in connection
      with the performance of the Services, and the provisions of those certain
      environmental permits which Buyer is required to comply with in connection
      with the operation of the Facility, copies of which Buyer has delivered to
      Seller prior to the Performance Start Date for the first Unit or
      thereafter.

      "Applicable Warranties" means all warranties received by Buyer, including
      all manufacturers' warranties, in connection with the sale and
      installation of the Covered Units.

      "Assigned Technical Advisor" shall mean Seller's technical advisor
      assigned to Buyer under Part 3.5.

      "Assumptions" shall mean the following operating conditions:

o     Peak Load Operation: None.
o     Fuel:  Natural Gas per the fuel specification attached hereto as Appendix
         D, and Distillate Oil per the liquid fuel specification attached hereto
         as Appendix E.
o     Water:  Per the water specification attached hereto as Appendix F.


                                       A-1
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                                  CONFIDENTIAL

o     Buyer's performance of its obligations in Part 4.
o     Fast Load Starts: None.

      "Assumption Violations" means one or more of the Assumptions has been
      violated pursuant to the following criteria:

o     Peak Load Operation:  in excess of 0 hours per year.
o     Using fuel or water which is not in conformance with the relevant
      specifications or recommendations attached to this Contract as Appendices
      D, E, F and G.

o     Buyer, or any third party engaged by Buyer to perform ongoing operation of
      the Facility, fails to perform any of Buyer's material obligations in Part
      4.
o     Fast Load Starts: in excess of 0 per year.

      "Buyer" means Tenaska, Inc., a Delaware corporation and its permitted
      successors and assigns.

      "Contract Price" means the total price to be paid by Buyer to Seller under
      this Contract.

      "Covered Unit(s)" means Buyer's Unit(s) identified in Part 2 which are
      located at the Facility.

      "Engineering Study/Inspection/Test" means any system design and/or
      analysis of equipment or systems to be performed by Seller using
      competent, experienced personnel using special techniques, instruments or
      devices with the objective of reporting opinions or recommendations
      related to the current condition and future serviceability of the
      equipment or system.

      "Excusable Delay" means any excusable event described in Appendix B,
      Article 4.1.

      "Extended Term" has the meaning set forth in Section 8 of this Contract.

      "Extra Work" means any workscope which Seller performs under Part 3.4.

      "Facility" means the plant, station or facility in which the Covered
      Unit(s) is located.

      "Final Term" has the meaning set forth in Section 8 of this Contract.

      "Good Turbine Practice" means those practices, methods, techniques and
      standards, as changed from time to time, that are generally accepted in
      the maintenance and repair of gas turbines of similar size, service,
      design life and type as the Covered Units, in an efficient, reliable and
      economical manner, as required by Applicable Laws and Applicable
      Warranties and as required for the safety of persons and property. Good
      Turbine Practice is not intended to be limited to the optimum practices or
      methods to the exclusion of all others, but rather to be a spectrum of
      reasonable and prudent practices and


                                      A-2
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                                  CONFIDENTIAL

      methods. In applying the standard to any matter under this Contract,
      equitable consideration should be given to the circumstances, requirements
      and obligations of each of the Parties.

      "Governmental Instrumentality" means any governmental authority, agency or
      court (federal, state, county, municipal, local or other) that has lawful
      jurisdiction over the Facility, the Site, or the Services or any part
      thereof.

      "Hot Gas Path Inspection" means an inspection of a Covered Unit (including
      the repair or replacement of necessary Parts and the performance of
      necessary Services), which is recommended by the manufacturer to be
      performed at approximately 800 and 1600 Factored Starts for the Unit and
      at approximately 800 and 1600 Factored Fired Starts after a Major
      Inspection for the Unit as further defined in the Appendix C to this
      Contract and is one type of Planned Maintenance.

      "Initial Spare Parts" means the initial supply of Parts which Seller will
      deliver to Buyer under Part 3.7 as specifically identified in Appendix K.

      "Initial Operational Spare Parts" means the initial supply of operational
      spare parts which Seller will deliver to Buyer under Part 3.8 as
      specifically identified in Appendix J.

      "Initial Term" has the meaning set forth in Section 7 of this Contract.

      "In-service Failure" means the collapse or breaking of a component of a
      Covered Unit so that such component can no longer fulfill its purpose and
      shall not include wear and tear of a component even if such wear and tear
      is considered abnormal.

      "Insolvent" means that:
      (i) a Party makes an assignment for the benefit of creditors, or petitions
      or applies for or arranges for the appointment of a trustee, liquidator or
      receiver, or commences any proceeding relating to itself under any
      bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
      dissolution or liquidation or similar law of the country under which the
      insolvent Party is organized, now or hereafter in effect (collectively
      "Bankruptcy Laws"), or shall be adjudicated bankrupt or insolvent in such
      country; or (ii) a Party gives its approval of, consent to or acquiescence
      in any of the following: the filing of a petition or application for the
      appointment of a trustee, liquidator or receiver against that Party; the
      commencement of any proceeding under any Bankruptcy Laws against that
      Party; or the entry of an order appointing any trustee, liquidator or
      receiver.

      "Major Inspection" means a comprehensive inspection of a Covered Unit
      (including the repair or replacement of necessary Parts and the
      performance of necessary Services), which is recommended by the
      manufacturer to be performed at intervals of approximately 2400 Factored
      Starts for the Unit, as further defined in the Appendix C to this Contract
      and is one type of Planned Maintenance.


                                      A-3
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                                  CONFIDENTIAL

      "Non-Scope Items" means the parts and components outside the Covered
      Unit(s).

      "Objectives" means the following objectives of both Buyer and Seller in
      performing their obligations under this Contract:

o     maximizing the capability of the Covered Units to operate in a revenue
      earning capacity under the Power Purchase Agreement at the originally
      designed output and heat rates, subject to normal degradation;

o     minimizing Outage Time and optimizing the Outage Interval with the longest
      achievable safe interval; and

o     minimizing the possibility of Unplanned Maintenance.

      "Operational Spares" means spare parts identified in Appendix C which
      Buyer is responsible to maintain at the Site.

      "Outage" means removal of a Covered Unit from electric or power generation
      service.

      "Outage Interval" means the period of time between Outages.

      "Outage Time" means the duration of an Outage.

      "Parts" means new, repaired or refurbished parts, equipment, materials,
      supplies, components and other goods furnished by Seller, or its
      subcontractors or suppliers under this Contract, for the Covered Units and
      includes the Initial Spare Parts.

      "Performance Start Date" means, for a Covered Unit, the date on which
      Substantial Completion is achieved for such Unit.

      "Planned Maintenance" means, with respect to the Covered Units, periodic
      inspection, testing, repair, and/or overhaul and/or replacement of
      components specified in Appendix C in accordance with the equipment
      manufacturers' and/or designers' recommendations and/or Prudent Electrical
      Practices, whenever the need for such arises, but not to include Services
      performed or Parts provided in the following circumstances:

      (i)    to remedy the In-Service Failure of a component of a Covered Unit
      discovered during monitoring of the Covered Unit, during an Outage, or
      during Routine Maintenance of a Covered Unit, provided that an In-service
      Failure of a component of a Covered Unit which is discovered during a
      Planned Maintenance Outage and would normally be repaired or replaced as a
      part of a Planned Maintenance shall be repaired or replaced as a part of
      such Planned Maintenance, excluding any collateral damage caused by such
      In-Service Failure which shall be treated as Unplanned Maintenance;
      (ii)   to remedy damage to the Covered Units arising from Excusable Delay;


                                      A-4
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                                  CONFIDENTIAL

      (iii)  to remedy damage to the Covered Unit as a result of the improper
      operation of other equipment which adversely affects the Covered Units;
      and
      (iv)   to remedy damage to the Covered Units arising from Assumption
      Violations.


Subject to the intentions of the parties regarding the possible performance of
Planned Maintenance during an Unplanned Maintenance, as set forth in Part 3.3,
Planned Maintenance, Unplanned Maintenance, Routine Maintenance and Extra Work
are mutually exclusive terms and any work defined as included in one of these
categories shall not at the same time be considered to be
included in any of the three other categories.

"Power Purchase Agreement" means that certain agreement which Buyer, or an
affiliate of Buyer, intends to enter into with a third party ("Power Customer")
for the sale of power from the Facility, a redacted copy of which will be
delivered to Seller within thirty (30) days after execution of such Power
Purchase Agreement by Buyer or an affiliate of Buyer. Upon delivery of such
redacted copy of the Power Purchase Agreement to Seller it will automatically
and without further action constitute Appendix M to this Contract.

"Prudent Electric Practice" means any of the practices, methods and acts engaged
in or approved by a significant portion of the independent power industry from
time to time or any of the practices, methods and acts which, in the exercise of
reasonable judgment in light of the facts known (or which should have been
known) at the time the decision was made, would have been expected to accomplish
the desired results at the lowest reasonable cost consistent with good business
practices, taking into account (without limitation) such factors as reliability,
safety and expedition. Prudent Electric Practice is not intended to be limited
to the optimum practice, method or act to the exclusion of all others, but
rather to be a spectrum of possible practices, methods or acts having due regard
for, among other things, manufacturers' warranties and other contractual
obligations, the requirements or guidance of governmental agencies of competent
jurisdiction, requirements of insurers, and the requirements of this Contract.
In applying the standard to any matter under this Contract, equitable
consideration should be given to the circumstances, requirements and obligations
of each of the Parties.

"Routine Maintenance" means minor maintenance of a preventive or repair nature,
that is performed periodically by Buyer or a third party retained by Buyer, to
maintain equipment in working order on a day-to-day basis without the need for
an Outage, including but not limited to daily operator inspection, lubrication,
calibration, adjustment, minor leak repair, provision of fluids, greases, and
resins, cleaning, purchasing and restocking of Operational Spares, filters
(including inlet air filters), strainers and cartridges, maintenance or
replacement of sensors, fuses, thermocouples, gauges, switches, and light bulbs,
and other similar preventive, routine or minor work.


                                      A-5
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                                  CONFIDENTIAL

"Services" means such planning, management, Technical Advisory Services, Repair
Services, Engineering Study/Inspection/Test, labor and tools necessary to
install the Parts and to disassemble, assemble, modify, repair, start-up and/or
maintain the Covered Units, in connection with Planned Maintenance and Unplanned
Maintenance which Seller is required to provide under Appendix C and Extra Work.
The definition of Services does not include the supply of labor for which Buyer
is responsible under Part 4 and Appendix C. All Services will be performed by
Seller in accordance with Good Turbine Practices.

"Site" means the real property upon which the Facility is located.

"Substantial Completion" of a Unit shall mean the achievement by such Unit of
each of the Liquidated Damage Performance Guarantees, Performance Guarantees,
Demonstration Test Requirements and the Availability Test Requirements, as
defined in and in accordance with the terms of the Turbine Purchase Agreement or
Buyer's written waiver of such guarantee or requirement, whichever occurs first.

"Technical Advisory Services" or "Field Engineering Services" means technical
advice and counsel from Technical Advisors or Field Engineers provided by Seller
based on Seller's current engineering, manufacturing, installation and operation
practices as applicable to the Covered Units and the Parts. To the extent
specified in this Contract, such services may also include testing, adjustment,
programming and other similar services. Unless otherwise specified in this
Contract, "Technical Advisory Services" / "Field Engineering Services" do not
include supervision or management of Buyer's employees, agents, or other
contractors.

"Unit"  means one gas turbine  with its  associated  generator  and  specified
auxiliaries.

"Unplanned Maintenance" means maintenance other than Planned Maintenance,
Routine Maintenance and Extra Work, including Services performed by Seller and
Parts supplied by Seller in the following circumstances:

(i)   to remedy  the  In-Service  Failure  of a  component  of a Covered  Unit
      discovered  during  monitoring of the Covered Unit, during an Outage, or
      during  Routine   Maintenance  of  a  Covered  Unit,  provided  that  an
      In-service  Failure of a component of a Covered Unit which is discovered
      during a Planned  Maintenance  Outage and would  normally be repaired or
      replaced  as a part  of a  Planned  Maintenance  shall  be  repaired  or
      replaced  as  a  part  of  such  Planned   Maintenance,   excluding  any
      collateral  damage  caused by such  In-Service  Failure  which  shall be
      treated as Unplanned Maintenance;
(ii)  to remedy damage to the Covered Units arising from Excusable Delay;
(iii) to remedy damage to the Covered Unit as a result of the improper
      operation of other equipment which adversely  affects the Covered Units;
      and
(iv)  to remedy damage to the Covered Units arising from Assumption Violations.



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PART 2
COVERED UNIT(S)

2.1  COVERED UNITS

The Covered Units which are included within this Contract are:

Six (6) PG7241FA gas turbine-generator units, as referenced in General Electric
IPS No. 80905 and the associated auxiliary systems listed below in Part 2.2.

2.2  ASSOCIATED AUXILIARY SYSTEMS

1.    Accessory Module
2.    Water Injection Forwarding Skid
3.    Gas Fuel Skid
4.    Compressor Water Wash Skid
5.    Liquid Fuel Forwarding Skid
6.    Interconnection Module
7.    Air Process Skid
8.    Packaged Electrical Control Cab
9.    MK V Control System
10.   Gas Turbine CO2 Fire Protection



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      PART 3
      SELLER PARTS AND SERVICES SCOPE

      3.1   SELLER'S SCOPE OF WORK.
      Seller's Scope of Work under this Contract shall include the following
      matters:

o     Planned Maintenance in accordance with the terms of Part 3.2;
o     Unplanned Maintenance in accordance with the terms of Part 3.3;
o     Extra Work, as mutually  agreed,  in  accordance  with the terms of Part
      3.4;
o     An Assigned Technical Advisor in accordance with the terms of Part 3.5;
o     Monitoring and Diagnostics in accordance with the terms of Part 3.6;
o     Initial Spare Parts in accordance with the terms of Part 3.7;
o     Initial  Operational  Spare Parts in  accordance  with the terms of Part
      3.8;
o     Heavy duty crane in accordance with the terms of Part 3.9.

      3.2  PLANNED MAINTENANCE.
      From the Performance Start Date for a Unit through the term of this
      Contract for such Unit, Seller shall provide Parts and Services necessary
      for the Planned Maintenance of the Covered Unit. The scope of Planned
      Maintenance for the Covered Units is set forth in Appendix C.

      At mutually agreed times, Seller's representatives and Buyer's
      representatives shall meet to discuss maintenance planning and related
      Outages for the following calendar year. The scheduling of Planned
      Maintenance inspections and related Outages will be performed so as to
      best achieve the Objectives. Seller shall obtain the consent of Buyer
      prior to the commencement of each Planned Maintenance inspection, which
      shall be timed and conducted so as not to unreasonably interfere with
      Buyer's operation the Facility to maximize revenue under the Power
      Purchase Agreement. In the event that Buyer, in its sole determination,
      elects to request, pursuant to Section 5.01(b) of the Power Purchase
      Agreement, payment for additional reasonable costs incurred as a result of
      a request by Power Customer for an earlier Outage than recommended by
      Buyer to Power Customer, Seller shall provide an itemized summary of
      additional costs which would be incurred by Seller as a result of such
      earlier Outage. Buyer will submit the summary , along with any other
      appropriate costs, to Power Customer. Buyer shall reimburse Seller, but
      only to the extent that Buyer receives reimbursement from Power Customer,
      for Seller's costs. Once commenced, a Planned Maintenance inspection shall
      be continuously performed and completed without delay. If Buyer materially
      delays the beginning of a Planned Maintenance inspection beyond the
      service intervals recommended by Seller, Buyer shall be responsible for
      any additional direct costs reasonably incurred by Seller, including any
      payments arising under Part 11, as a result of such delay. In performing
      Planned Maintenance Seller shall, at no additional cost to Buyer, to the
      extent reasonably possible without incurring significant additional costs,
      utilize those technologies, materials and methods which may be developed
      subsequent to the date of this Contract which would enhance the
      satisfaction of the Objectives. Seller shall apprise Buyer of the
      utilization of


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      such technologies, materials and methods prior to such use. Seller shall
      be responsible for the use of such technologies, materials and methods
      pursuant to the terms of this Contract.

      Inspection intervals and the Planned Maintenance program will be adjusted
      in accordance with Seller's or the manufacturer's reasonable
      recommendations to account for variations in the operation of the Covered
      Units. Planned Maintenance intervals will be adjusted if diagnostics or
      monitoring indicates the need for performance of Planned Maintenance
      earlier or later than anticipated. When Buyer and Seller have agreed that
      a Planned Maintenance inspection will be performed during a given time
      period, detailed scheduling of the inspection work scopes will be proposed
      by Seller at a pre-Outage meeting approximately six (6) months prior to
      the anticipated start of that Planned Maintenance inspection. A
      post-Outage meeting will be scheduled after completion of each Planned
      Maintenance inspection for presentation and discussion of the inspection
      reports.

      3.3   UNPLANNED MAINTENANCE.
      From the Performance Start Date for each Unit through the term of this
      Contract for such Unit, Seller shall provide Parts and Services for
      Unplanned Maintenance of the Covered Unit, provided that Buyer or third
      parties retained by Buyer (including the operations and maintenance
      contractor) shall not be precluded from the performance of Unplanned
      Maintenance such as the installation of Operational Spares or the repair
      or replacement of components not normally anticipated to be repaired or
      replaced as a part of Planned Maintenance if such action by Buyer or third
      parties retained by Buyer would substantially reduce the Outage interval
      and would be performed under the technical supervision of Seller. It is
      understood that the warranties set forth in Part 7.1 shall not apply to
      services performed by Buyer or third parties retained by Buyer. If the
      Covered Units require Unplanned Maintenance during the term of this
      Contract, Buyer shall promptly notify Seller's Assigned Technical Advisor
      in writing and as soon as reasonably possible make the Covered Units
      available to Seller. Seller shall perform Unplanned Maintenance to correct
      any defect by (i) performing necessary Services, (ii) repairing and
      re-installing defective components of the Covered Units and/or (iii)
      delivering necessary replacement Parts in accordance with Part 5.1.1 and
      installing such Parts. In connection with the performance of any Unplanned
      Maintenance, Seller and Buyer shall mutually agree upon the Parts, Repairs
      and Services which are to be provided. Whenever reasonably possible
      Unplanned Maintenance shall be handled and treated by Seller and Buyer as
      a Planned Maintenance inspection and Seller shall use its reasonable best
      efforts to provide Parts, Services and Repairs as a part of such
      inspection. If it is reasonably possible, as a part of an Unplanned
      Maintenance, that a Planned Maintenance inspection can be completed, and
      permanently eliminated, not just postponed, Buyer shall only be
      responsible for the payment of charges for Extra Work, overtime beyond
      that anticipated in the Planned Maintenance, expediting fees, additional
      costs incurred due to the lack of ability to plan, and for any Parts,
      repairs and Services which are beyond the workscope of such Planned
      Maintenance inspection.


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      Buyer shall, at Buyer's cost make the affected components of the Covered
      Units available to Seller at the Site if such components are reasonably
      capable of being repaired at the Site, or at the Repair Facilities in
      accordance with Part 5.4 if Seller reasonably determines that such repair
      cannot be made at the Site. Seller shall not be responsible for removal or
      replacement of systems, structures or other parts of Buyer's Facility. All
      decontamination work arising as a result of the contamination of any
      Covered Unit(s) by Hazardous Materials (other than contamination caused by
      Seller or its agents) shall be performed by Buyer, at Buyer's expense.

      Seller shall be notified of and may be represented at all tests performed
      by Buyer that may be made regarding Services performed under this
      Agreement.

      3.4  EXTRA WORK.
      Extra Work shall mean Parts provided and Services performed by Seller,
      which are provided, as mutually agreed upon by Buyer and Seller to (a)
      repair or replace Non-Scope Items or (b) perform conversion, modifications
      and uprates. Extra Work shall be performed at Seller's Parts and Services
      prices, rates and terms in effect at the time of the performance of the
      Extra Work, unless otherwise specifically agreed in writing prior to
      beginning such Extra Work. Buyer shall be under no obligation to use
      Seller for the performance of Extra Work.

      3.5  ASSIGNED TECHNICAL ADVISOR.
      From the Performance Start Date for a Unit through the term of this
      Contract for such Unit, at no additional charge to Buyer, Seller shall
      provide an assigned Technical Advisor for the Site who shall coordinate
      Planned Maintenance and Unplanned Maintenance on such Unit with Buyer and
      make periodic (at least monthly) Site visits. Seller shall provide
      adequate backup personnel to perform the duties of the Technical Advisor
      without material delay when the assigned individual is temporarily
      unavailable. The workscope for the Assigned Technical Advisor is set forth
      in Appendix L of this Contract.

      3.6  MONITORING AND DIAGNOSTICS SYSTEMS.
      During the term of this Contract, at no additional charge to Buyer, Seller
      shall utilize Seller's M&D System to monitor the Covered Units in
      accordance with the terms of Appendix H. Monitoring and Diagnostics System
      ("M&D System") means a system used by Seller for monitoring and
      diagnostics of turbine-generator equipment, consisting of hardware,
      software, and the Power Answer Center (by whatever designation) providing
      real time monitoring, communication, and assessment of equipment
      condition, problem reporting, and corrective action recommendations.

      3.7  INITIAL SPARE PARTS.
      Seller shall provide the Initial Spare Parts listed in Appendix K, FOB at
      Buyer's Facility.

      3.8  INITIAL OPERATIONAL SPARE PARTS.


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      Seller shall provide the Initial Operational Spare Parts listed in
      Appendix J, FOB at Buyer's Facility.

      3.9 HEAVY DUTY CRANE. At the pre-Outage meeting held prior to each Planned
      Maintenance and as soon as possible prior to commencement of any Unplanned
      Maintenance, Buyer shall notify Seller if Buyer desires to have Seller
      provide any cranes which are to be used in connection with such
      maintenance. Any cranes which Seller is requested to supply shall be
      provided by Seller and operated during such maintenance under the control
      and direction of Seller. Buyer shall pay to Seller, as an additional
      charge for such crane, Seller's direct out of pocket cost for leasing such
      crane plus an additional amount of ten percent (10%). In obtaining any
      cranes for use under this Contract, Seller shall obtain competitive bids
      in order to assure that such cranes are provided at a reasonable cost.
      Seller shall be responsible for all actions associated with the use of the
      crane under this Agreement. Any charge for cranes which relates to Planned
      Maintenance will be invoiced as one lump sum amount. Seller will provide
      crane services complete with a crane operator.

      3.10 INFORMATION ON TECHNICAL ISSUES. During the term of this Contract,
      Seller shall promptly notify Buyer, in writing, of the discovery by Seller
      of any maintenance or reliability issues or problems with the Covered
      Units which could materially adversely affect the availability or
      performance of the Covered Units, and shall, as soon as they become
      available, provide Buyer with copies of any technical materials published
      by Seller relating to the correction of such issues or problems.



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PART 4
BUYER RESPONSIBILITIES

      4.1  GENERAL.
      Buyer shall perform Routine Maintenance and operate the Covered Units and
      the Facility using the proper lubricants, fuel and water which comply with
      the attached specifications, all in accordance with the manufacturers'
      and/or designers' recommendations and Prudent Electrical Practices. Buyer
      shall fulfill all of Buyer's responsibilities and obligations under this
      Contract on a timely basis to meet the requirements of this Contract.

      4.2  SITE OBLIGATIONS
      During the term of this Contract, Buyer shall provide, and/or insure the
      availability of, in a timely manner, the following, at no cost to Seller:

      1. Buyer's designated representative(s) to consult and coordinate with
      Seller's personnel on matters related to Seller's scope of work described
      in Part 3, including, but not limited to:

      (i) advance planning, scheduling and performance of Planned Maintenance
      starting with a pre-Outage meeting approximately six (6) months prior to
      the start of each inspection, during which time previous inspection
      results will be reviewed with Seller's representatives, (ii) post Outage
      meetings within one month of the end of each Planned Maintenance
      inspection and (iii) coordinating operator activities with Seller during
      periods of Planned Maintenance and Unplanned Maintenance.

      Buyer's representative will be available, by telephone or in person, to
      such an extent as not to unreasonably delay performance of Seller's scope
      of work and shall have the authority to make Buyer's warehousing and shop
      facilities available to Seller's personnel. Buyer's representative shall
      have the responsibility of coordinating activities between Seller and
      other contractors at the Facility which are not under Seller's control.

      2. Seller's personnel shall be afforded prompt access to the Buyer
      warehousing and shop facilities, on an as available basis, as necessary
      for the successful completion of Seller's scope of work. Buyer shall also
      assure free ingress and egress from the Facility for all authorized or
      required Seller personnel.

      3. Buyer shall render such operator level support as may be reasonably
      required by Seller in the performance of Seller's obligations, such as:

o     making the Covered Unit(s) available for performance of Seller's Planned
      Maintenance and Unplanned Maintenance obligations and otherwise assisting
      Seller in pre-job activities and mobilization,


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o     taking such emergency measures at the direction of Seller's Assigned
      Technical Advisor as are reasonably appropriate, in accordance with
      Prudent Electric Practice, to minimize damage which may result in or from
      the In-service Failure of a component,
o     directing its instrument technicians to remove and install electrical
      components and instruments at the direction of Seller's Assigned Technical
      advisor;
o     performing instrumentation calibrations.

      4. Any special tools which were supplied with the Covered Units.

      5. Operational Spares, parts (other than Parts Seller is required to
      provide under this Contract) required to perform Routine Maintenance,
      Planned Maintenance and Unplanned Maintenance; miscellaneous materials
      (e.g., bolts, nuts, gaskets, steel plates, consumables (other than
      inspection consumables provided by Seller pursuant to Appendix I),
      lubricants, hydraulic oil, etc.) required to perform Routine Maintenance
      and Unplanned Maintenance.

      Buyer shall maintain Operational Spare Parts at the Site during the term
      of this Contract.

      6. Compressed air and all Site utilities in the amounts, pressures,
      voltages, etc. required to operate the Covered Units and perform Planned
      Maintenance, Unplanned Maintenance and Routine Maintenance, including
      adequate lighting for night shift work.

      7. Fuel Monitoring, including maintenance of fuel records, and the
      provision of fuel meeting the fuel specification, including any fuel
      necessary for any testing of the Covered Units

      8. Such warehouse storage space and facilities, as are available at the
      Site, and as is reasonably appropriate to enable Seller to store Parts at
      the Site prior to delivery to Buyer for installation in the Covered Units.
      Such warehouse storage space shall be secured and protected from adverse
      climate as Seller may reasonably require. Buyer shall be responsible for
      risk of loss of Seller's Parts while in storage at the Site. Buyer shall
      maintain Seller's Parts stored at the Site free and clear of any and all
      liens of Buyer and Buyer's lenders, bondholders, contractors and other
      creditors of any nature. Buyer shall allow Seller free access to the Parts
      and shall provide loading, off-loading and handling of Parts being
      received from or shipped to Seller.

      9. All technical information, equipment manuals and drawings related to
      the Facility for the use of Seller's personnel, and reasonable access to
      all applicable operation and maintenance records maintained by Buyer
      related to the Covered Units or the Facility.

      10. Access to space next to the Covered Units for lay down, inspection
      and/or repairs of Parts.


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      11. Any necessary authorizations, exemptions, permits and licenses
      required to lawfully operate and maintain the Facility.

      12. Appropriate safety instruction and safety programs described in
      Appendix B, Article 10.2.

      13. Climate-controlled and secure office space of approximately 120 square
      feet, adjacent to the work area at the Site including washroom and toilet
      facilities.

      14. Debris and waste material collection facilities at a mutually agreed
      location at the Site. Waste and debris collected by Seller shall be
      disposed of by Buyer.

      15. Utilities such as water, fuel, and electricity, at the Buyer's
      expense.



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      PART 5
      DELIVERY, TITLE TRANSFER,  INVENTORY UTILIZATION

      5.1  DELIVERY

      Seller shall be responsible for delivery of all Parts to Buyer's Facility.
      Risk of Loss for Initial Spare Parts shall pass from Seller to Buyer upon
      delivery to Buyer's Facility.

      5.2  PASSAGE OF TITLE.

      Title to Initial Spare Parts and Initial Operating Spares shall pass upon
      shipment FOB Seller's factory or warehouse, or in the event the Buyer's
      facility is not ready to receive such parts when they are shipped to the
      storage facility designated by Buyer.

      Title to Parts (other than the Initial Spare Parts and Initial Operating
      Spares) shall pass from Seller to Buyer when the Part is installed in the
      Covered Units. Title to other work in progress, including installation
      services, shall pass to Buyer as performed by Seller under this Contract.

      Seller shall have the right to take possession of and remove from the Site
      any parts or components of the Covered Units which have been replaced with
      Parts pursuant to Planned Maintenance, provided that Buyer shall have the
      right to inspect and examine such parts or components prior to such parts
      or components being removed from the Site. Buyer warrants good title to
      such parts which shall transfer to Seller upon removal from the site.

      Upon termination of this Agreement, Seller shall have the right to remove
      any Parts remaining at the Site unless title to such Parts has passed to
      Buyer as provided in this Part 5.2.

      5.3  INVENTORY UTILIZATION

      Buyer shall permit Seller to utilize the Initial Spare Parts in the
      performance of this Agreement at no charge to Seller.

      5.4  REPAIR SERVICES LOGISTICS

      1) Buyer shall be responsible for all actions and costs related to packing
      and crating the components of the Covered Units for shipment from the Site
      to Seller's Repair Facilities and for unpacking and uncrating the
      components of the Covered Units upon return to Buyer's Facility. Seller
      shall bear all transportation costs related to shipment of the components
      of the Covered Units to and from the Site and Seller's Repair Facility.
      Notwithstanding any other provisions in the Contract, Buyer shall bear
      risk of loss and related insurance costs for the components of the Covered
      Units while in transit to or


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                                  CONFIDENTIAL

      from the Repair Facilities. Seller shall bear risk of loss and related
      insurance costs for the components while at the Repair Facilities.

      2) Subject to Seller's lien rights under the Contract or arising under the
      law, title and right of possession of the components of the Covered Units
      shall remain with Buyer. All scrap and used parts and components which
      have been replaced during Repair Services made at the Repair Facilities
      shall be the property of Seller.



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      PART 6
      PRICE AND PAYMENT TERMS
      As full compensation for all Parts and Services supplied in connection
      with Planned Maintenance, Buyer shall make the payments set forth in Parts
      6.1 and 6.2 of this Contract, as adjusted in accordance with this
      Contract.

      6.1  MOBILIZATION PAYMENT.
      Within thirty days after January 1, 2001, or such later date as Buyer
      shall reasonably designate (based upon a delayed completion of the initial
      Units), Buyer shall pay Seller a mobilization payment of One Hundred Ten
      Thousand Dollars ($110,000). This price is in 2001 US dollars and will be
      escalated in accordance with Part 6.3. If Buyer delays the mobilization
      payment because the initial Units will not be completed as initially
      scheduled, Buyer shall make the mobilization payment as near as possible
      to six (6) months prior to completion of the first Unit. Seller shall not
      be required to commence mobilizing until the mobilization payment is
      received by Seller.

      6.2.  PERIODIC PAYMENTS.

      6.2.1  Monthly Payments.

      During the term of this Contract, Buyer shall make monthly payments of
      [ * ] per Covered Unit for each calendar month beginning with the
      calendar month in which the Performance Start Date for such Unit occurs
      and ending with the calendar month in which a Unit is no longer covered
      under this Contract. Payment shall be due on the twentieth (20th)
      calendar day of each month for the prior calendar month. The first
      monthly payment due under this Contract for a Covered Unit shall be
      prorated by multiplying [ * ] by a fraction, the numerator of which is
      the number of days in such calendar month after the Performance Start
      Date for such Unit, including the Performance Start Date as the first
      day and the denominator of which is the number of days in such calendar
      month. The last monthly payment due for a Covered Unit under this
      Contract shall be prorated by multiplying [ * ] by a fraction, the
      numerator of which is the number of days in such calendar month before
      the termination of coverage for a Unit under this Contract, including
      the date of termination as the last day and the denominator of which is
      the number of days in such calendar month. This price is in 2001 US
      dollars and will be escalated in accordance with Part 6.3. Invoices
      prepared by Seller for monthly payments under this Part 6.2.1 shall
      indicate that the charge is for Planned Maintenance.

      6.2.2  Factored Fired Hours Adjustment
      At the end of each Calendar Year the number of Factored Fired Hours per
      Factored Start will be calculated and an additional charge will be made if
      Factored Fired Hours are in excess of sixteen (16) Factored Fired Hours
      per Factored Start. The calculation for Factored Fired Hours is:


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      [ * ]

      6.2.3 FACTORED STARTS ADJUSTMENT
      At the end of each calendar Month an additional charge will be determined
      based upon the number of Factored Starts which have occurred on all
      Covered Units during such calendar Month; provided that there shall be no
      charge for the first twenty-four (24) Factored Starts per Covered Unit in
      each calendar Year; and further provided that for any Unit which is
      covered by this Contract for a period of less than a full calendar Year,
      the number of Factored Starts for which no payment is due shall be reduced
      by multiplying twenty-four (24) by a fraction, the denominator or which is
      the number of days in such calendar year during which such Unit was
      covered under this Contract and the numerator of which is 365.

      [ * ]


      The calculation of Factored Starts is:

      Factored Starts = (0.5NA + NB + Trip Adjustment)
      NA = Number of Part Load Start/ Stop Cycles in the Contract Year ((less
      than) 60% Load)
      NB = Number of Normal Base Load Start/Stop Cycles in the Contract Year
      For each Trip in the Contract Year not caused by a malfunction of a
      Covered Unit, a number of Starts will be added as determined from Figure 1
      to this Contract based upon the load on the Unit at the time of the Trip.
      For each Trip in the Contract Year caused by a malfunction of a Covered
      Unit, a number of Starts will be added as determined by multiplying the
      value from Figure 1 to this Contract based upon the load on the Unit at
      the time of the Trip by 0.625 (5/8).



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[CHART]

                                    Figure 1

      For the purpose of this Part 6.2.2, a "Start" is the commencement of
      firing and operation of a Covered Unit; provided that an aborted start in
      which the Unit has not been synchronized to the grid will not be counted
      as a Start.

      6.2.4 UNPLANNED MAINTENANCE ADJUSTMENT
      In the event that Buyer is responsible, pursuant to Part 6.4, for the
      payment of charges for Parts, Repairs or Services arising out of Unplanned
      Maintenance, which Parts, Repairs or Services would be within Seller's
      Workscope if such Parts, Repairs or Services were provided by Seller
      during Planned Maintenance, then Seller shall provide a credit to Buyer if
      the need to provide such Parts, Repairs or Services is permanently
      eliminated, not just postponed, because Parts, Repairs or Services to be
      provided during such Planned Maintenance event were provided during an
      Unplanned Maintenance event for which the Buyer has paid Seller in
      accordance with Part 6.4. Parts, Repairs or Services shall be considered
      permanently eliminated if, at the time of consideration, it reasonably
      appears that as a result of the installation of such Part, or the
      performance of such Repair or Service in an Unplanned Maintenance, Seller
      will, during the term of the Contract, be required to supply such Part one
      less time or to perform such Service or Repair, one less time, than was
      reasonably anticipated. Seller will provide a credit to the Buyer for that
      portion of the price paid for the Unplanned Maintenance event which
      corresponds to the Parts, Repairs and Services permanently eliminated, not
      just postponed. Such credit will be given and effective upon mutual
      agreement after the time the Planned Maintenance would have otherwise
      occurred, when both parties can reasonably determine that the Parts,
      Repairs or Services were in fact permanently eliminated, and not just
      postponed, and will be applied against subsequent Monthly Payments under
      Section 6.2.1, until fully used. Any charges for Parts, Repairs or
      Services provided during Unplanned Maintenance which are subject to the
      above credit will be correctly categorized as Planned


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      Maintenance for tax purposes on the applicable invoice. If it is
      subsequently determined that the Parts, Repairs or Services which had been
      credited against Unplanned Maintenance, were only postponed and not
      actually eliminated, then the additional Parts, Repairs or Services will
      be provided to Buyer and treated as Unplanned Maintenance. No credit will
      be given for overtime beyond that anticipated in the Planned Maintenance,
      expediting fees, or any additional costs incurred due to lack of ability
      to plan.

      6.3 ESCALATION.
      For all payments and adjusting credits or charges due after February 1,
      2002, and continuing through January 31, 2011, the amount of such payment,
      credit or charge shall be adjusted upward by the Fixed Escalation
      Percentage. The Fixed Escalation Percentage shall be an increase of three
      percent (3%) per year, applied to the prices applicable for the preceding
      twelve (12) month period, beginning on February 1, 2002 and such annual
      increases shall continue to be applied for each comparable twelve (12)
      month period thereafter through January 31, 2011.

      For all payments, charges and credits due on or after February 1, 2011,
      and continuing through the remaining term of this Contract, the amount of
      such payments, credits or charges shall be adjusted upward or downward
      annually effective February 1 of each year using the Calculated Escalation
      Percentage. The Calculated Escalation Percentage shall be determined
      annually in each January and multiplied by the prices applicable during
      the twelve (12) month period from February 1, 2010 through January 31,
      2011 ("Revised Base Prices") to determine the increase or decrease from
      the Revised Base Prices to be used during the twelve (12) calendar months
      immediately following such January, (or such period of less that twelve
      (12) months for the period immediately preceding any termination) during
      the remaining term of this Contract (so that, for example, all payments,
      credits and charges due from February 1, 2014, through January 31, 2015
      shall be increased or decreased from the Revised Base Prices by an amount
      equal to the Calculated Escalation Percentage determined in January 2014
      multiplied by the Revised Base Prices.) The Calculated Escalation
      Percentage shall be calculated to reflect changes in indexes described
      herein, as follows: (a) 40% of the Calculated Escalation Percentage shall
      be an amount equal to the percentage by which the "Materials Index" for
      the month in which the adjustment is made is greater or less than the
      "Base Materials Index;" (b) 60% of the Calculated Escalation Percentage
      shall be an amount equal to the percentage by which the "US Labor Index"
      for the calendar quarter in which the adjustment is made is greater or
      less than the "Base US Labor Index."

      For the purpose of this provision, the following definitions apply: (a)
      the Materials Index shall be that index identified as PPI 10-17 (Steel
      Mill Products) determined and reported monthly by the Bureau of Labor
      Statistics of the U.S. Department of Labor and the Base Materials Index
      shall be the value of such index for January 2011; (b) The US Labor Index
      shall be that index identified as Employment Cost Index for Private
      Industry Workers (Wages and Salaries) (Non-Seasonally Adjusted) determined
      and reported quarterly by the Bureau of Labor Statistics of the U.S.
      Department of Labor and the Base


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      US Labor Index shall be the value of such index for the last calendar
      quarter of 2010. Should the specified indices be discontinued, proper
      indices shall be substituted by mutual agreement of the Parties. The US
      Labor Index and Materials Index shall be determined to the nearest second
      decimal place. The percentage changes from the base indices shall be
      calculated to the nearest one-tenth of one percent.

      6.4 UNPLANNED MAINTENANCE.
      As full compensation for Parts, Repairs and Services provided as a part of
      Unplanned Maintenance, Buyer shall pay Seller at the price rates listed in
      Appendix I (subject to escalation as provided in Appendix A, Part 6.3)
      with the following discounts:
o     Parts: [ * ] discount from those listed in Appendix I
o     Repairs: [ * ] discount from those listed in Appendix I
o     Services: [ * ] discount from those listed in Appendix I
      Seller shall submit invoices for Parts supplied as Unplanned Maintenance
      upon delivery of such Parts and shall submit invoices for Services and
      Repairs supplied as a part of Unplanned Maintenance upon completion of the
      Unplanned Maintenance. Each invoice for Unplanned Maintenance shall
      separately state the parts component from the services/labor component.
      Buyer shall make payment within thirty (30) days after receipt of Seller's
      invoice.

      6.5 EXTRA WORK
      Seller shall submit invoices for Extra Work at the end of the month in
      which the Extra Work Services were performed and upon shipment of Parts
      supplied as Extra Work. Buyer shall make payment within thirty (30) days
      after receipt of Seller's invoice.

      6.6 INITIAL SPARE PARTS PRICE.
      In consideration of the supply of Initial Spare Parts identified in
      Appendix K, Buyer shall pay Seller: US$[ * ]. The Initial Spare Parts
      Price shall be paid pro rata, upon submission of Seller's invoices and
      shipping documents.

      6.7 INITIAL AND REPLENISHMENT OPERATIONAL SPARE PARTS PRICE.
      In consideration of the supply of Initial Operational Spare Parts
      identified in Appendix J, Buyer shall pay Seller: US$[ * ]. The
      Initial Spare Parts Price shall be paid pro rata, upon submission of
      Seller's invoices and shipping documents. Buyer shall replace Operation
      Spare Parts as needed. As full compensation for such Operational Spare
      Parts purchased for replenishment, Buyer shall pay Seller at the price
      rates listed in Appendix I (subject to escalation as provided in Appendix
      A, Part 6.3) with a discount of [ * ] from those prices listed in Appendix
      I.

      6.8  METHOD OF PAYMENT.
      All monthly payments for Parts, Repairs and Services shall be made by wire
      transfer to the bank account designated by Seller.


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      PART 7
      WARRANTY AND LIMITATION OF LIABILITY

      7.1  WARRANTY.
      7.1.1 Seller warrants to Buyer that the Parts delivered during the term of
      this Contract shall be free from defects in material, workmanship and
      title and that Services performed during the term of this Contract shall
      be performed in a competent, diligent and workmanlike manner free from
      defects. The foregoing warranties shall expire:

      (a)   in the case of Parts installed under this Contract, [ * ] after
            installation of the Parts in the Covered Unit;
      (b)   in the case of Services [ * ] after the performance of the
            Service;
      (c)   in the case of any other parts, not installed under this Contract,
            [ * ] after delivery;

      provided that all warranties shall expire no later than [ * ] after the
      termination of this Contract. In the case of any Engineering
      Study/Inspection/Test Service, Seller does not warrant the accuracy of, or
      the performance results of, any conclusions or recommendations provided,
      or that any desired objective will result from the Engineering
      Study/Inspection/Test Service performed.

      7.1.2 If any failure of Parts or Services to meet the above warranties is
      discovered during the warranty period, Buyer shall promptly notify
      Seller's Assigned Technical Advisor in writing and make the Covered Units
      available as soon as reasonably possible, considering the Objectives, for
      correction. Seller shall thereupon correct any defect by, at its option,
      (i) re-performing the defective Services, (ii) repairing and re-installing
      the defective Parts or (iii) delivering necessary replacement Parts in
      accordance with Part 5.1.1 and installing such Parts. In determining which
      of the foregoing options to utilize for correction of any defect, Seller
      shall consider the Objectives.

      7.1.3 Seller shall not be responsible for removal or replacement of
      systems, structures or other parts of Buyer's Facility, but shall
      nevertheless be responsible for dismantling and reassembling the Covered
      Units to the extent necessary to perform the required Services or install
      the required Parts. The basis for any tests shall be mutually agreed upon
      and Seller shall be notified of and may be represented at all tests that
      may be made on the Covered Units.

      7.1.4 Except for the provisions of Part 9.1.2, Part 9.1.4 and Part 11,
      Article 7 of Appendix B and Article 11.1 of Appendix B, the preceding
      paragraphs of this Part 7.1 set forth the exclusive remedies for all
      claims based on failure of or defect in the Covered Units or the Parts and
      Services provided under the Contract, whether the failure or defect arises
      before or during the applicable warranty period and whether a claim,
      however instituted, is based on contract, warranty, tort (including
      negligence), indemnity, strict liability or otherwise. The foregoing
      warranties are exclusive and are in lieu of all other


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      warranties and guarantees whether written, oral, implied or statutory. NO
      IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
      PURPOSE SHALL APPLY. The limitations set forth in this Section 7.1.4 shall
      not limit or affect the obligation of Seller to indemnify Buyer as
      otherwise specifically set forth in Article 7 of Appendix B of this
      Contract. Notwithstanding anything to the contrary, Seller has no
      responsibility under this Contract to assess, address, or remediate any
      Year 2000 or other date-related issues related to the Covered Units.

      7.2  LIMITATION OF LIABILITY
      7.2.1 The total liability of Seller, on all claims of any kind which arise
      in any calendar year, except for the exceptions listed in (a) through (d)
      below, whether such claims are in contract, warranty, indemnity, tort
      (including negligence), strict liability, or otherwise, arising out of the
      performance or breach of this Contract, the use of any Parts or the
      provision of any Services, shall not exceed the larger of (I) the
      aggregate amount due to Seller under this Contract in that calendar year
      or (ii) $3,500,000. The only exceptions to the above limit of liability
      are listed in the following paragraphs (a) through (d):

            (a)   In the case of Extra work, the limit of liability for any
            Extra Work shall not exceed the price paid for performing such Extra
            Work;

            (b)   Excluded from the above limit of liability are Contractor's
            indemnification obligations under Article 11.2 of Appendix B to
            the extent they would apply to the case of Hazardous Materials
            introduced to the Site by Seller prior to the notification of
            Buyer and without Buyer's approval;

            (c)   Excluded from the above limit of liability are Contractor's
            indemnification obligations under Article 7 of Appendix B; and

            (d)   In the case of repudiation or abandonment of the Contract by
            Contractor (including any termination of the Contract by Buyer
            arising from repeated material breaches of the Contract by
            Contractor of such nature as to indicate Contractor's
            unwillingness to preform) the limit of liability will be equal to
            Thirty Million Dollars ($30,000,000), which amount is in 1998 US
            dollars and will be escalated in accordance with Part 6.3, plus any
            applicable Termination Price Adjustment pursuant to Part 9.1.4.2.


      All liability under the Contract shall terminate twelve months after the
      expiration or termination of this Contract.

      7.2.2 Seller, its subcontractors or suppliers, shall not be liable for any
      special, consequential, incidental, indirect or exemplary damages, whether
      as a result of breach of contract, warranty, indemnity, tort (including
      negligence), strict liability, or otherwise, and including loss of profit
      or revenues, loss of use of the Covered Units or any associated equipment,
      cost of capital, cost of substitute equipment, facilities, services or
      replacement power, downtime costs, and claims of Buyer's customers for
      such damages,


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      provided that the limitations of this Part shall not apply to claims
      against Seller for indemnification made pursuant to Article 7 of Appendix
      B of this Contract.

      7.2.3 For the purposes of this Part 7.2, the term "Seller" shall mean
      Seller, its affiliates, subcontractors and suppliers of any tier, and
      their respective agents and employees, whether individually or
      collectively.

      7.2.4 To the extent permitted by Applicable Insurance Policies, Buyer
      waives rights of recovery against Seller, whether Buyer's claim is brought
      under breach of contract, indemnity, warranty, tort (including
      negligence), strict liability or otherwise, for loss or damage to the
      property of Buyer for which Buyer receives actual payment in accordance
      with the terms of insurance required to be maintained by Buyer under Part
      8.2. Buyer and Seller shall cooperate in good faith to expeditiously
      submit claims under Applicable Insurance Policies and in order to maximize
      the amount of any recovery available under such Applicable Insurance
      Policies.





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      PART 8
      INSURANCE REQUIREMENTS

      8.1  SELLER'S INSURANCE

      8.1.1 During the term of this Contract, Seller shall maintain the
      following insurance coverage:

      (i)   Workers' Compensation and Employers Liability Insurance and any
      other statutory insurance required by Applicable Laws with respect to
      Seller's employees, consultants or agents in such form(s) and amount(s) as
      required by all Applicable Laws.

      (ii)  General/Public Liability insurance, in broad form including coverage
      for liability assumed under contract, providing coverage for bodily injury
      and property damage with a limit of not less than $5,000,000.00 per
      occurrence/aggregate cumulative total of underlying and excess coverages.
      Coverage to include contractual liability covering liabilities assumed
      under this Contract.

      (iii) Automobile Liability Insurance including owned, non-owned and hired
      vehicles with limits of $5,000,000 combined single limit.

      8.1.2 The foregoing insurance policies shall provide that the policy shall
      not be canceled or changed without thirty (30) days' advance written
      notice to Buyer of such cancellation or change, except for non-payment of
      premiums which shall have ten (10) days advance written notice.

      8.1.3 Upon request during the term of this Agreement, Seller shall deliver
      to Buyer certificates of insurance showing that the foregoing insurance is
      in full force and effect. Seller shall also provide waivers of subrogation
      in favor of Buyer, its subsidiaries, partners, affiliates, directors,
      employees, officers and Lenders and Lender's consultants.

      8.2 BUYER'S INSURANCE

      8.2.1 During the term of this Contract, Buyer shall maintain the following
      insurance coverage:

      (i)   Workers' Compensation and any other statutory insurance required by
      Applicable Laws with respect to Buyer's employees, if any, in such form(s)
      and amount(s) as required by all Applicable Laws.

      (ii)  General/Public Liability insurance, in broad form including coverage
      for liability assumed under contract, providing coverage for bodily injury
      and property damage with a limit of not less than $5,000,000.00 per
      occurrence/aggregate cumulative total of underlying and excess coverages.


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      (iii) All Risk Property and Boiler and Machinery Breakdown insurance
      covering the Covered Unit(s) and Facility, subject to such deductibles as
      Buyer may, in its sole discretion, determine to be reasonable, together
      with business interruption coverage, subject to such deductibles as Buyer
      may, in its sole discretion, determine to be reasonable, under which
      Seller shall be an additional insured, and which includes a waiver of
      subrogation (except for design error) in favor of Seller (and its
      subsidiaries and affiliates.)

      8.2.2 The foregoing insurance policies shall provide that the policy shall
      not be canceled or changed without thirty (30) days' advance written
      notice to Seller of such cancellation or change except for non-payment of
      premium which shall have ten (10) days advance written notice.

      8.2.3 Upon request during the term of this Contract, Buyer shall deliver
      to Seller a certificate(s) of insurance showing that the foregoing
      insurance is in full force and effect.

      8.3 FAILURE TO MAINTAIN INSURANCE.
      Failure of either of the Parties to maintain the insurance required under
      this Part 8 shall constitute an event of material default for the purposes
      of Part 9.1.



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      PART 9
      TERMINATION

      9.1 TERMINATION.

      9.1.1 TERMINATION FOR CONVENIENCE
      Neither Party may terminate this Contract for convenience, provided that
      if for any reason (i) the Facility is not completed prior to December 31,
      2007, (ii) Buyer and General Electric fail to execute a Turbine Purchase
      Agreement as referenced above by February 29, 2000, or (iii) Buyer fails
      to enter into a Power Purchase Agreement for the sale of power from the
      Facility by February 29, 2000, Buyer may terminate this Contract prior to
      the Performance Start Date for the first Unit, upon written notice to
      Seller of such termination. If Buyer has not yet made the mobilization
      payment as required by Section 6.1, at the time this Contract is cancelled
      by Buyer pursuant to the immediately preceding sentence, then neither
      party shall have any further liability under this Contract after such
      cancellation, provided that if Buyer has made the mobilization payment
      required pursuant to Section 6.1, then the cancellation payment shall be
      equal to the mobilization payment and neither party shall have any further
      obligation under this Contract.

      9.1.2  TERMINATION FOR MATERIAL BREACH.
      1) Either Party (the "Non-Defaulting Party") may terminate this Contract
      if the other Party (the "Defaulting Party") (i) becomes Insolvent or (ii)
      commits a material breach of this Contract, including non payment of
      amounts due under this Contract, and fails to cure such breach within
      thirty (30) days of written notice from the Non-Defaulting Party of such
      breach, or fails to commence to cure such breach and diligently proceed
      with the cure if it is not possible to cure such breach within thirty (30)
      days of such notice.

      2) In the event of a termination of this Contract pursuant to this Part
      9.1.2, the Defaulting Party shall be responsible for all direct damages
      arising out of such termination, provided that the Non-Defaulting Party
      shall take reasonable measures to mitigate its losses resulting from any
      breach of this Contract by the Defaulting Party. In addition, the
      Termination Price Adjustment specified in Part 9.1.4 shall be paid within
      30 days of the termination effective date. Termination of this Contract
      shall not relieve either Party from any obligation which arose under this
      Contract prior to the date of such termination, including the payment of
      Liquidated Damages for Availability pursuant to Part 11, or payment for
      Unplanned Maintenance or Extra Work performed prior to such termination.
      The foregoing shall be the Defaulting and the Non-Defaulting Parties sole
      and exclusive liability to each other for material breach of this Contract
      or termination of this Contract.

      9.1.3 TERMINATION BY BUYER FOR CANCELLATION OF POWER PURCHASE AGREEMENT.
      In the event that following the execution of a Power Purchase Agreement,
      Power Customer, without solicitation from Buyer, and without Buyer's
      consent, terminates or cancels the Power Purchase Agreement for any
      reason, Buyer may, within twelve (12)


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      months after such termination or cancellation elect to terminate this
      Contract by delivery of written notice to Seller.

      9.1.4  TERMINATION PRICE ADJUSTMENT
      The Termination Price Adjustment shall be as follows:

      9.1.4.1  In the even this Contract is terminated as a result of a
      default by Buyer, in addition to any other damages, Buyer shall pay to
      Seller, to the extent that Seller has not previously been paid on the
      basis of monthly payments under this Contract made prior to the date of
      termination, an among equal to Seller's list price for (i) any Planned
      Maintenance Services previously performed and (ii) any Planned
      Maintenance Parts to which Buyer has taken title. The amount to be paid,
      if any, under this Part 9.1.4.1 shall be due thirty (30) days after
      receipt of a detailed invoice from Seller setting forth the basis for
      the amount due.

      9.1.4.2  In the event this Contract is terminated as a result of a
      default by Seller, in addition to any other damages which may be
      applicable, Seller shall pay to Buyer, to the extent that Buyer's
      monthly payments under this Contract made prior to the date of
      termination have compensated Seller for Parts and Services not yet
      received by Buyer, an amount equal to the difference between Buyer's
      total payments and the value based upon the pricing under this Contract
      (including escalation) of the Parts and Services received by Buyer. The
      amount to be paid, if any, under this Part 9.1.4.2 shall be due thirty
      (30) days after receipt of a detailed invoice from Buyer setting forth
      the basis for the amount due.

      9.1.4.3  In the event this Contract is terminated by Buyer pursuant to
      Part 9.1.3, Buyer shall pay to Seller, but only if and to the extent
      that Seller has not been previously paid on the basis of monthly
      payments made under this Contract prior to the date of termination, an
      amount equal to the difference between the total amount which Seller
      has previously received under this Contract and Seller's pricing under
      this Contract for (i) any Planned Maintenance Services performed prior
      to such termination and (ii) any Planned Maintenance Parts to which
      Buyer has taken title, but in no event greater than Seller's published
      prices for such Parts and Services. The amount to be paid, if any,
      under this Part 9.1.4.3 shall be due thirty (30) days after receipt of
      a detailed invoice from Seller setting forth the basis for the amount
      due.



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      PART 10
      NOTICES

      10.  NOTICES.

      Addresses for notices required or desired to be given under this Contract
      are as follows: If to Buyer: If to Seller:

Tenaska, Inc.                            General Electric International Inc.
1044 North 115th Street                  4200 Wildwood Parkway
Omaha, Nebraska 68154                    Atlanta, GA 30339
Attention:  Dwight Howell                Attention:  Michael Kalmes
Fax No.: (402) 691-9530                  Fax No.:  (770) 859-7769




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      PART 11
      AVAILABILITY GUARANTY AND LIQUIDATED DAMAGES

      11.1  DEFINITIONS.
      For the purposes of this Part 11 only, the following terms shall have the
      meaning set forth after them, provided that any capitalized term used in
      Part 11 which is not defined in this Part 11.1 shall having the meaning
      defined elsewhere in this Contract:

      "AVAILABILITY ADJUSTMENT" means such amounts as Buyer should pay or be
      credited for pursuant to Part 11.5.

      "AVAILABILITY PERCENTAGE" means for each PPA Year percentage determined
      from the calculation made pursuant to Section 11.3.

      "CHARGEABLE EVENT" means an Outage or a Derating, but excluding any
      Outages or Deratings resulting from Assumption Violations, acts of any
      third parties not retained by Seller, failure of equipment other than the
      Covered Units which adversely affects the Covered Units, Scheduled Outages
      or PPA Force Majeure events.

      "CONTRACT CAPACITY" shall mean the declared capacity of the Plant in
      accordance with the Power Purchase Agreement expressed in MWs, increased
      by any Deratings caused by the failure of Covered Components or by any
      adjustments in operating parameters for the Covered Units required by
      Seller which have the effect of reducing the declared capacity of the
      Plant, provided that with 6 Units in PPA Commercial Operation, the
      Contract Capacity shall be not less than 875 MW and not more than 950 MW.
      Buyer shall notify Seller in writing within ten (10) days of its
      declaration of the Contract Capacity for any PPA Year. Buyer's declaration
      of Contract Capacity shall be reasonable under the existing circumstances
      and shall not be increased for the purpose of impeding Seller's ability to
      achieve the Availability Guarantees set forth in Part 11.2.

      "DATE OF PPA COMMERCIAL OPERATION" means the date on which Commercial
      Operation occurs under the Power Purchase Agreement. Buyer shall notify
      Seller in writing within 10 days of achieving Commercial Operation under
      Power Purchase Agreement of the date on which commercial operation was
      achieved.

      "DELIVERED ENERGY" for a period of time shall mean the amount of energy
      (expressed in MWh) delivered by Buyer to Power Customer pursuant to an
      Energy Request during such period, but in no event more than the amount of
      the Energy Request.

      "DERATING" means a reduction in Plant output (measured in MW) arising from
      (i) breakage of a component of a Covered Unit, (ii) abnormal wear or tear
      to a component of a Covered Unit, (iii) defects in any Covered Unit, or
      (iv) malfunction of a component of a Covered Unit, but excluding a
      reduction in Plant output arising from normal degradation and ambient
      temperature variations.


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      "ENERGY REQUEST" means the energy in MWh requested by the Power Customer
      from Buyer as permitted by the Power Purchase Agreement.

      "MW" means megawatt.

      "MWH" means megawatt-hour.

      "OPERATING TERM" shall mean the operating term of the Power Purchase
      Agreement commencing on the Date of PPA Commercial Operation and ending on
      the 29th anniversary of the Date of PPA Commercial Operation.

      "PLANT" means Buyer's dispatchable electric generating facility located in
      Heard County in the State of Georgia.

      "PPA FORCE MAJEURE" shall mean any cause beyond the control of the Party
      (Power Customer or Buyer) affected, including, but not restricted to,
      failure or threat of failure of facilities (but excluding such failures or
      threats of failures caused by Buyer's or the O&M Contractor's failure to
      comply with PPA Prudent Utility Practice), flood, earthquake, storm, fire,
      lightning, Acts of God, explosions, transportation accidents, epidemic,
      war, acts of the public enemy, riot, civil disturbance or disobedience,
      strike, lockout, work stoppage, other industrial disturbance or dispute,
      whether or not determined to have arisen out of an unfair labor practice
      of any Party, sabotage, restraint by court order or other public
      authority, and action or nonaction by, or failure to obtain the necessary
      authorizations or approvals from, any governmental agency or authority,
      which by the exercise of due diligence such Party could not reasonably
      have been expected to avoid. Nothing contained herein shall be construed
      so as to require a Party (Power Customer or Buyer) to settle any strike,
      lockout, work stoppage, or other industrial disturbance or dispute in
      which it may be involved. Any Party (Power Customer or Buyer) rendered
      unable to fulfill any of its obligations under the Power Purchase
      Agreement by reason of PPA Force Majeure shall exercise due diligence to
      remove such inability with all reasonable dispatch.

      "PPA PRUDENT UTILITY PRACTICE" means any of the practices, methods and
      acts engaged in or approved by a significant portion of the independent
      power industry from time to time or any of the practices, methods and acts
      which, in the exercise of reasonable judgment in light of the facts known
      (or which should have been known) at the time the decision was made, would
      have been expected to accomplish the desired results at the lowest
      reasonable cost consistent with good business practices, taking into
      account (without limitation) such factors as reliability, safety and
      expedition. PPA Prudent Utility Practice is not intended to be limited to
      the optimum practice, method or act to the exclusion of all others, but
      rather to be a spectrum of possible practices, methods or acts having due
      regard for, among other things, manufacturers' warranties and other
      contractual obligations, the requirements or guidance of governmental
      agencies of competent


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      jurisdiction, requirements of insurers, and the requirements of the Power
      Purchase Agreement.

      "PPA YEAR" shall mean the period beginning on the Date of PPA Commercial
      Operation and ending on the next May 31, each one-year period thereafter
      during the Operating Term and the period from the last June 1 during the
      Operating Term until the last day of the Operating Term.

      "REQUESTED ENERGY" is the sum of all Energy Requests made by Power
      Customer during the relevant period. This assumes that Power Customer can
      request energy up to the full Capacity required to be available under the
      Power Purchase Agreement at any time, even if Buyer has previously
      notified Power Purchaser that as a result of an unscheduled Outage or
      Derating of one or more Units such full Capacity is not available for such
      period of time.

      "SCHEDULED OUTAGES" shall mean planned outages or reductions in
      availability or output in order perform maintenance in accordance with
      manufacturers' recommendations and PPA Prudent Utility Practices scheduled
      pursuant to the Power Purchase Agreement.

      "SUMMER PEAK HOUR" shall have the same meaning as the term "Summer Peak
      Hour" has under the Power Purchase Agreement and shall include only Peak
      Hours during the calendar months of June through September.

      11.2  AVAILABILITY GUARANTEES.
      During the term of this Contract, Seller guarantees to Buyer the
      achievement of an Availability Percentage of ninety seven percent (97%)
      for each PPA Year.

      11.3 CALCULATION OF AVAILABILITY PERCENTAGE. The Availability Percentage
      shall be calculated as follows:

      [ * ] The following page has been omitted and filed separately with the
      Securities and Exchange Commission as part of a Confidential Treatment
      Request.


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      11.4  CALCULATION OF AVAILABILITY ADJUSTMENT. The Availability Adjustment
      shall be calculated as follows:

      For each PPA Year, the Availability Percentage calculated in accordance
      with Section 11.3 for such PPA Year shall be compared to 97%. If the
      Availability Percentage is greater than 97%, then Buyer shall pay to
      Seller an amount equal to $200,000 for each percentage point by which the
      Availability Percentage exceeds 97%, provided that increases of less than
      a full percentage point shall be prorated proportionally. If the
      Availability Percentage is less than 97%, then Seller shall credit Buyer
      against future payments due under this Agreement, an amount equal to
      $200,000 for each percentage point by which the Availability Percentage is
      less than 97%, provided that decreases of less than a full percentage
      point shall be prorated proportionally.

      11.5  PAYMENT OF AVAILABILITY ADJUSTMENT.
      During the term of this Contract, if the Availability Adjustment with
      respect to a PPA Year is positive, Buyer shall pay such Availability
      Adjustment to Seller within twenty (20) days after the end of such PPA
      Year. If the Availability Adjustment with respect to a PPA Year is
      negative, then such Availability Adjustment shall be credited to Buyer
      against the next monthly payment due pursuant to Part 6.2.1 with any
      excess being payable by Seller at the time that such monthly payment would
      otherwise by payable by Buyer pursuant to Part 6.2.1. Payment of the
      Availability Adjustment by Seller shall be the exclusive remedy for
      Seller's failure to meet the Availability guarantees set forth in Part
      11.2.

      11.6  AVAILABILITY INFORMATION.
      Within thirty (30) days after the end of each PPA Year, Buyer shall
      deliver to Seller a statement detailing (a) any amounts due from Buyer to
      Seller under this Part 11 for said


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      PPA Year, (b) any amounts due from Seller to Buyer under this Part 11 for
      said PPA Year and (c) the Availability Percentages for such PPA Year
      necessary to calculate the Availability Adjustment in accordance with Part
      11.4.

      11.7  LIMITATIONS.
      The maximum Availability Adjustment to be paid to Seller for any PPA Year
      shall not exceed Six Hundred Thousand Dollars ($600,000) (escalating by 3%
      on the first day of February beginning in the year 2001) and shall in no
      event exceed the Availability Adjustment paid to Buyer under the Power
      Purchase Agreement for the same period. The maximum Availability
      Adjustment to be credited or paid to Buyer by Seller for any PPA Year
      shall not exceed Six Hundred Thousand Dollars ($600,000) (escalating by 3%
      on the first day of February beginning in the year 2001.) In no event will
      the maximum Availability Adjustment to be paid to Buyer by Seller for any
      PPA Year exceed the amount of any Availability Adjustment paid by Buyer to
      Power Customer under the Power Purchase Agreement for the same PPA year.

      11.8  OTHER CONDITIONS
      The gas turbines will not be operated above their nominal base firing
      temperature rating of or in any peak firing or power augmentation regime
      not pre-approved with Seller.

      The operator will maintain a rigorous and explicit operating log. Seller
      technical personnel shall have access to Plant operational data, logs, and
      site visits.

      Seller must be notified as soon as reasonably possible of any Outage event
      or impending Outage event. Seller must participate in the preplanning of
      all gas turbine Outages.

      The gas turbine compressor will be on-line water washed at least once per
      week during those weeks when such Unit is operated. The compressor will be
      off-line water washed periodically when the turbine is shutdown for
      planned or unplanned maintenance when feasible or at other times when is
      feasible. Water wash outage times shall be excluded form the calculation
      of Availability Percentages.

      The inlet air filters will be inspected at least once per month. If the
      inlet filtration does not meet the manufacturer's current recommendation
      for filter differential pressure, Buyer shall notify Seller of such fact.
      Buyer and Seller will mutually agree on a time to replace such filter(s),
      which if reasonably possible shall be during a Scheduled Outage.

      The Plant will have a documented operation and maintenance program and
      Buyer will replenish the inventory of Operating Spares as required.

      To the extent reasonably possible under the operating constraints
      available under the Power Purchase Agreement, Seller shall be allowed,
      upon mutual agreement between the Seller's Site Director and Buyer, to
      conduct repairs, inspections, and modifications during Outages which are
      not a Chargeable Event, in which case such Outage will be treated as a


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                                  CONFIDENTIAL

      Scheduled Outage for purposes of calculating Availability Percentages
      pursuant to this Part 11.

      A full complete and accurate record shall be maintained and jointly
      certified with a Seller technical representative. The operating record
      must document each Outage or Derating event including the date and time of
      the Outage or Derating, the hours duration of the Outage or Derating, the
      Outage or Derating cause, the classification as to whether the Outage or
      Derating is a Chargeable Event, the % capacity reduction, and any
      unreasonable waiting and/or idle maintenance time caused by Buyer or third
      parties retained by Buyer.

      Seller must participate in the preplanning of all Scheduled Outages.
      Seller will give due pre-notice to the owner/operator of required
      scheduled outages.

      Any acceptance testing or performance tests performed after the
      Performance Start Date for the first Unit and not caused by issues or
      matters relating to the Covered Units will not be charged against the
      Availability Guarantee.

      Work during all Outages must be conducted on a concurrent basis with high
      maintenance intensity. Extensions of Outages for work conducted on
      equipment other than the Covered Units will not be charged unless the
      failure of a component of a Covered Unit caused such other equipment to
      fail.

      If at the choice of the Buyer, a Scheduled Outage activity is performed,
      it will not be charged against the availability guarantee. Examples of
      operator choice include compressor and turbine water washes and filter
      maintenance.




                                      A-35
<PAGE>

                                  CONFIDENTIAL


APPENDIX B
GENERAL TERMS AND CONDITIONS

1. SUPPLEMENTAL TERMS

1.1 NON PAYMENT. If Buyer fails to make any undisputed payments required in the
Contract, Seller may upon thirty (30) days advance written notice to Buyer (and
provided Buyer has not fully cured such nonpayment prior to the end of such
thirty (30) day period), suspend performance of Services and delivery of Parts.
Any reasonable costs incurred by Seller in accordance with such suspension
(including storage costs) shall be payable by Buyer upon submission of Seller's
invoices. The right of Seller to suspend pursuant to this Article 1.1 shall not
affect the right of Seller to terminate this Contract for material breach in
accordance with Part 9.1, provided that if Buyer cures such payment breach prior
to any termination of this Contract by Seller, Seller shall resume the
performance of Services and delivery of Parts under this Contract as soon as
reasonably possible.

1.2 INTEREST. Any Party which fails to pay any amounts due under this Contract
shall pay interest at an annual rate of interest equal to the prime rate of The
Chase Manhattan Bank, N.A. in effect on the due date plus one percent (1%), on
all amounts not timely paid in accordance with this Contract.

2.   TAXES AND DUTIES

2.1 Seller shall be responsible for, and shall pay directly, any and all
corporate and individual taxes that are measured by net income or profit imposed
by any Governmental Instrumentality on Seller, its employees or subcontractors
due to the execution of any agreement or the performance of or payment for Parts
or Services hereunder (the "Seller Taxes"). If Buyer deducts or withholds Seller
Taxes, Buyer shall furnish within one month to Seller accurate official receipts
from the appropriate Governmental Instrumentality for each deducted or withheld
Seller Taxes. Buyer shall be responsible for, and shall pay directly when due
and payable, any and all Buyer Taxes (defined below), and all payments due and
payable by Buyer to Seller hereunder shall be made in the full amount of the
Contract Price, free and clear of all deductions and withholding, for Buyer
Taxes. If Buyer deducts or withholds Buyer Taxes, Buyer shall pay additional
amounts to Seller to cause the amounts actually received by Seller, net of
deducted or withheld Buyer Taxes, to equal the full amount of the Contract
Price, and shall provide to Seller within one month, along with such payments,
accurate official receipts from the appropriate Governmental Instrumentality for
deducted or withheld Buyer Taxes. If Seller is required to pay Buyer Taxes,
Buyer shall, promptly upon presentation of Seller's invoice for such Buyer
Taxes, pay to Seller in U.S. dollars an amount equal to the U.S.


                                      B-1
<PAGE>

                                  CONFIDENTIAL

dollar equivalent of such Buyer Taxes.

2.2 "Buyer Taxes" means all taxes, duties, fees, or other charges of any nature
(including, but not limited to, ad valorem, consumption, excise, franchise,
gross receipts, import, license, property, sales, stamp, storage, transfer,
turnover, use, or value-added taxes, and any and all items of withholding,
deficiency, penalty, addition to tax, interest, or assessment related thereto),
other than Seller Taxes, imposed by any Governmental Instrumentality on Seller
or its employees or subcontractors due to the execution of any agreement or the
performance of or payment for Parts or Services under this Contract.

3.   INSPECTION AND FACTORY TESTS

Buyer's inspectors will be provided access to Seller's facilities for purposes
of obtaining information on production progress, determining status and
observing tests and inspections. Such access will be limited to areas concerned
with repairs of Buyer's equipment and shall not include restricted areas where
work of a proprietary nature is being conducted. Buyer will be advised as to the
schedule for testing which the Parties have mutually agreed upon. Buyer 's
inspectors will be given an opportunity to observe these tests during regular
working hours. Neither completion of production work nor shipment of any of the
Parts, however, will be delayed to accommodate the inspectors. The inspectors
will be informed of Seller's methods of reporting production progress.
Appropriate office facilities will be provided where Buyer's inspectors may
conduct their work in connection with the above. Subject to the conditions set
forth in this Article, Seller will make reasonable efforts to obtain for Buyer
access to vendors' plants for the purposes described above. Buyer's inspection
of the repairs to Buyer's equipment or his failure to inspect in no way relieves
Seller of its obligation to fulfill the requirements of this Contract nor is it
to be construed as acceptance by Buyer.

4.   EXCUSABLE DELAY

4.1 Neither Party shall have any liability or be considered to be in breach or
default of its obligations under this Contract to the extent that performance of
such obligations (other than an obligation to make any payments) is delayed or
prevented, directly or indirectly, due to: (i) causes beyond its reasonable
control; or (ii) acts of God, act (or failures to act) of governmental
authorities or third parties not engaged by either Party, fires, severe weather
conditions, earthquakes, strikes or other labor disturbances, floods, war
(declared or undeclared), epidemics, civil unrest, riot, delays in
transportation, or car shortages; or (iii) acts (or omissions) of the other
Party or (iv) shipment to storage under Article Part 5.1 of Appendix A or (v)
inability on account of causes beyond the reasonable control of Seller to obtain
necessary materials, necessary components or services ("Excusable Delay"). An
Excusable Delay event includes the failure of a subcontractor to complete
obligations in a timely manner if such failure is itself due to an Excusable
Delay event as defined in this Article 4.1. The Party claiming Excusable Delay
shall give notice thereof to


                                      B-2
<PAGE>

                                  CONFIDENTIAL

the other Party and shall use all reasonable efforts to remedy the cause or
causes constituting the Excusable Delay, keeping the other Party reasonably
informed. Such notice shall be given as promptly as possible but in no event
later than seven (7) Days after becoming (or when reasonably should have become)
aware of such occurrence or event. The Party claiming Excusable Delay shall
notify the other Party, as soon as practicable, of any revised delivery date or
Service resumption date. The period of non-performance shall be of no greater
scope and of no longer duration than is required by the Excusable Delay event.
It is the duty of the claiming Party to prove that an event qualifies as an
Excusable Delay and its eligibility for Excusable Delay including all specific
action taken to work around or mitigate the impact, the specific cause for the
claim of Excusable Delay and to provide written documentation of such proof to
the other Party as soon as reasonably possible.

5. COMPLIANCE WITH LAWS, CODES AND STANDARDS

5.1 The Contract Price is based on federal, state and local laws and regulations
in effect on the date of this Contract. The Contract Price will be increased to
reflect any additional direct costs of performance incurred by Seller resulting
from changes required to comply with changes in federal, state and local laws or
regulations. Notwithstanding the foregoing sentences, no modification in price
will be made as a result of any general change in the manufacturing or other
facilities of Seller or any changes in costs related to general administration
and overhead resulting from changes in federal, state and local laws and no
additional charges will be made under this Contract until the total aggregate
amount of such charges during the term of this Contract exceeds One Hundred
Thousand ($100,000), after which Seller shall be entitled to an equitable
adjustment for the increased direct costs which Seller will thereafter incur.

5.2 Buyer agrees not to export US origin goods supplied by Seller except as may
be permitted by the US export laws and regulations, as may be amended. Buyer
agrees that it will not export to the countries designated in Export
Administration Regulations Section 779.4(f), any technical data or software (nor
the direct product thereof) provided to Buyer by Seller in connection with the
Contract, unless prior written authorization is obtained from the US Export
Administration.

5.3 The Parts and Services sold hereunder are not intended for application in
connection with any nuclear installation or activity and Buyer warrants that it
shall not use the Parts and Services for such purposes, or permit others to use
the Parts or Services for any such purposes. If, in breach of the foregoing, any
such use occurs, Seller shall have no liability for any nuclear or other damage,
injury or contamination, and Buyer shall indemnify Seller, its affiliates and
suppliers of every type and tier against any such liability, whether arising as
a result of breach of contract, warranty, indemnity, tort (including
negligence), strict liability or otherwise.

6. CHANGES


                                      B-3
<PAGE>

                                  CONFIDENTIAL

6.1 Buyer and Seller have the right to propose, for mutual agreement of the
Parties, changes within the general scope of the goods and services to be
performed by Seller under this Agreement. Any difference in price, schedule,
rights and or other obligations, including without limitation Seller's warranty
or availability incentive, resulting from such changes must be mutually agreed
upon in writing . Neither Party shall be obligated to proceed with any changes
until such written agreement is signed by both Parties.

7. INDEMNIFICATION

7.1 If it is alleged that Parts or Services provided by Seller under this
Contract infringe upon any patent, copyright, or similar proprietary right,
including but not limited to misappropriation of trade secrets and the use of
such Part or the performance of such Services is temporarily or permanently
enjoined, then Seller shall, at its own expense, in such manner as to minimize
the disturbance to Buyer's business activities, either: (i) obtain for Buyer the
right to continue using such Part or Services or (ii) modify such Part or
Services so as to become non-infringing (provided that such modification does
not affect Buyer's intended use of the same as contemplated under this
Contract); or (iii) replace such Part or Service with equally suitable,
non-infringing Parts and/or Services, provided such replacement does not degrade
the operation of the Covered Units or adversely affect Seller's warranty and
shall indemnify Buyer from all third party claims arising out of such
infringement in accordance with the provisions of Section 7.4. This Article 7
states the entire liability of Seller for infringement of patents, copyrights or
similar proprietary rights, including but not limited to misappropriation of
trade secrets with respect to any Parts and Services.

7.2 Article 7.1.1 shall not apply to (i) any Part which is manufactured to
Buyer's design or (ii) the use of any Parts furnished under the Contract in
conjunction with any third party apparatus or material not supplied by Seller or
recommended by Seller for use with the Covered Units. As to any Parts or use
described in the preceding sentence, Seller assumes no liability whosoever for
patent infringement.

7.3 Each party (the "Indemnifying Party") shall defend, protect, indemnify, and
save harmless the other Party, its partners, their stockholders, officers,
directors, agents, servants, employees (the "Indemnitees") from and against any
and all damage, loss, including costs, expenses, liability, claims, expenses
(including reasonable attorney fees and expenses), demands, judgments, and
settlements, arising in favor of any third party, arising from claims and/or
causes of action of every kind and character for personal injury, death or
damage to tangible property, to the extent that such claim is based upon (a) the
negligence of the indemnifying party, (b) willful misconduct of the indemnifying
party, or (c) the breach of any obligations of the Indemnifying Party under this
Contract, except to the extent such damage or loss was caused solely by the
negligence or solely by the willful misconduct of any Indemnitee and as
specifically limited by statute. If such damage or loss was caused by


                                      B-4
<PAGE>

                                  CONFIDENTIAL

or results from the concurrent negligence of the parties, the Indemnifying Party
shall not be required to indemnify the Indemnitee for that portion of the damage
or loss which was caused by the negligence of such Indemnitee. For purposes of
this section 7.3, "third party" shall not include Buyer or its partners,
subsidiaries, affiliates, parents, successors or assigns, or any party with an
equity or partnership interest in the forgoing.

7.4 Promptly upon knowledge by Indemnitee of any claim or notice of the
commencement of any action, administrative or legal proceeding, or investigation
as to which the indemnities provided for in this Article 7 may apply, Indemnitee
shall notify the Indemnifying Party in writing of such fact; provided that the
failure of Indemnitee to give any such notice promptly shall not excuse the
Indemnifying Party from its indemnification obligations hereunder, except to the
extent that the Indemnifying Party has been directly and materially adversely
affected by such late notice. With respect to all claims which are subject to
indemnification under this Article 7, the Indemnifying Party shall, at its
expense (including attorneys' fees and expenses, all other costs and expenses of
litigation, and costs of settlement) assume, on behalf of Indemnitee, and
conduct with due diligence and in good faith, the defense thereof with counsel
reasonably satisfactory to Indemnitee; provided that Indemnitee shall have the
right to be represented therein by advisory counsel of its own selection and at
its own expense; and provided further, that if the defendants in any such action
include both the Indemnitee and the Indemnifying Party and Indemnitee shall have
reasonably concluded that there may be legal defenses available to it which are
different from, additional to, or inconsistent with, those available to the
Indemnifying Party, Indemnitee shall have the right to select separate counsel
to participate in the defense of such action on its own behalf and its own
expense. Indemnitee shall, at the request of the Indemnifying Party, provide all
reasonably available assistance in the defense or settlement of any such claim,
action, proceeding or investigation and all reasonable cost and expenses
incurred by Indemnitee in connection with the defense or settlement of any such
claim, action, proceeding or investigation shall be reimbursed by the
Indemnifying Party promptly upon demand therefor. Neither Indemnitee nor the
Indemnifying Party shall settle or compromise any claim, action or proceeding
without the prior written consent of the other party, which consent shall not be
unreasonably withheld.

7.5 Notwithstanding anything to the contrary in this Article 7, if any claim,
action , proceeding or investigation arises as to which the indemnities provided
for in Article 7 apply, and the Indemnifying Party fails to assume the defense
of such claim, action, proceeding or investigation, then Indemnitee may, at the
expense of the Indemnifying Party, contest or settle such claim.

8.  DISPUTE RESOLUTION

8.1 All disputes arising in connection with the Contract shall be settled, if
possible, by negotiation. Either Party may, by the giving of written notice,
cause the matter to be


                                      B-5
<PAGE>

                                  CONFIDENTIAL

referred to a meeting of appropriate higher management of the Parties. Such
meeting shall be held within ten (10) business days following the giving of the
written notice.

8.2 If the matter is not resolved within twenty (20) business days after the
date of the notice referring the matter to appropriate higher management, or
such later date as may be unanimously agreed upon, then either Party shall be
free to pursue whatever legal remedies it may have.

9. PROPRIETARY INFORMATION

9.1 At the time of furnishing confidential or proprietary information, the
disclosing Party will expressly designate by label, stamp, or other written
communication that the information or documentation furnished is confidential.
The recipient Party agrees (i) to treat such information as confidential, (ii)
to restrict the use of such information to matters relating to the disclosing
Party's performance of the Contract, and (iii) to restrict access to such
information to employees of the recipient Party and its agents whose access is
necessary in the implementation of the Contract and will not otherwise disclose
such information to any third party. Confidential information will not be
reproduced without the disclosing Party's prior written consent, and all copies
of written information will be returned to the disclosing Party upon request
except to the extent that such information is to be retained by the recipient
Party pursuant to the Contract.

9.2 The foregoing restrictions do not apply to information which: (i) is
contained in a printed publication which was released to the public by the
disclosing Party prior to the date of the Contract; (ii) is, or becomes,
publicly known otherwise than through a wrongful act of the recipient Party, its
employees, or agents; (iii) is in possession of the recipient Party, its
employees, or agents (without restrictions) prior to receipt from the disclosing
Party, provided that the person or persons providing the same have not had
access to the information from the disclosing Party; (iv) is furnished to others
by the disclosing Party without restrictions similar to those herein on the
right of the receiving Party to use or disclose; or (v) is approved in writing
by the disclosing Party for disclosure by the recipient Party, its agents or
employees to a third party.

10.   HEALTH AND SAFETY MATTERS

10.1 Each Party will take all necessary precautions, at all times, for the
safety of personnel at Site. This includes, but is not limited to, instruction
regarding safety practices, proper and safe handling of hazardous substances and
protection of personnel from exposure thereto, energization / de-energization of
all power systems (electrical, mechanical and hydraulic) and using a safe and
effective lock-out tag procedure. Buyer shall provide for reasonable fire
protection and security (fencing, lighting and monitors) at the Site, provided
that Seller's personnel will take reasonable precautions to ensure that their
tools and equipment are secured against petty theft.


                                      B-6
<PAGE>

                                  CONFIDENTIAL

10.2 Seller may, from time to time, conduct safety audits to insure safe
conditions exist for Seller's personnel and make recommendations to Buyer
concerning same. Neither the conduct or non-conduct of safety audits nor the
making of any recommendation by Seller shall relieve Buyer of the responsibility
to provide a safe place to work.

10.3 Upon Buyer's request, Seller shall certify to Buyer that all personnel used
for the performance of any Services at the Site are subject to Seller's Random
Drug Testing Program and Seller is not aware of any drug usage by such
personnel. All Random Drug Testing shall be conducted by Seller at times that
are subject to Seller's discretion.

10.4 If the safe execution of Services at the Site by Seller is imperiled by
existing or imminent local conditions, Seller may remove some or all of its
personnel from the Site, and/or supervise performance of all or any part of the
Services to be performed by Seller and/or evacuate Seller's personnel, and Buyer
shall, to the extent reasonably possible, assist in such evacuation, provided
that Seller shall use reasonable efforts to leave the Site in an orderly and
safe condition. Subject to compliance with Section 4.1 of Appendix B, any such
unsafe local condition shall be considered an Excusable Delay.

11.  DIFFERING SITE CONDITIONS; HAZARDOUS MATERIALS

11.1 Following the occurrence of Substantial Completion under the Turbine
Purchase Agreement, Sell shall promptly inspect the Facility to determine of
there are any abnormal conditions at the Facility which would increase the
Seller's cost of performance under this Contract. Seller shall provide notice to
Buyer within thirty days of Substantial Completion under the Turbine Purchase
Agreement and Buyer shall promptly investigate the abnormal conditions. If it is
determined that such conditions are not normally found in similar facilities and
cause an increase in Seller's cost of, or the time required for, performance of
any part of the work under the Contract, an equitable adjustment in price and
time of performance shall be made and the Contract modified in writing
accordingly. If subsequently, Seller encounters unknown or latent physical
conditions which are materially different from those known to exist at the time
of the above inspection and cause an increase in Seller's cost of, or the time
required for, performance of any part of the work under the Contract, an
equitable adjustment in price and time of performance shall be made and the
Contract modified in writing accordingly.

11.2 If, at the Site, Seller encounters toxic substances, hazardous substances
or hazardous wastes (as such terms may be defined in any statute or ordinance or
regulations promulgated by any federal, state or local governmental authority of
the United States) (collectively, the "Hazardous Materials"), other than
Hazardous Materials introduced to the Site by Seller or normally encountered by
Seller in the performance of Services, which require special handling and/or
disposal, Buyer shall immediately take whatever precautions are required to
legally eliminate such hazardous conditions so that the work


                                      B-7
<PAGE>

                                  CONFIDENTIAL

under the Contract may safely proceed. If any such Hazardous Materials cause an
increase in Seller's cost of or the time required for performance of any part of
the work, an equitable adjustment shall be made in the price and schedule. Buyer
agrees to properly dispose of all Hazardous Materials produced or generated in
the course of Seller's work at the Site. Buyer shall indemnify Seller for any
and all claims, damages, losses, causes of action, demands, judgments and
expenses arising out of or relating to the presence of any Hazardous Materials
which are (i) present on the Site prior to the commencement of Seller's work or
(ii) improperly handled or disposed of by Buyer or (iii) brought on to the Site
or produced thereon by parties other than Seller. Seller shall indemnify Buyer
for any and all claims, damages, losses, causes of action, demands, judgments
and expenses arising out of or relating to the presence of any Hazardous
Materials which are (i) introduced to the Site by Seller (other than those
Hazardous Materials reasonably necessary for Seller's performance of Services
which Buyer reasonably approves in advance of introduction to the Site and which
are properly used by Seller in accordance with Good Turbine Practice) or (ii)
improperly handled by Seller. If Buyer has been informed by Seller of any
Hazardous Materials to be introduced to the Site by Seller and Buyer approves
such introduction in advance, Seller's liability to Buyer for any
indemnification arising under this Article 11.2 with respect to such hazardous
Materials shall be limited in accordance with Part 7.2 of Appendix A to the
aggregate amount due to Seller under this Contract in such calendar year,
provided that if any Hazardous Materials are introduced to the Site by Seller
prior to the notification of Buyer and without Buyer's approval then any
indemnification required with respect to such Hazardous Material shall not be
limited by the provisions of Part 7.2. of Appendix A.

12. ASSIGNMENT.

Buyer may assign any or all of its rights or obligations under this Contract to
an Affiliate of Buyer or an entity in which an Affiliate of Buyer has an
ownership interest, provided such assignee has adequate resources (as determined
by Seller in the exercise of its reasonable judgment) to fulfill those
obligations of Buyer which are assigned, and further provided such assignee
agrees to be bound by all of the protections and limitations afforded Seller
under this Contract and any defaults of Buyer existing at such time are cured.
Upon completion of such assignment and the delivery of an assumption agreement
(in a form reasonably satisfactory to Seller) executed by such assignee to
Seller, Buyer shall be released from any and all obligations and liabilities
therefor under this Contract which are assumed by the assignee. Notwithstanding
any provision of this Contract to the contrary, Buyer and Buyer's assignee, if
applicable, shall have the absolute right, without the consent of Seller, to
assign this Contract to the Project lenders for collateral security purposes.
Seller will have the right to assign any part of its obligations under this
Contract to any of its subsidiaries or affiliates, in which case Seller will
guarantee the performance of such assignee. For purposes of this Article 12, an
"Affiliate of Buyer" means an any person or entity that directly or indirectly
controls, is controlled by, or is under common control with Buyer. For the
purposes of this definition "control" shall


                                      B-8
<PAGE>

                                  CONFIDENTIAL

mean the power and authority to direct the management and operations of the
controlled person or entity either through ownership of or control of 50% or
more of the voting interests thereof or otherwise through control of the
managing group.


13.   GENERAL CLAUSES

13.1 Except as provided in Part 7.2 of Appendix A, entitled "Limitation of
Liability" and Article 7, the provisions of this Contract are for the benefit of
the Parties hereto and not for any other third party.

13.2 This Contract represents the entire agreement between the Parties and no
modification, amendment, rescission, waiver or other change shall be binding on
either Party unless assented to in writing by the Party's authorized
representatives. Any oral or written representation, warranty, course of dealing
or trade usage not contained or reference herein shall not be binding on either
Party. Each Party agrees that it has not relied on, or been induced by, any
representations of the other Party not contained in the Contract.

13.3 The invalidity in whole or in part of any part of the Contract shall not
affect the validity of the remainder of the Contract.

13.4 The section headings are inserted for convenience of reference only and
shall in no way effect, modify, define, or be used in construing the text of
this Contract. Where the context requires, all singular words in this Contract
shall be construed to include their plural and all words of neuter gender shall
be construed to include the masculine and feminine forms of such words. The
terms "include," "including" and similar terms shall be construed as if followed
by the phrase "without limitation."

13.5 The following provisions, in addition to any provisions which explicitly so
state, shall survive termination of the Contract: Special Conditions of
Contract, Part 7 (Warranty and Limitation of Liability) Part 9.2 (Termination)
and General Conditions of Contract Article 2 (Taxes), Articles 5.4, 5.5 and 5.7
(Compliance With Laws), Article 7 (Indemnification), Article 8 (Dispute
Resolution), Article 9 (Proprietary Information), Article 11.2 (Hazardous
Materials), Article 13 (General Clauses).



                                      B-9
<PAGE>

                                   APPENDIX C

              PLANNED MAINTENANCE WORK SCOPE FOR THE COVERED UNITS


      [ * ] The following 15 pages have been omitted and filed separately
      with the Securities and Exchange Commission as part of a Confidential
      Treatment Request.

<PAGE>

                                   APPENDIX D

               PROCESS SPECIFICATION: FUEL GASES FOR COMBUSTION IN
                               HEAVY GAS TURBINES
                                  (GEl 41040F)


<PAGE>


                                                                      GEL 41040F
                                                          REVISED, NOVEMBER 1998



                                GE POWER SYSTEMS
                                   GAS TURBINE






                              PROCESS SPECIFICATION
              FUEL GASES FOR COMBUSTION IN HEAVY-DUTY GAS TURBINES






THESE INSTRUCTIONS DO NOT PURPORT TO COVER ALL DETAILS OR VARIATIONS IN
EQUIPMENT NOR TO PROVIDE FOR EVERY POSSIBLE CONTINGENCY TO BE MET IN CONNECTION
WITH INSTALLATION, OPERATION OR MAINTENANCE. SHOULD FURTHER INFORMATION BE
DESIRED OR SHOULD PARTICULAR PROBLEMS ARISE WHICH ARE NOT COVERED SUFFICIENTLY
FOR THE PURCHASER'S PURPOSES THE MATTER SHOULD BE REFERRED TO THE GE COMPANY.


<PAGE>


                               TABLE OF CONTENTS

<TABLE>

<S>                                                                              <C>
GENERAL                                                                           3

II.     FUEL GAS CLASSIFICATION                                                   6
        A.   Natural and Liquefied Petroleum Gas (LW)                             6
        B.   Gasification Fuels                                                   7
        C.   Process Gases                                                        7

III.    FUEL PROPERTIES                                                           8
        A.   Heating Values                                                       8
        B.   Modified Wobbe Index Range                                           8
        C.   Superheat Requirement                                                9
        D.   flammability Ratio                                                   9
        E.   Gas Constituent Limits                                              10
        F.   Gas Fuel Supply Pressure                                            10

IV.     CONTAMINANTS                                                             10
        A.   Particulate                                                         10
        B.   Trace Metals                                                        11
        C.   Liquids                                                             11
        D.   Sulfur                                                              11


                                 LIST OF TABLES

             Table 1. Fuel Gas Classification                                     3
             Table 2. Gas Fuel Specification                                      4
             Table 3. Test Methods for Gaseous Fuels                              6

</TABLE>


<PAGE>


     I. GENERAL

        G.E. heavy-duty gas turbines have the ability to burn are burning a wide
        range of gaseous fuels as shown in Table 1. These gases present a broad
        Spectrum of properties due to both active and inert components. This
        specification is designed to define guidelines that must be followed
        concerns which need to be considered in order to burn these fuels in an
        efficient, trouble-free manner, while protecting the gas turbine and
        supporting hardware. in GE heavy duty gas turbines.

        Table 2 specifies gives the allowable limits for both the fuel
        properties and contaminants. Table 3 identifies gives the acceptable
        test methods to be used in for in determining gas fuel properties for
        successful gas turbine operation.

                                     TABLE 1
                             FUEL GAS CLASSIFICATION

<TABLE>
<CAPTION>

--------------------------------- ------------------------ -----------------------------
                  FUEL                      LHV                  MAJOR COMPONENTS
                                          Btu/SCF
--------------------------------- ------------------------ -----------------------------
<S>                               <C>                      <C>
Natural Gas                       800-1200                 Methane

Liquefied Petroleum Gas (LPG)     2300--3200               Propane, Butane

Gasification Gases
               -AIR BLOWN         100-150                  Carbon monoxide, Hydrogen,

                                                           Nitrogen, Water Vapor

              -OXYGEN BLOWN       200--400                 Carbon monoxide, Hydrogen,

                                                           Water Vapor

Process Gases                     300-1000                 Methane, Hydrogen, Carbon

                                                           monoxide, Carbon dioxide
--------------------------------- ------------------------ -----------------------------

</TABLE>


<PAGE>


                                     TABLE 2
                             GAS FUEL SPECIFICATION

<TABLE>
<CAPTION>

-------------------------------------- --------------------------- -------------------------- ------------------------------------
           FUEL PROPERTIES                        MAX                         MIN
-------------------------------------- --------------------------- -------------------------- ------------------------------------
<S>                                    <C>                         <C>                        <C>
Lower Heating Value, Btu/lb            None                        100--300                   See Note 3
Modified Wobbe Index Range             +5%                         --5%                       See Notes 4,5
Superheat, (Degree)F                                               50                         See Note 6
Flammability Ratio                     See Note 7                  .2.2:1                     Roch to lean fuel to air
                                                                                              ratio, volume basis
                                                                                              See Note 8


Gas Constituent Limits, % by volume:
Methane
--Ethane                               100                         85                         % of rectant species
Propane                                15                          0                          % of rectant species
Butane + Paraffine (C4+)               15                          0                          % of rectant species
Hydrogen                               5                           0                          % of rectant species
Carbon Monoxide                        0                           0                          % of rectant species
Oxygen                                 15                          0                          % of rectant species
Carbon Dioxode                         10                          0                          % of rectant species
Nitrogen                               15                          0                          % total (rectants + insert)
Sulfur                                 30                          0                          % total (rectants + insert)
Total Inerts (N2 + C02+AR)             30                          0                          See Note 9
Aromatics (Benzene, Toluebe etc.)      Report                      0                          See Note 10
Gas Fuel Supply Pressure                                                                      See Note 11
-------------------------------------- ------------------------------------------------------ ------------------------------------
CONTAMINANTS                                                FUEL LIMITS                       NOTES
(See Notes 12,13)                                       ppmw (See Note 14)
-------------------------------------- ----------- ------------- ------------- -------------- ------------------------------------
Particulate                            M53000      B/E Class     F Cl ass      H Class        See Note 15
                                       M55000

-------------------------------------- ----------- ------------- ------------- -------------- ------------------------------------
Total                                      35           32           23            23
Above 10 Microns                          0.4          0.3          0.2            0.2

-------------------------------------- ------------------------------------------------------ ------------------------------------
Trace Metals Sodium plus potassium                              0.8                           See Note 16
-------------------------------------- ------------------------------------------------------ ------------------------------------
Liquids                                                          0                            No Liquids allowed, see superheat
                                                                                              requirements and Note 17
-------------------------------------- ------------------------------------------------------ ------------------------------------

</TABLE>

Notes:

            1.   All fuel properties must meet the requirements from
                 ignition to base load unless otherwise stated.

            2.   Values and limits apply at the inlet of the gas fuel control
                 module.

            3.   Heating value ranges shown are provided as guidelines.
                 Specific fuel analysis must be furnished to GE for proper
                 analysis. (Reference Section 111--A)

            4.   See section 111--B. for definition of Modified Wobbe Index
                 Range.


<PAGE>


            5.   Variations of Modified Wobbe Index greater THAN + 5% or --5%
                 may be acceptable for some applications, (i.e. On units that
                 incorporate gas fuel heating). GE must analyze and approve all
                 conditions where the 5% variation is to be exceeded.

            6.   Minimum fuel gas temperature shall be set at SOF above the
                 higher of the Hydrocarbon (including ~ Glycol) or Water
                 Dewpoints. (Reference Section 111--C)

            7.   There is no defined maximum flammability ratio limit. Fuel with
                 flammability ratio significantly larger than those of natural
                 gas may require a start-up fuel.

            8.   The range of constituents are for typical natural gas. Fuels
                 meeting these limits are approved for operation with the entire
                 GE heavy-duty gas turbine product line, including those
                 utilizing Dry Low NO(x) combustion systems. Candidate fuels
                 which do not meet these limits should be referred to GE for
                 further review. All fuels will be reviewed by GE on a case by
                 case basis. (Reference Section 111-E)

            9.   The quantity of sulfur in gas fuels not limited by this
                 specification. Experience has shown that oxidation/corrosion
                 rates are not significantly affected by fuel sulfur levels up
                 to 1% sulfur. Hot corrosion of hot gas path parts is controlled
                 by the specified trace metal limits. Sulfur levels shall be
                 considered when addressing HRSG Corrosion, Selective Catalytic
                 Reduction (SCR) Deposition, Exhaust Emissions, System Material
                 Requirements, Elemental Sulfur Deposition and Iron Sulfide.
                 (Reference Section IV--D)

            10.  When fuel heating for thermal efficiency improvements is
                 utilized (e.g. Tfuel> 300F) there is a possibility of gum
                 formation if excess aromatics are present. Contact GE for
                 further information.

            11.  Minimum and maximum gas fuel supply pressure requirements are
                 furnished by GE as part of the unit proposal.

            12.  The contamination limits identified represents the total
                 allowable limit at the inlet to the turbine section. These
                 limits will be reduced if comparable contaminants are present
                 in the compressor inlet air and combustion steam/water
                 injection.

            13.  The contamination limits and the identified method of
                 calculating contamination limits apply to "typical" natural
                 gases. Consult GE for contamination limits for gasification
                 fuels.

            14.  Given contaminant limits are for pure methane gas. Actual
                 maximum limits are determined by multiplying given limits by
                 (Actual Fuel LHV/Methane LHV) where methane LHV is in 21,515
                 BTU/ LB.

            15.  The fuel gas delivery system shall be designed to prevent the
                 generation or the admittance of solid particulate to the gas
                 turbine gas fuel system. This shall include but not be limited
                 to particulate filtration and non corrosive (i.e. stainless
                 steel) piping from the particulate filtration to the inlet of
                 the gas turbine equipment Fuel gas piping systems shall be
                 properly cleaned/flushed and maintained prior to gas turbine
                 operation. (Reference Section IV--A)

            16.  Sodium and potassium, from salt water, are the only corrosive
                 trace metal contaminants normally found in natural gases. Other
                 trace metal contaminants may be found in Gasification and
                 Process Gases. These will be reviewed by GE on a case by case
                 basis.

            17.  The fuel gas supply shall be 100% free of liquids. Admission of
                 liquids can result in combustion and/or hot gas path component
                 damage. (Reference Section IV--C)


<PAGE>


                                     TABLE 3
                         TEST METHODS FOR GASEOUS FUELS

<TABLE>
<CAPTION>

--------------------------------------------- ------------------------
                  PROPERTY                          ASTM METH0D
--------------------------------------------- ------------------------
<S>                                                   <C>
Gas Composition to C6+ (gas chromatography)           D 1945
Heating Value                                         D 3588
Specific Gravity                                      D 3588
Compressibility Factor                                D 3588
Dew Point (Note I)                                    D 1142
Sulfur (Note 2)                                       D 3246
--------------------------------------------- ------------------------

</TABLE>

                                           Notes:

             1.  Hydrocarbon and water dewpoints shall be determined by direct
                 dew point measurement (Chilled Mirror Device). If dew point
                 cannot be measured, an extended gas analysis which identifies
                 hydrocarbon components from Cl through C 14 shall be performed.
                 This analysis must provide an accuracy of greater than 10 ppmv.
                 A standard gas analysis to C6+ is normally not acceptable for
                 dew point calculation unless it is known that heavier
                 hydrocarbons are not present, as is most often the case with
                 liquefied natural gases.

             2.  This test method will NOT detect the presence of condensable
                 sulfur vapor. Specialized filtration equipment is required to
                 measure sulfur at concentrations present in vapor form.
                 Contact GE for more information.

    II. FUEL GAS CLASSIFICATION

        A.  NATURAL AND LIQUEFIED PETROLEUM GAS (LPG)

            Natural gases are predominantly methane with much smaller quantities
            of the slightly heavier hydrocarbons such as ethane, propane and
            butane. Liquefied petroleum gas is propane and/or butane with traces
            of heavier hydrocarbons.

             1.  Natural Gas

                 Natural gases normally fall within the calorific heating value
                 range of 800 to 1200 Btu per standard cubic foot. Actual
                 calorific heating values are dependent on the percentages of
                 hydrocarbons and inert gases contained in the gas. Natural
                 gases are found in and extracted from underground reservoirs.
                 These "raw gases" may contain varying degrees of nitrogen,
                 carbon dioxide, hydrogen sulfide, and contain contaminants such
                 as salt water, sand and dirt. Processing by the gas supplier
                 normally reduces and/or removes these constituents and
                 contaminants prior to distribution. A gas analysis must be
                 performed to ensure that the fuel supply to the gas turbine
                 meets the requirements of this specification.

             2.  Liquefied Petroleum Gases

                 The heating values of Liquefied Petroleum Gases (LPGs) normally
                 fall between 2300 and 3200 Btu/ SCF (LHV). Based on their high
                 commercial value, these fuels are normally utilized as a
                 back-up fuel to the primary gas fuel for gas turbines. Since
                 LPGs are normally stored in a liquid state, it is critical that
                 the vaporization process and gas supply system maintains the
                 fuel at a temperature above the minimum required superheat
                 value. Fuel heating and Heat tracing is required to ensure
                 this.


<PAGE>

                      B.   GASIFICATION FUELS

                           Other gases that may be utilized as gas turbine fuel
                           are those formed by the gasification of coal,
                           petroleum coke or heavy liquids. In general, the
                           heating values of gasification fuel are substantially
                           lower than other fuel gases. These lower heating
                           value fuels result in the effective areas of the fuel
                           nozzles being larger than those utilized for fuels of
                           higher heating values.

                           Gasification fuels are produced by either an Oxygen
                           Blown or Air Blown gasification process.

                           1.  Oxygen Blown Gasification

                               The heating values of gases produced by oxygen
                               blown gasification fall in the range of 200 to
                               400 Btu/SCF. The Hydrogen (H2) content of these
                               fuels are normally above 30% by volume and have
                               HI/CO mole ratio between 0.5 to 0.8. Oxygen blown
                               gasification fuels are often mixed with steam for
                               thermal NO(x) control, cycle efficiency
                               improvement and/or power augmentation. When
                               utilized, the steam is injected into the
                               combustor by an independent passage. Due to high
                               hydrogen content of these fuels, oxygen blown
                               gasification fuels are normally not suitable for
                               Dry Low NO(x) (DLN) applications. (See Table 2)
                               The high flame speeds resulting from high
                               hydrogen fuels can result in flashback or primary
                               zone re-ignition on DLN pre-mixed combustion
                               systems. Utilization of these fuels shall be
                               reviewed by GE.

                           2.  Air Blown Gasification

                               Gases produced by air blown gasification normally
                               have heating values between 100 and 150 BTU/
                               SCFH. The Hydrogen (H2) content of these fuels
                               can range from 8% to 20% by volume and have a
                               H(2)/CO mole ratio 0.3 to 3:1. The use and
                               treatment of these fuels similar to that
                               identified for oxygen blown gasification.

                               For Gasification fuels a significant part of the
                               total turbine flow comes from the fuel. In
                               addition, for oxygen blown fuels there is a
                               diluent addition for NO(x) control. Careful
                               integration of the gas turbine with the
                               gasification plant is required to assure an
                               operable system. Due to the low volumetric
                               heating value of both oxygen an air blown gases,
                               special fuel system and fuel nozzles are
                               required.

                      C.   PROCESS GASES

                           Many chemical processes generate surplus gases that
                           may be utilized as fuel for gas turbines. (i.e. tail
                           or refinery gases). These gases often consisting of
                           methane, hydrogen, carbon monoxide, and carbon
                           dioxide that are normally byproducts of petrochemical
                           processes. Due to the hydrogen and carbon monoxide
                           content, these fuels have large rich to lean
                           flammability limits. These types of fuels often
                           require inerting and purging of the gas turbine gas
                           fuel system upon unit shutdown or a transfer to more
                           a more conventional fuel. When process gas fuels have
                           extreme flammability limits such that the fuel will
                           auto ignite at turbine exhaust conditions, a more
                           "conventional" start-up fuel is required.

<PAGE>

                           Additional process gases that utilized as gas turbine
                           fuels are those which are byproducts of steel
                           production. These are:

                           1.  Blast Furnace Gases (BFGs)

                               Blast Furnace Gases (BFGs), alone, have heating
                               values below minimal allowable limits. These
                               Gases must be blended with other fuel to raise
                               the heating value to above the required limit.
                               Coke


<PAGE>


                 Oven and/or Natural Gases or hydrocarbons such as propane or
                 butane can be utilized to accomplish this.

             2.  Coke Oven Gases

                 Coke oven gases are high in H(2) and CH(4) and may be used as
                 fuel for non-Dry Low NO(x) (DLN) combustion systems. These
                 fuels often contain trace amounts of heavy hydrocarbons, which
                 when burned could lead to carbon buildup on the fuel nozzles.
                 The heavy hydrocarbons must be "scrubbed" or removed from the
                 fuel prior to delivery to the gas turbine.

            3.   COREX Gases

                 COREX gases are similar to oxygen blown gasified fuels, and
                 may be treated as such. They are usually lower in H(2) content
                 and have lower heating values than oxygen blown gasified fuels.

                 Further combustion related guidelines may be found in Bureau of
                 Mines Circulars 503 and 622.

 III.   FUEL PROPERTIES

        A.  Heating Values

            A fuel's heat of combustion, or heating value, is the amount of
            energy, expressed in Btu (British Thermal Unit), generated by the
            complete combustion, or oxidation, of a unit weight of fuel. The
            amount of heat generated by complete combustion is a constant for a
            given combination of combustible elements and compounds.

            For most gaseous fuels, the heating value is determined by using a
            constant pressure, continuous type calorimeter. This is the industry
            standard. In these units, combustible substances are burned with
            oxygen under essentially constant pressure conditions. In all fuels
            that contain hydrogen, water vapor is a product of combustion, which
            impacts the heating value. In a bomb calorimeter, the products of
            combustion are cooled to the initial temperature and all of the
            water vapor formed during combustion is condensed. The result is the
            HHV, or higher heating value, which includes the heat of
            vaporization of water. The LHV, or lower heating value, assumes all
            products of combustion including water remain in the gaseous state,
            and the water heat of vaporization is not available.

        B.  Modified Wobbe Index Range

            While gas turbines can operate with gases having a very wide range
            of heating values, the amount of variation that a single specific
            fuel system can accommodate is much less. Variation in heating value
            as it affects gas turbine operation is expressed in a term
            identified as modified Wobbe Index (Natural Gas, E. N. Tiratsoo,
            Scientific Press Ltd., Beaconsfield, England, 1972). This term is a
            measurement of volumetric energy and is calculated using the Lower
            Heating Value (LHV) of the fuel, specific gravity of the fuel with
            respect to air at ISO conditions, and the fuel temperature. The
            mathematical definition is as follows:


<PAGE>


        Modified Wobbe Index  = LHV
                                SGgas X T

        This is equivalent to:

        Modified Wobbe Index  = LHV
                                Mwgas X T
                                28.96

        Where:     LHV      = Lower Heating Value of the Gas Fuel (Btu/scf)
                   SGgas    = Specific Gravity of the Gas Fuel relative to Air
                   MWgas    = Molecular Weight of the Gas Fuel
                   T        = Absolute Temperature of the Gas Fuel (Rankine)
                   28.96    = Molecular Weight of Dry Air

            The allowable modified Wobbe Index range is established to ensure
            that required fuel nozzle pressure ratios are maintained during all
            combustion/turbine modes of operation. When multiple gas fuels are
            supplied and/or if variable fuel temperatures result in a Modified
            Wobbe Index that exceed the 5% limitation, independent fuel gas
            trains, which could include control valves, manifolds and fuel
            nozzles, may be required for standard combustion systems. For DLN
            systems, an alternate control method may be required to assure that
            the required fuel nozzle pressure ratios are met. An accurate
            analysis of all gas fuels, along with fuel gas temperature profiles
            shall be submitted to GE for proper evaluation.

        C.  Superheat Requirement

            The superheat requirement is establish to ensure that the fuel gas
            supply to the gas turbine is 100% free of liquids. Dependent its
            constituents, gas entrained liquids could cause degradation of gas
            fuel nozzles, and for DLN applications, premixed flame flashbacks or
            reignitions. 5OF of superheat is specified to provide enough margin
            to compensate for temperature reduction due to pressure drop across
            the gas fuel control valves.

        D.  Flammability Ratio

            Fuel gases containing hydrogen and/or carbon monoxide will have a
            ratio of rich-to-lean flammability limits that is significantly
            larger than that of natural gas. Typically, gases with greater than
            5% hydrogen by volume fall into this range and require a separate
            startup fuel. GE will evaluate the gas analysis to determine the
            requirement for a start-up fuel.

            Fuel gases with large percentages of an inert gas such as nitrogen
            or carbon dioxide will have a ratio of rich-to-lean flammability
            limits less than that of pure natural gas. flammability ratios of
            less than 2.2 to 1 as based on volume at ISO conditions (14.696 psia
            and 59F), may experience problems maintaining stable combustion over
            the full operating range of the turbine.


<PAGE>


        E.  Gas Constituent limits are set forth to assure stable combustion
            through all gas turbine loads and modes of operation. Limitations
            are more stringent for Dry Low NO(x) combustion systems where
            "premixed" combustion is utilized. A detailed gas analysis shall
            be furnished to GE for proper evaluation.

        F.  Gas Fuel Supply Pressure

            Gas fuel supply pressure requirements are dependent on the gas
            turbine model and combustion design, the fuel gas analysis and unit
            specific site conditions. Minimum and maximum supply pressure
            requirements will be furnished by GE as part of the unit proposal.

   IV.  CONTAMINANTS

        Dependent on the type of fuel gas, the geographical location and the
        forwarding means there is the potential for the "raw" gas supply to
        contain one or more of the following contaminants:

             1.  Tar, lamp black, coke

             2.  Water, salt water

             3.  Sand, clay

             4.  Rust

             5.  Iron sulfide

             6.  Scrubber oil or liquid

             7.  Compressor Lube oil

             8.  Naphthalene

             9.  Gas Hydrates

        It is critical that the fuel gas is properly conditioned prior to being
        utilized as gas turbine fuel. This conditioning can performed by a
        variety of methods. These include but are not limited to: media
        filtration, inertial separation, coalescing and fuel heating. Table 2
        identifies the trace metal, particulate and liquid contamination limits.
        These limits are given in parts per million by weight (ppmw) corrected
        to the actual heating value of the fuel. It is critical that fuel gas
        conditioning equipment be designed and sized so that these limits are
        not exceeded.

        A.   PARTICULATE

             Contamination limits for particulate are established to prevent
             fouling and excessive erosion of hot gas path parts, erosion and
             plugging of combustion fuel nozzles and erosion of the gas fuel
             system control valves. The utilization of gas filtration or
             inertial separation is instrumental in ensuring that the
             particulate requirements as defined in Table 2 are met. GE
             recommends the use of stainless steel piping downstream of this
             last level of filtration.


<PAGE>


        B.  TRACE METALS

            Sodium is the only trace metal contaminant normally found in natural
            gas. The source of sodium in natural gas is normally salt water.
            Limits on trace metals are established to prevent the formation of
            corrosive deposits on hot gas path components. These deposits can be
            detrimental to gas turbine performance.

            In addition to sodium, additionally harmful trace metal contaminants
            can be found in gasification and process gases. Limits on these
            contaminants will be determined by GE on a case by case basis.

       C.   LIQUIDS

            As identified in Table 2, zero liquids are allowed in the gas
            turbine fuel gas supply. Liquids contained in the fuel can result in
            nuisance and/or hardware damaging conditions. These include rapid
            excursions in firing temperature and gas turbine load, primary zone
            reignition and flashback of premixed flames, and when liquids
            carryover past the combustion system, melting of hot gas path
            components. When liquids are identified in the gas supply,
            separation and heating is employed to achieve the required superheat
            level.

        D.  SULFUR

            There are several concerns relative to the levels of sulfur
            contained in the fuel gas supply. Many of these are not directly
            related to the gas turbine but to associated equipment and emissions
            requirements. These concerns include but not limited to:

             1.  Hot Gas Path Corrosion

                 Typically, use of sulfur bearing fuels will not be limited by
                 concerns for corrosion in the turbine hot gas path. Experience
                 has shown that oxidation/corrosion rates are not significantly
                 affected by fuel sulfur levels up to about 1% sulfur. Hot
                 corrosion of hot gas path parts is controlled by specifying the
                 fuel alkali levels to values shown in table 2. This controls
                 the extent of alkali sulfate formation, which is the salt
                 responsible for hot corrosion. Unless sulfur levels are
                 extremely low, alkali levels are usually limiting in
                 determining hot corrosion of hot gas path materials. For low
                 Btu gases, the fuel contribution of alkali metals at the
                 turbine inlet is increased over that for natural gas, and the
                 alkali limit in the fuel is therefore decreased.

             2.  HRSG Corrosion

                 If heat recovery equipment is used, the concentration of sulfur
                 in the fuel gas must be known so that the appropriate design
                 for the equipment can be specified. Severe corrosion from
                 condensed sulfuric acid results if a heat recovery steam
                 generator (HRSG) has metal temperatures below the sulfuric acid
                 dewpoint.

             3.  Selective Catalytic Reduction (SCR) Deposition

                 Units utilizing ammonia injection downstream of the gas turbine
                 for NO(x) control can experience the formation of deposits
                 containing ammonium sulfate and bisulfate on low temperature
                 evaporator and economizer tubes. Such deposits are quite acidic
                 and therefore corrosive. These deposits, and the corrosion that
                 they cause, may also decrease HRSG performance and increase
                 back pressure on the gas turbine. Deposition rates of ammonium
                 sulfate and bisulfate are



<PAGE>

                 determined by the sulfur content of the fuel, ammonia' content
                 in the exhaust gas, tube temperature and boiler design. Fuels
                 having sulfur levels above those used as odorents for natural
                 gas should be reported to GE. In addition, the presence of
                 minute quantities of chlorides in the inlet air, may result
                 in-cracking of AISI 300 series stainless steels in the hot gas
                 path.


<PAGE>



             4.  Exhaust Emissions

                 Sulfur burns mostly to sulfur dioxide, but 5%--10% oxidizes to
                 sulfur trioxide. The latter can result in sulfate formation,
                 and may be counted as particulate matter in some jurisdictions.
                 The remainder will be discharged as sulfur dioxide. To limit
                 the discharge of acid gas, some localities may restrict the
                 allowable concentration of sulfur in the fuel.

             5.  System Material Requirements

                 When considering fuel gases containing HS (sour gas fuels)
                 material selection for system piping and components shall
                 comply with NACE Standard, MR0175-93.

             6.  Elemental Sulfur Deposition

                 Solid elemental sulfur deposits can occur in gas fuel systems
                 downstream of pressure reducing stations or gas control valves
                 under certain conditions. These conditions may be present if
                 the gas fuel contains elemental sulfur vapor, even when the
                 concentration of the vapor is a few parts per billion by
                 weight. Concentrations of this magnitude cannot be measured by
                 commercially available instrumentation and deposition cannot
                 therefore be anticipated based on a standard gas analysis.
                 Should deposition take place, fuel heating will be required to
                 maintain the sulfur in vapor phase and avoid deposition. A gas
                 temperature of 130 F or higher may be required at the inlet to
                 the gas control valves to avoid deposition, depending on the
                 sulfur vapor concentration. The sulfur vapor concentration can
                 be measured by specialized filtering equipment. If required, GE
                 can provide further information on this subject.

             7.  Iron Sulfide

                 The presence of sulfur in the gas may promote the formation of
                 iron sulfides. Under certain conditions, iron sulfide is a
                 pyrophoric material that can autoignite at atmospheric pressure
                 and temperature when exposed to air. Extreme care must be taken
                 when servicing gas fuel cleanup equipment to avoid accidental
                 exposure to oxygen and subsequent combustion of filter
                 material.

        APPENDIX 1

        The effective particle size for erosion considerations is determined by
        a particle's terminal settling velocity. The size and density
        distribution of the solid particles must be such that not more than 1.0
        percent by weight of the particles shall have a terminal settling
        velocity in air (70(Degrees)F (21(Degrees)C) and 30 inches Hg, absolute)
        greater than 14 inches per minute, and not more than 0.1 percent shall
        have a terminal settling velocity in excess of 23 inches per minute.

        For a solid spherical particle, Stoke's Law of settling permits
        calculating the terminal settling velocity if the particle size and
        shape and particle specific gravity are known. The following tabulation
        gives the spherical particle diameters equivalent to the limiting
        terminal settling velocities for particles of specific gravity 2.0 and
        4.0.


<PAGE>


<TABLE>
<CAPTION>

------------------------------- ------------------------------ -------------------------------
      SETTLING VELOCITY         SPECIFIC GRAVITY               EQUIVALENT SPHERICAL PARTICAL
                                (BASED ON WATER)               (inches/mm)
                                                               DIAMETER (microns)
------------------------------- ------------------------------ -------------------------------
<S>                             <C>                            <C>
14                              2                              10
23                              2                              13
14                              4                              7
23                              4                              9
------------------------------- ------------------------------ -------------------------------

</TABLE>


        APPENDIX 2- DEFINITIONS

             DEW POINT

             This is the temperature at which the first liquid droplet will form
             as the gas temperature is reduced. Common liquids found in gas fuel
             are hydrocarbons, water and glycol. Each has a separate and
             measurable dew point. The dew point varies considerably with
             pressure and both temperature and pressure must be stated to
             properly define the gas property. Typically, the hydrocarbon dew
             point will peak in the 300 to 600 psia range.

             DRY SATURATED CONDITIONS

             The gas temperature is at, but not below or above, the dew point
             temperature. No fee liquids are present

             GAS HYDRATES

             Gas hydrates are semi-solid materials that can cause deposits that
             plug instrumentation lines, control valves and filters. They are
             formed when free water combines with one or more of the C1 through
             C4 hydrocarbons. Typically the formation will take place downstream
             of a pressure reducing station where the temperature drop is
             sufficient to cause moisture condensation in a region of high
             turbulence. Because hydrates can cause major problems in the gas
             distribution network, the moisture content is usually controlled
             upstream at a dehydration process station

             GAS HYDRATE FORMATION LINE

             This is similar to the dew point line except the temperature
             variation with pressure is much less. The hydrate line is always
             below or at the moisture dew point line as free water must exist in
             order for hydrates to form. Maintaining 500 F of superheat above
             the moisture dew point will eliminate hydrate formation problems.

             GLYCOL

             Glycol is not a natural constituent of natural gas but is
             introduced during the dehydration process. Various forms of glycol
             are used, di-ethylene and tri-ethylene glycol being two most
             common. In some cases glycol is injected into the pipeline as a
             preservative. In most cases, glycol may only be a problem during
             commissioning of a new pipeline or if an upset has taken place at
             an upstream dehydration station.


<PAGE>

             SUPERHEAT

             This is defined as the difference between the gas temperature minus
             the liquid dew point The difference is always positive or zero. A
             negative value implies that the value is being measured at two
             differing states of pressure and temperature and is not valid. A
             measured gas temperature below the theoretical dew point means that
             the gas is in a wet saturated state with free liquids present.

             SATURATION LINE

             This is the same as the dew point line.

             WET SATURATED CONDITIONS

             A point where a mixture consists of both vapor and liquids.

           APPENDIX 3- APPLICABLE DOCUMENTS

             MROI7S-93, NACE Standard, Sulfide Stress Cracking Resistant
             Metallic Material for Oilfield Equipment

             Bureau of Mines Bulletin 622, flammability Characteristics of
             Combustible Gases and Vapors, 1965

             Bureau of Mines Bulletin 503, flammability Characteristics of
             Combustible Gases and Vapors, 1950

             GEI-4 1047 Gas Turbine Liquid Fuel Specification

             GER-3419 Gas Turbine Inlet Air Treatment

             Natural Gas, E. N. Tiratsoo, Scientific Press Ltd., Beaconsfield,
             England, 1972

             Obtaining Natural Gas Samples for Analysis by Gas Chromatography,
             GPA Standard 2166--86, Gas Producers association, 6526 East 60th
             Street, Tulsa, Oklahoma 74145

             Tentative Method of Extended Analysis for Natural Gas and Similar
             Gaseous Mixtures by Temperature Programmed Gas Chromatography, GPA
             Standard 2286-95, Gas Producers association, 6526 East 60th Street,
             Tulsa, Oklahoma 74145

             Table of Physical Constants of Paraffin Hydrocarbons and Other
             Components of Natural Gas, GPA Standard 2145--96, Gas Producers
             association, 6526 East 60th Street, Tulsa, Oklahoma 74145





                                            GE POWER SYSTEMS

                                            GENERAL ELECTRIC COMPANY
                                            ONE RIVER ROAD. SCHENECTADY NV 12345
                                            518. 385.2211 TX: 145354


<PAGE>

                                   APPENDIX E

GAS TURBINE LIQUID FUEL SPECIFICATION
(GEI 41047H)


<PAGE>


                                                              GEL 41047H
                                                              REFORMATTED
                                                              JUNE1992




                                                   GE INDUSTRIAL & POWER
                                                   SYSTEMS
                                                   GAS TURBINE





                                   GAS TURBINE
                           LIQUID FUEL SPECIFICATIONS











THESE INSTRUCTIONS DO NOT PURPORT TO COVER ALL DETAILS OR VARIATIONS IN
EQUIPMENT NOR TO PROVIDE FOR EVERY POSSIBLE CONTINGENCY TO BE MET IN CONNECTION
WITH INSTALLATION, OPERATION OR MAINTENANCE. SHOULD FURTHER INFORMATION BE
DESIRED OR SHOULD PARTICULAR PROBLEMS ARISE WHICH ARE NOT COVERED SUFFICIENTLY
FOR THE PURCHASER'S PURPOSES THE MATTER SHOULD BE REFERRED TO THE GE COMPANY.
(C)) 1992 GENERAL ELECTRIC COMPANY



<PAGE>


                                TABLE-OF CONTENTS

<TABLE>

<S>                                                                       <C>
    I.     GENERAL                                                         3
    II.    FUEL CLASSIFICATION AND OPERATIONAL CONSIDERATIONS              3
    III.   FUEL SPECIFICATIONS                                             3
    IV.    FUEL HANDLING AND TREATMENT                                     7
           A.  True Distillate Fuels                                       7
           B.  Ash-Bearing Fuels                                           7
    V.     NON-FUEL CONTAMINANTS                                           8
           A.  Air-Borne Contaminants                                      8
           B.  Water-Borne Contaminants                                    8
           C.  Non-Fuel Contaminant Relationships                          9
    VI.    FUEL AND ADDITIVE EVALUATION AND SAMPLING                       9
           A.  Fuel Evaluation Procedure                                   9
           B.  Requalification of Fuel: Fuel Changes                       9
           C.  Additive Qualification                                      9
    VII.   FUEL DESCRIPTIONS                                              10
           A.  True Distillates                                           10
           B.  Ash-Bearing Fuels                                          11
    VIII.  MEANING OF SPECIFICATION TESTS                                 12
           A.  Ash and Trace Metal Contaminants                           12
           B.  Sulfur                                                     13
           C.  Nitrogen                                                   13
           D.  Hydrogen                                                   13
           E.  Carbon Residue                                             14
           F.  Water and Sediment                                         14
           0.  Filterable Dirt                                            14
           H.  Viscosity                                                  14
           I.  Pour Point                                                 15
           J.  Fuel Gravity                                               15
           K.  Distillation                                               16
           L.  Flash Point                                                16
           M.  Thermal Stability                                          16
           N.  Compatibility                                              16
           0.  Cetane Number                                              17
    IX.    FUEL ANALYSIS DATA REQUIREMENTS                                17
           A.   Sampling                                                  17
           B.   Heating Value                                             18
           C.   Viscosity                                                 18
           D.   Carbon Residue                                            18
           E.   Trace Metal Analysis                                      18
           F.   Wax Content and Wax Melting Point                         18

</TABLE>


<PAGE>


    I.    GENERAL

          This specification is for the several types of liquid fuels suitable
          for use in the General Electric heavy duty gas turbines with firing
          temperatures of 1600(degree) F (870(degree)C) or higher. It is
          iNTENDed as a guide for users of these turbines for the procurement,
          use, and where necessary, treatment of fuels.

          The fuel properties specified herein include both those which could
          affect turbine operation and those additional properties which the
          turbine user may need to specify for his installation. These latter
          properties are related to fuel storage and handling and local safety
          and environmental codes.

          All of the fuels covered in this specification shall be hydrocarbon
          oils free from organic acids and free from excessive amounts of solid,
          fibrous or other foreign matter likely to make frequent cleaning of
          suitable filters necessary. The fuels shall be stable over storage and
          shall be compatible with other fuels with which they could normally be
          mixed.

          Procurement of the fuel to specifications is only the first step to
          successful heavy duty gas turbine operation. Further steps required of
          the user are: (a) prevention of contamination before, during, and
          after delivery, (b) proper design of fuel storage, heating and
          transfer facilities, (c) proper management of the entire facilities
          with regard to maintenance procedures and schedules and (d) proper
          design and operation of any fuel treatment equipment.

          In addition to outlining the overall fuel requirements, this
          specification also defines minimum acceptable air quality standards
          for turbine inlet air, and water requirements for installations which
          employ either steam or water injection in their cycles. These have
          been included since the total contaminants entering the turbine must
          be considered.

    II.   FUEL CLASSIFICATION AND OPERATIONAL CONSIDERATIONS

          Liquid fuels applicable to heavy duty gas turbines range from
          petroleum naphthas to residual fuels. Within this range, fuels vary in
          hydrocarbon composition, physical properties, potential pollutants and
          trace metal contaminant levels. Since contaminants are a most
          important consideration in fuel application, the liquid fuels have
          been divided into two basic classes: true distillates (ash-free) and
          ash-bearing fuels.

          Table 1 summarizes the general types of liquid fuels in these two
          classes and some operational requirements in gas turbine applications.
          Refer to Appendix A for common names and characteristics of specific
          fuels within each general type.

    III.  FUEL SPECIFICATIONS

          The required physical and chemical properties of the four classes of
          liquid fuels are detailed in Table 2. These properties have been
          divided into two categories: those required for gas turbine
          performance (Section 3.1, Table 2) and those which may be limited to
          meet local environmental codes (Section 3.2, Table 2).

          Maximum allowable limits are specified for five critical trace metal
          contaminants: sodium, potassium, vanadium, lead and calcium. General
          Electric heavy duty gas turbines will operate at levels higher than
          those specified in Table 2; however, increased maintenance of hot gas
          path parts may result. Therefore, it is required that the General
          Electric Gas Turbine Division be consulted for fuel treatment
          recommendations when the analysis of the fuel as delivered to the gas
          turbines exceeds the levels indicated. Fuels outside of the specified
          limits of certain physical properties may also be used, but General
          Electric should be consulted for consideration of any impact on the
          operation of the turbine or fuel treatment system, where required.


<PAGE>




       The Ash-Bearing Fuels in Table 2 are-divided into two types: 1) Crudes
       and Blended Residual Fuels, and 2) Heavier Residual Fuels. The heavy-duty
       gas turbine will operate satisfactorily on both-types, although fuel
       treating and heating requirements and stack particulate emission levels
       will generally be less for the first type (Crudes and Blended Residual
       Fuels).



       Table 1 - Comparison of Liquid Fuels and Some Hardware Requirements

<TABLE>
<CAPTION>

------------------------------------ -------------------------------------------- -------------------------------------------
                                                   TRUE DISTILLATES                            ASH-BEARING FUELS
------------------------------------ -------------------------------------------- -------------------------------------------
<S>                                  <C>                    <C>                   <C>                    <C>
Fuel Type                            Light                  Heavy Blended         Crudes and             Heavier Residual
                                                            Residual Fuels        Blended                Fuels
                                                                                  Residual Fuels
------------------------------------ ---------------------- --------------------- ---------------------- --------------------
General Properties                   Trace                  Trace                 Low/Medium             High
   Ash Content                       Low                    Medium                Wide Range             High
   Viscosity                         High/Medium            Medium                Wide Range             Low
   Volatility
------------------------------------ ---------------------- --------------------- ---------------------- --------------------
Nearest ASTM Type*                   0-GT,.1-GT             3-GT                  3-GT                   4-GT
   Gas Turb., D2880                  2-GT
   Burner, D396                      1,2                    (4)                   4,5                    6
   Diesel, D975                      1-D, 2-D               (4-D)                 4-D                    --
------------------------------------ ---------------------- --------------------- ---------------------- --------------------
Explosion-Proofing                   Refer to applicable    Refer to applicable   Refer to applicable    Refer to applicable
                                     codes                  codes                 codes                  codes
------------------------------------ ---------------------- --------------------- ---------------------- --------------------
Start-Up Fuel Required               With very light fuels  Some fuels            Nearly always          Always
------------------------------------ ---------------------- --------------------- ---------------------- --------------------
Fuel Pretreatment                    Usually none           Usually none          Nearly always          Always
------------------------------------ ---------------------- --------------------- ---------------------- --------------------
Fuel Preheating                      Some in cold           Nearly always         Nearly always          Always
                                     locations
------------------------------------ ---------------------- --------------------- ---------------------- --------------------
Fuel Filtration                      Always                 Always                Always                 Always
------------------------------------ ---------------------- --------------------- ---------------------- --------------------
Fuel Combustion Atomization          Low pressure air       Low pressure air      Low or high pressure   High pressure air
                                                                                  air
------------------------------------ ---------------------- --------------------- ---------------------- --------------------
Combustor                            Standard fuel          Standard fuel         Heavy fuel             Heavy fuel
------------------------------------ ---------------------- --------------------- ---------------------- --------------------
`Turbine Cleaning Capability         Not Required           Not Required          Required               Required
-----------------------------------------------------------------------------------------------------------------------------
* Book of ASTM Standards, parts 23 and 24

Note: The considerations listed in this table are not all-inclusive.
-----------------------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>

                       Table 2- Liquid Fuel Specifications

<TABLE>
<CAPTION>

------------ ---------------------------------------------- ------------ ---------- ------------------------- -------------------
                                                                                        TRUE DISTILLATES         ASH-BEARING
                                                                                              (B)                   FUELS
                                                                                                                     (B)
------------ ---------------------------------------------- ------------ ---------- -------------- ---------- -------- ----------
  APPLI-                       PROPERTY                      POINT OF      ASTM         LIGHT        HEAVY    CRUDES   HEAVIER
 CABILITY                                                    APPLICA-      TEST                               AND      RESIDUAL
                                                              BILITY      METHOD                              BLENDED    FUELS
                                                                (A)         (C)                               RESIDUAL
                                                                                                               FUELS
------------ ---------------------------------------------- ------------ ---------- -------------- ---------- -------- ----------
<S>          <C>                                             <C>           <C>        <C>           <C>       <C>       <C>
  3.1 Gas    Kin. Viscosity, cSt, 100(degree)F
  Turbine      (37.8(degree)C), min                          Delivery      D445           .5(d)       1.8       1.8      1.8
  Require-   Kin. Viscosity, cSt, 100(degree)F
   ments       (37.8(degree)C), max (e)                      Delivery      D445            5.8        30        160     900
             Kin. Viscosity, cSt, 210(degree)F
               (98.9(degree)C), max (e)                      Delivery      D445            --          4        13      30
             Specific Gravity, 60(degree)F
               (l5.6(degree)C), max                          Delivery      D1298        Report      Report      .96     .96(f)
             Flash Point,(degree)F((degree)C), min (g)       Delivery      D93          Report      Report    Report    Report
             Distillation Temp. 90% Point,(degree)F
               ((degree)C), max                              Delivery      D86         650(338)     Report      --        --
             Pour Point,(degree)F((degree)), max             Delivery      D97        0 (-18) or    Report    Report    Report
                                                                                       20 (7)
                                                                                       below
                                                                                        min.
                                                                                       ambient
------------ ---------------------------------------------- ------------ ---------- -------------- ---------- -------- ----------
             Hydrogen, Wt %, min (k)                         Delivery       (i)        Report       Report    Report    Report
             Carbon Residue, Wt. % (10% Bottoms) max         Delivery      D524          .25          --        --        --
                 Direct Pressure Atomization
             Carbon Residue, Wt. % (100% Sample) max Air     Delivery      D524          1.0          1.0       1.0       --
             Atomization, Low Pressure
             Carbon Residue, Wt. % (100% Sample),            Delivery      D524          --           --      Report    Report
                 Air Atomization, High Pressure
------------ ---------------------------------------------- ------------ ---------- -------------- ---------- -------- ----------
             Ash, ppm, max                                   Combustor     D482          50           50      Report    Report
             Trace Metal Contaminants, ppm, max (h)          Combustor      (i)
                 Sodium plus Potassium                                                    1            1         1         1
                 Lead                                                                     1            1         1         1
                 Vanadium (untreated)                                                    .5           .5        .5        .5
                 Vanadium (treated 3/1 wt. ratio Mg/V)                                   --           --        100       500
                 Calcium                                                                  2            2        10        10
                 Other Trace Metals above 5 ppm                                        Report       Report    Report    Report
------------ --------------------------------------------------------------------------------------------------------------------
                                 The specifications below apply only when specific environmental codes exist
------------ -------------------------------------------- -------------- ---------- ---------------------------------------------
  3.2 En-    Sulfur, Wt %, max                              Delivery       D129     Compliance to any applicable codes.
  viron-     Nitrogen, Wt. %, max                           Delivery        (i)     Fuel-bound nitrogen may be limited to meet
  mental                                                                            any applicable codes on total NO(x) emission.
   Code                                                                             Minimum hydrogen level may be necessary to
  Related    Hydrogen, Wt. %, min.                          Delivery        (i)     meet any applicable stack plume opacity
 Require-                                                                           limits (k).
   ments                                                                            Ash plus vanadium content of ash-bearing
             Ash plus Vanadium, ppm, max.                   Delivery        (i)     fuels may be limited to meet applicable
                                                                                    stack particulate emission codes (1).
------------ -------------------------------------------- -------------- ---------- ---------------------------------------------

</TABLE>

<PAGE>

                                NOTES TO TABLE 2

                 a.   The fuel properties specified refer to the fuel at
                      different points in the overall system:
                      Delivery - Fuel as delivered to the turbine site.
                      Fuel Skid - Fuel at inlet of fuel skid at turbine.
                      Combustor - Fuel at turbine combustors.

                 b.   Typical fuels within each general type are discussed in
                      Appendix A.

                 c.   ASTM Book of Standards, Parts 23 and 24.

                 d.   In the viscosity range of 0.5 cSt to 1.8 cSt, special fuel
                      pumping equipment may be required.

                 e.   The maximum allowable viscosity at the fuel nozzle is 20
                      cSt for high pressure air atomization and 10 cSt for low
                      pressure air and direct pressure atomization. The fuel may
                      have to be preheated to reach this viscosity, but in no
                      instance shall it be heated above 275(Degree)F (1
                      35(Degree)C). (This maximum fuel temperature of
                      275(Degree) F is allowed only with residual fuels.) The
                      viscosity of the fuel at initial light-off must be at or
                      below 10 cSt.

                 f.   A specific gravity of 0.96 is based on average fuel
                      desalting capability with standard washing systems. Fuels
                      with specific gravities greater than 0.96 may be desalted
                      to the required minimum sodium plus potassium limits by
                      using higher capability desalting equipment (with higher
                      attendant cost) or by increasing the gravity difference
                      between the fuel and wash water by blending the fuel with
                      a compatible distillate.

                 g.   The fuel must comply to all applicable codes for flash
                      point.

                 h.   A total ash less than 3 ppm is acceptable in place of
                      trace metal analysis.

                 i.   No standard reference tests exist; methods used should be
                      mutually acceptable to General Electric and the user.

                 j.   Water content of crude oils should be reduced to the
                      lowest level practical consistent with capability of
                      available fuel treatment equipment, to minimize the chance
                      of corrosion of fuel system components. In no case shall
                      the water content exceed 1.0 vol. %.

                 k.   A minimum hydrogen content is set both to control flame
                      radiation in the combustor and to limit smoke emissions,
                      where the latter is required by local codes. The limits
                      are 12.0% minimum for true distillates and 11.0% for
                      Ash-bearing fuels (11.3% where the carbon residue exceeds
                      3.5%). In each case it is assumed that the proper
                      combustor and fuel atomization system are used.

                      Where the hydrogen content of the fuel is below these
                      limits, General Electric should be consulted for
                      appropriate action.

                 1.   Local codes on total stack particulate emissions may set
                      an upper limit on the sum of the ash (nonfilterable) in
                      the original fuel plus the vanadium content. The vanadium
                      together with the required magnesium inhibitor may be a
                      major contributor to total stack particulate emissions. In
                      estimating these emissions for comparison with the code,
                      all of the following sources may have to be considered:
                      vanadium, additives, fuel ash and total sulfur in the
                      fuel; non-combustible particulates in the inlet air;
                      solids from any injected steam or water; and particles
                      from incomplete fuel combustion. Where an estimate of
                      stack particulate emissions is required, General Electric
                      should be consulted.


<PAGE>


    IV. FUEL HANDLING AND TREATMENT

        A.   True Distillate Fuels

             Light true distillate fuels normally have sufficiently low pour
             points that preheating is not required under most ambient
             conditions. Heavy true distillates, on the other hand, may have
             high pour points due to high wax content or high wax melting
             temperature which make preheating necessary to prevent filter
             plugging. Both types of distillates may also require preheating to
             meet the viscosity requirement at the fuel nozzle for proper
             atomization.

             True distillate fuels as refined have low water, dirt and trace
             metal contaminant levels. Where subsequent transportation, handling
             and storage are carefully managed, these low levels should persist
             at the gas turbine. In locations where there is danger of
             contamination such as salt bearing water, auxiliary fuel clean-up
             equipment should be provided to restore the original quality.

             In addition to potential hot corrosion from salt in water, water
             accumulated at the bottom of a storage tank can also cause
             problems. Micro-organisms tend to grow at the water-fuel interface
             generating both chemicals corrosive to metals in the fuel system
             and also slime which can plug fuel filters.

             Adequate fuel storage and handling practices must be employed to
             minimize water and other contaminants in the fuel. These include
             settling the fuel before use, providing floating suction and
             periodic removal of water from the bottom of the tank. In
             applications where adequate settling periods can not be
             accommodated, more rapid purification methods may be required.
             Available purification equipment includes centrifuges and
             electrostatic dehydrators. The overall fuel system design should
             avoid slugs of water, and any clean-up system should have the
             capability to remove such slugs.

         B.  Ash-Bearing Fuels

             Depending on the physical properties and the trace metal
             contaminant levels of these fuels, functions of the source and
             refinery treatment, they usually require pretreatment before
             burning in a gas turbine. Three basic steps in pretreatment are:

             1.  Preheating

             2.  Water washing for salt removal

             3.  Vanadium inhibitor addition

             Preheating is used where it is necessary to: 1) raise the fuel
             temperature sufficiently above its pour point to allow free flow
             and to prevent filter plugging, and 2) to lower the fuel viscosity
             to reduce the flow resistance and to provide proper atomization at
             the fuel nozzles.

             Desalting by water washing will be necessary with some crude oils
             and is nearly always necessary with residual oils to reduce the
             sodium plus potassium levels. Sodium and potassium can cause hot
             corrosion of the turbine blading by sulfidation attack at the
             operating temperatures of the turbine. Sodium and potassium can
             also contribute to turbine fouling. Desalting is accomplished by
             mixing the fuel with 3% to 10% potable water to extract the soluble
             salts, followed by separation of the salt-laden water by
             centrifugation or electrostatic coalescence. Washing also removes
             some of the calcium depending on the specific chemical nature of
             the calcium compounds. Lead is not removed by water washing.


<PAGE>

             Vanadium can also cause hot corrosion of the turbine blading, but
             it is not removed by water washing because it is present in the
             fuel in a complex oil-soluble form. The corrosive action can be
             inhibited by adding an approved magnesium additive to the fuel to
             provide a minimum 3 to 1 weight ratio of magnesium to vanadium. It
             is also recommended that this ratio not exceed 3.5 to 1 in order to
             minimize deposition.

             Periodic cleaning of deposits from turbine hot gas path section is
             generally necessary when high ash content fuels are used. Cyclic
             operation of the turbine may remove some the deposit by thermal
             shock. General Electric should be consulted for approved cleaning
             agents, water quality and cleaning procedures for those
             applications where turbine cleaning is required.

    V.  NON-FUEL CONTAMINANTS

         A.  Air-Borne Contaminants

             Contaminants in air can cause erosion, corrosion and fouling of the
             compressor. These contaminants can also contain the same trace
             metals as found in fuels and which cause corrosion to the hot
             section.

             Compressor erosion can be caused by sand or flyash; compressor
             corrosion by noxious fumes such as HCl or H(2)S0(4) compressor
             fouling by liquid or solid particles which adhere to the compressor
             blading. Hot section corrosion can be caused by sodium from, e.g.,
             sea salt, salt particles, carry-over of treatment chemicals used in
             evaporative coolers, chemical process effluents; potassium from
             flyash or fertilizers; lead from automobile exhausts; and vanadium
             from residual fuel fired steam plants.

             Specifically, with respect to hot section corrosion, the total of
             Na, K, V and Pb should not exceed 0.005 ppm by weight in air. If it
             is anticipated that this level will be exceeded, General Electric
             should be consulted for recommendations on the selection and use of
             proper air filtration equipment.

         B.  Water-Borne Contaminants

             Water or steam that is used for NO(x) control or steam that is
             injected to augment output should not contain impurities which
             cause hot section deterioration or deposits. Specifically, the
             total of Na + K + V + Pb should not exceed 0.5 ppm by weight in the
             water or steam. If the total of these contaminants exceeds this
             level, General Electric should be consulted with respect to water
             or steam purification equipment and procedures.

             In the case where contaminants are present in water or steam the
             total limits in the fuel should be controlled such that the total
             concentration equivalent in the fuel (from both sources) conforms
             to the limits in Table 2.

             Refer to the next section 5.3 for the method for calculating the
             equivalent concentration in the fuel.

         C.  Non-Fuel Contaminant Relationships

             The total contaminant level in the combustion products must be
             controlled. The following relationship can be used to convert the
             contaminants in air, steam/water and fuel to equivalent
             contaminants in the fuel alone, assuming all are equally effective:


<PAGE>


    (A/F) X(A) + (S/F) X(S) + X(F) = [ EQUIVALENT CONTAMINANTS IN FUEL ALONE ]

             where:

               A/F   = AIR-TO-FUEL MASS FLOW RATIO

               S/F   = STEAM/WATER-TO-FUEL MASS FLOW RATIO

               X/(F) = CONTAMINANT CONCENTRATION (WEIGHT) IN FUEL (PPM)

               X/(A) = CONTAMINANT CONCENTRATION (WEIGHT) IN INLET AIR (PPM)

               X/(S) = CONTAMINANT CONCENTRATION (WEIGHT) IN INJECTED
                       STEAM/WATER- (PPM)

    VI. FUEL AND ADDITIVE EVALUATION AND SAMPLING

        A.   Fuel Evaluation Procedure

             A supplier's fuel analysis shall be submitted to the General
             Electric Gas Turbine Division covering all the fuel requirements
             outlined in Table 2 of this specification. If the required
             analytical services are not available to the user, he may make
             arrangements to purchase such services from General Electric. See
             Appendix C for fuel sampling and analysis requirements.

         B.  Requalification of Fuel: Fuel Changes

             The fuel properties outlined in the specification and originally
             agreed upon by General Electric Company and the user will determine
             some of the equipment selection and certain operating conditions of
             the gas turbine system. If at a later date the user desires to use
             a fuel outside of the original agreed-upon limits, he should inform
             the General Electric Company in writing. He should supply a
             complete analysis for evaluation and requalification in a similar
             manner as outlined above.

         C.  Additive Qualification

             Additives used in gas turbine fuels such as vanadium inhibitors,
             desalting demulsifiers, bacterial growth retardants or smoke
             suppressants must meet the approval of the General Electric Gas
             Turbine Division. One critical requirement of an additive is that
             it has a low trace metal content (sodium, potassium, vanadium,
             calcium and lead), so that the inhibitor does not add these
             contaminants to the fuel.

VII.    FUEL DESCRIPTIONS

         A.  True Distillates

             1.  Light True Distillates

                 Naphtha - A light volatile fuel with a boiling range between
                 gasoline and Light Distillate. The lower flash point and higher
                 volatility require special safety considerations. Its very low
                 viscosity may result in poor lubricity.

<PAGE>


         Other Names:
           JP-4, Jet B
           0-GI Gas Turbine Fuel

         Kerosene - A light,  highly refined and slightly more volatile fuel
                 than Light Distillate.  Normally more. expensive than No. 2
                 distillate.

                      Other Names:
                         1 -GT Gas Turbine Fuel
                         No.1 Burner Fuel
                         I -D Diesel Fuel
                         JP-5, Jet A
                         Range Oil, Lamp Oil

                 Light Distillate - Widely available volatile distillate fuel
                 with good combustion characteristics, being readily atomized
                 and clean burning.

                      Other Names:
                         2-GT Gas Turbine Fuel
                         No. 2 Burner Fuel
                         Diesel Oil
                         Marine Gas Oil
                         Domestic Fuel

                 Diesel Fuel - Closely related to Light Distillate fuel except
                 for additional requirements peculiar to diesel engine operation
                 such as Cetane Number.

                      Other Names:
                         2-D Diesel Fuel

             2.  Heavy True Distillate

                 An essentially ash-free petroleum distillate with the highest
                 boiling range. Heavy True Distillate has had limited and
                 localized availability, frequently being a refinery by-product.
                 This fuel may require heating for handling and forwarding due
                 to high pour point. It may also be more difficult to atomize
                 for optimum combustion.

                      Other Names:
                         Heavy Gas Oil
                         Navy Standard Distillate

         B.  Ash-Bearing Fuels

             1.  Crudes and Blended Residual Fuels

                 CRUDES - Crude oils from different geographical areas vary
                 widely in levels of trace metal contaminants, ash, sulfur and
                 wax and in such physical properties as viscosity, gravity and
                 distillation range. Most crudes will have flash points below 1
                 00(Degree)F (38(Degree)C) due to highly volatile components.
                 Some very low ash crudes, typified by Indonesian and North
                 African crudes, have 0 to 5 ppm of vanadium requiring minimal
                 or no inhibition. Other crudes for gas turbine application
                 range up to 100 ppm vanadium. Most crudes require desalting,
                 especially if water transportation has been used.


<PAGE>

                 BLENDED HEAVY DISTILLATE - Petroleum distillate contaminated
                 with or blended with lesser amounts of residual petroleum
                 products, but with vanadium contents of 5 ppm or less. They may
                 have wax contents requiring heating for pumping and filtering.
                 They may also require washing for desalting, especially if
                 water transportation has been used.

                      Other Names:
                         3-GT Gas Turbine Fuel
                         4-D Diesel Fuel
                         Marine Diesel Fuel

                 BLENDED RESIDUALS - Blended residuals lie between blended heavy
                 distillates and heavy residuals. They are commonly blended to
                 specific maximum sulfur levels to meet applicable codes.
                 Vanadium contents are in the 5 ppm to 100 ppm range normally.
                 These fuels require complete fuel treatment.

                      Other Names:
                         No. 4 Burner Fuel
                         No. 5 Burner Fuel
                         Light Residual Oil
                         Light Furnace Oil
                         Intermediate Bunker Fuel

             2.  Heavier Residual Fuels

                 Residual Fuels - These are low volatility petroleum products
                 remaining at the end of all various refinery distillation
                 processes. As such they contain nearly all of the ash-forming
                 materials present in the original crude oil plus some
                 additional that may be introduced in processing. They usually
                 contain high molecular weight hydrocarbons such as asphaltenes,
                 which can cause storage sludging problems. Residual fuels may
                 have been blended with low cost distillates to lower the sulfur
                 content and/or reduce the viscosity to insure pumpability.

                 All residual fuels require heating for pumping, filtering and
                 proper air atomization at the fuel nozzle. Residual fuels all
                 require washing to reduce the sodium level and vanadium
                 inhibition by addition of a General Electric approved Magnesium
                 base additive.

                      Other Names:
                         No. 6 Burner Fuel
                         Boiler Fuel
                         Bunker C. Fuel
                         Marine Fuel Oil

VIII.   MEANING OF SPECIFICATION TESTS

         Chemical tests are specified because slag-forming substances present in
         oil ash can cause turbine corrosion and deposits, and the presence of
         sulfur can result in corrosion of heat recovery equipment in the
         turbine exhaust. Certain physical tests are specified because they
         influence the operation of the gas turbine fuel handling, fuel
         treatment and combustion systems.


<PAGE>

        A.   Ash and Trace Metal Contaminants

             Ash-forming materials may be present in a fuel as oil-soluble
             organometallic compounds, as water soluble salts in water dispersed
             in the fuel or as solid foreign contaminants. The most common
             ash-forming elements which can be present in fuels are aluminum,
             calcium, iron, magnesium, nickel, potassium, sodium, silicon and
             vanadium. Ash-forming materials are present to varying degrees in
             crude oils depending on their geographical source. They are
             concentrated in the residual fractions during the refining process,
             leaving the light distillates contaminant-free; however,
             ash-forming materials may be introduced later by contamination with
             salt-bearing water or with other petroleum products during
             transportation and storage.

             Gas turbine operating experience has shown that some of the
             ash-forming substances that may be present in the fuel can lead to
             corrosion and deposit problems. These problems are most acute with
             residual and crude oils which contain larger quantities of the
             troublesome substances.

             Corrosion can result from (1) vanadium, (2) sodium, (3) potassium
             or (4) lead. These elements as well as calcium (and others such as
             magnesium, manganese, iron, silicon and aluminum) can cause ash
             deposits which are difficult to remove. Calcium can act as an
             effective inhibitor for vanadium corrosion, but its deposition
             tendencies have precluded its use.

             In light distillate fuels, the total ash content is usually very
             small, and trace metal contamination is essentially a sodium (salt)
             problem. There are also usually traces of lead and calcium and
             smaller traces of potassium and vanadium. It is advantageous to
             purchase fuel within the specified contaminant limits and to
             maintain this quality during transportation, handling and storage.
             On-site desalting by contaminated water removal or by fuel washing
             of distillate fuels with relatively high sodium levels is required
             to keep corrosion of the hot gas path and the fuel system
             components such as flow dividers and fuel pumps at a very minimum
             level.

             Crudes and contaminated distillates almost without exception have
             high enough salt levels, or the risk of significant salt levels,
             that they require desalting. The vanadium levels may also be
             significant and require the addition of a magnesium-base inhibitor
             to establish a ratio of 3 parts of magnesium to 1 part of vanadium
             by weight.

             Residual fuels have the highest ash and trace metal contaminant
             levels usually necessitating complete fuel pretreatment: desalting
             and vanadium inhibition by a magnesium-based additive (3Mg/lV). Due
             to the less favorable physical properties of residual fuels, it is
             not possible to consistently reduce the sodium to the low levels
             obtainable in light crudes and distillates. The higher sodium
             levels in treated residual fuels result in controlled corrosion and
             deposit accumulation with some increase in maintenance. Calcium
             levels may be high in some residual fuels, but they may be
             appreciably lowered by the fuel treatment. Nickel, which is not
             removed by fuel treatment, may also be high in certain residual
             fuels and is somewhat beneficial in that it tends to neutralize
             vanadium corrosion in much the manner of magnesium. Residual fuels
             contain harmless aluminum, iron and silica as components of
             suspended solids (dirt). A significant portion of these suspended
             particles are removed either in the fuel washing or by fuel
             filtration.

         B.  Sulfur

             Sulfur occurs in fuels as combustible organic compounds yielding
             sulfur oxides on combustion. These combine with any traces of
             sodium or potassium present to form alkali sulfates; a principal
             source of hot corrosion. The sulfur level in a fuel cannot be
             lowered enough by refining to avoid the formation of alkali
             sulfates, so that they must be controlled by limiting the sodium
             and potassium levels in the fuel.


<PAGE>

             Gas turbine installations utilizing exhaust heat recovery equipment
             could have metal temperatures below the dewpoint of sulfuric acid,
             and in these cases it is necessary to know the sulfur level in the
             fuel to avoid acid corrosion of heat transfer surfaces. The maximum
             allowable sulfur to avoid sulfuric acid condensation will depend on
             the specific heat recovery equipment used. For fuels exceeding this
             maximum level, the operating temperature of the heat recovery
             equipment could be changed accordingly to avoid condensation of
             acid products.

             The sulfur level of liquid fuels is regulated in many localities as
             a means of controlling the emission of sulfur oxides in the exhaust
             gases.

             Crude oils burned directly as fuels may also contain active sulfur
             in the form of hydrogen sulfide or mercaptans. These substances,
             especially in the presence of water, may cause corrosion to fuel
             system components. For this reason, the water content of such fuels
             should be kept as low as possible.

         C.  Nitrogen

             Fuel-bound nitrogen in petroleum fuels comes largely from
             organo-nitrogen compounds present in the original crude oil. In
             some distillate fuels, fuel-bound nitrogen may also come from
             additives such as stabilizers.

             This chemically-bound nitrogen in the fuel will contribute to the
             total nitrogen oxide pollutant in the exhaust gases, adding to the
             nitrogen oxides from the direct combination of atmospheric nitrogen
             and oxygen in the gas turbine combustion reaction. The particular
             combustion system and operating conditions will affect the total
             nitrogen oxide production from both atmospheric and fuel-bound
             nitrogen.

         D.  Hydrogen

             The percent combined hydrogen in a hydrocarbon fuel is a critical
             factor in controlling stack smoke levels. In general, the higher
             the hydrogen content in a liquid fuel the lower the smoke level
             will be. As an example: paraffinic hydrocarbons with high hydrogen
             contents (14-15%) have much less tendency to smoke than do aromatic
             hydrocarbons which can have 10% or less hydrogen.

             Hydrogen is usually determined by an accurate measurement of the
             amount of water produced in the controlled combustion of a weighed
             amount of fuel.

         E.  Carbon Residue

             Carbon residue is measured as the residue remaining when a fuel
             sample is completely distilled in a standard apparatus. To obtain
             measurable residue with light distillates, the fuel is first
             distilled to remove 90% (ASTM Method D86) by volume, and then the
             carbon residue is determined on the "10% Bottoms."

             One effect of a high carbon residue is carbon formation near the
             fuel nozzle. To control this, air atomization is used in the
             combustion of all but the lightest fuels, high pressure air being
             required for the heaviest fuels.

         F.  Water and Sediment

             Water and sediment in a fuel oil tend to cause fouling of the fuel
             handling facilities and the gas turbine fuel system. Accordingly
             they should be kept at as low a value as practicable and always
             within the maximum values shown in this specification.


<PAGE>

             The sediment in fuel can be gums, resins, asphaltic materials,
             carbon, scale, sand or mud. It is mainly a problem in residual
             fuels. Very few distillate fuels leave the refinery with more than
             0.05%water and sediment. However, poor handling practices can
             unnecessarily raise this level, and once an oil becomes
             contaminated it may not be feasible to restore its original
             cleanliness, such as the case of lead or vanadium contamination.

             Gas turbines are normally equipped with high capacity 5 micron
             filters. Since there are practical limits to the efficiency of
             filtration systems, a fraction of the solids entering the filter
             remains in the oil and can be an important factor in fuel system
             component life.

             Fuel storage tanks should be-designed with floating suctions that
             are equipped with low level bottom limits to insure that the
             suction is always some distance from the bottom to avoid the water
             and sediment that collects there. The operator should drain the
             bottom of the tank periodically to reduce the accumulation and the
             risk of contamination. Automatic water drainage systems are
             preferred.

         G.  Filterable Dirt

             Filterable dirt is essentially the suspended solid particulate
             matter in a distillate fuel which can cause fuel filter maintenance
             problems. It is measured as the weight of solids held on a low
             porosity filter during the filtration of a given volume of fuel.

         H.  Viscosity

             The viscosity of fuel is a measure of its resistance to flow. It is
             important in the fuel auxiliary equipment since it determines
             pumping temperature, atomizing temperature and oil pump pressure.

             In order to obtain proper operation of the gas turbine, the maximum
             viscosity at the fuel nozzles must not exceed 10 centistokes for
             pressure atomizing or low-pressure air-atomization fuel systems,
             and 20 centistokes for high-pressure air-atomizing systems. When
             these limits are exceeded, poor ignition characteristics, smoking,
             unsatisfactory combustor exit temperature distribution, lowered
             combustion efficiency or formation of carbon may occur. In most
             cases, fuel heating must be employed to insure that these viscosity
             limits at the fuel nozzle are met under all ambient conditions. In
             all cases the fuel at initial light-off must be at or below 10 cSt
             viscosity.

             Minimum viscosity limits are imposed to safeguard the high pressure
             fuel pump, which depends on the lubricating qualities of the fuel
             for satisfactory operation. It should be noted that naphtha fuel
             can have a minimum viscosity as low as 0.5 cSt at 100(Degree)F
             (37.8 (Degree)C).

             Special pumps may be required for viscosities below 1.8 cSt at
             100(Degree) F.

         I.  Pour Point

             The pour point of a fuel is the temperature at which it will barely
             flow under standard conditions, and it is significant in connection
             with fuels that may require heating to make them pumpable and with
             fuels fed to a pump by gravity flow.

             Petroleum oils when cooled may change to a plastic state as a
             result of partial separation of wax (wax pour) or by congealing of
             hydrocarbons (viscous pour) comprising the oil.


<PAGE>

             A waxy fuel must be maintained at a high enough temperature to
             ensure that all of the wax is in solution to prevent wax crystals
             from clogging filters and lines. For distillates, wax separation
             can usually be avoided by heating the fuel to at least
             20-30(Degree)F (11-17(Degree)C) above the pour point. Waxy crude
             oils used as fuels may require even higher temperature
             differentials. Each type of waxy fuel must be evaluated
             individually for minimum wax solution temperature. (For methods,
             refer to page C2.)

         J.  Fuel Gravity

             The specific gravity is not a critical property of gas turbine
             fuels. Within a given fuel type it can indicate the chemical
             composition of the hydrocarbons. As an example, a distillate with a
             low specific gravity will be largely paraffinic whereas a high
             specific gravity will be more aromatic. The latter would have a
             greater tendency to smoke with other factors being equal.

             Gravity can have an economic significance where the fuel is
             purchased by volume since the total heat units will decrease with
             decreasing specific gravity.

             Residual fuels requiring washing will be more difficult to wash if
             the specific gravity approaches that of water.

             In the petroleum industry it is customary to use API gravity
             instead of specific gravity for convenience since the API system
             eliminates the small decimal difference between fuel samples
             encountered in the use of specific gravity. It is always referenced
             to 60(Degree)F (15.6(Degree)C).

                                API = [         141.5       ] - 131.5
                                      -------------------------------
                                                 SPEC. GRAY.

             SOME TYPICAL EXAMPLES ARE:

<TABLE>
<CAPTION>

--------------------- ---------------------- -----------------
                         SPECIFIC GRAVITY       API GRAVITY
--------------------- ---------------------- -----------------
<S>                         <C>                    <C>
Water                          1.00                10.0
--------------------- ---------------------- -----------------
Kerosene                    0.78-0.83              50-39
--------------------- ---------------------- -----------------
No. 2 Distillate            0.82-0.86              41-33
--------------------- ---------------------- -----------------
Crudes and Blends           0.80-0.92              45-22
--------------------- ---------------------- -----------------
Residual Oils               0.92-1.05              22-3
--------------------- ---------------------- -----------------

</TABLE>

         K.  Distillation

             The heavy duty gas turbine is not sensitive to the distillation
             characteristics of the fuel per se.

             Extremely volatile fuels such as naphthas require the use of a
             start-up fuel (light distillate) due to the low temperature at
             which they vaporize, giving the possibility of combustible vapors
             in the fuel lines.

             Very high end-point fuels, approximately 1000(Degree)F
             (538(Degree)C), can have excessive traces of vanadium which have
             distilled over. For this reason pure distillate usually would have
             a maximum end point specification. (This is also prevented by
             setting a maximum vanadium level.)


<PAGE>


        L.   Flash Point

             The flash point of a fuel is the temperature at which fuel vapors
             will flash when ignited by an external flame.

             The flash point is regulated for safety in fuel handling and
             storage. By itself it is not critical to turbine operation although
             it can affect the requirements for auxiliary equipment such as
             motors, relays, heaters, etc.

             Minimum permissible flash points are regulated by local, state or
             federal laws.

             Explosion-proofing of equipment may be required by local, state or
             federal regulations or other applicable codes when the flash point
             is below a minimum permissible value.

        M.   Thermal Stability

             The thermal stability of an oil is a measure of its ability to
             resist breaking down when heated to form deposits of resins and
             sludge. This can occur in the fuel nozzle area and in fuel heaters
             especially if the heater surface is far hotter than the surrounding
             oil. This polymerization to form deposits is a time--temperature
             phenomenon: being accelerated by high temperatures, long exposure
             times and contact with air.

             Thermal stability is most critical for high viscosity residual
             fuels which require high temperatures to meet fuel atomization
             viscosity requirements. The maximum allowable temperature specified
             is 275(Degree)F (135(Degree)C).

         N.  Compatibility

             Mixing certain residual type fuels with dissimilar residual fuels
             or diluting residual type fuels with certain distillates may result
             in the formation of tarry precipitates. The precipitation may occur
             immediately after mixing or may take some time to develop. Heating
             for prolonged periods of time will generally accelerate the
             separation.

             This tarry residue can accumulate in the bottom of tanks and can
             settle out in fuel lines and on filters.

             When the separation of residue occurs, it is usually in those
             residual fuels which have a heavy asphaltene fraction present as a
             collodial mestastable gel; such as those which have had an
             intensive heating history during refining. The nature of a solvent
             used for dilution (blending) is also important; paraffinic (low
             specific gravity) distillates are more apt to cause precipitation
             than aromatic (high specific gravity) distillates.

             One method of testing for compatibility is to make a 50-50 mixture
             of two oils and then subjecting the mixture to a thermal stability
             test A simple screening test is the ASTM D2781, "Compatibility of
             Fuel Oil Blends by Spot Test."

             ASTM Specifications do not specify this property, again because it
             has not been the practice of the oil suppliers to make this test.
             These specifications do not call for the test on the light
             distillate oils because it is very rare that they encounter
             compatibility difficulties with one another. However, for the
             heavier oils, it is necessary to start up and shut down the gas
             turbine on a light distillate oil; therefore, it is advisable to
             test the compatibility of the heavy oil/distillate mixture.


<PAGE>

        O.   Cetane Number

             Cetane number is an index of the burning quality of fuel in a
             diesel engine. It is specified only when the turbine fuel is also
             used in a diesel starting engine. Cetane number is most accurately
             measured in a special test engine, but a reasonably accurate value
             can be obtained from a correlation between the specific gravity and
             the 50% distillation point.

IX. FUEL ANALYSIS DATA REQUIREMENTS

        To evaluate-a liquid fuel for gas turbine application certain physical
        and chemical data are required. Basic specification requirements are
        given in Table 2, Section 3. Certain other data are needed for
        engineering purposes. Table 3 is a list of required data. Following is
        pertinent information on some of the analytical tests.

        A.   Sampling

             Since analyses of small traces of metals are involved, and since
             some tests use small amounts of sample, it is very important that
             the fuel sample is uniform and representative of the fuel as
             received by the user or shipped by the supplier. If the fuel is
             taken from a container, it should be thoroughly mixed mechanically
             before sampling. For sampling from storage tanks, refer to ASTM
             Standard Method for Sampling Petroleum Products, D-270-65.

             The sample for analysis should be stored preferably in plastic or
             plastic-lined metal containers. Avoid metal cans with soldered
             seams and containers with seals (rubber) which can disintegrate and
             contaminate the fuel. The container should only be about two-thirds
             full so that it may be well shaken before taking analytical
             samples. Heavy residual fuels should be in wide-mouth containers.

        B.   Healing Value

             The heating value measured is the High (Gross) Heating Value, where
             the water produced is condensed. The Low (Net) Heating Value is
             obtained by calculation from the Higher Heating Value by one of
             several methods including ASTM D 1405 and D240. The latter requires
             an accurate value for percent hydrogen while the former requires an
             aniline point (ASTM D1012) and specific gravity.

        C.   Viscosity

             Viscosities at two temperatures are needed for a
             viscosity-temperature relationship for the fuel; the two
             temperatures normally being 100(Degree)F (37.9(Degree)C) and
             210(Degree)F (98.9(Degree)C). If the pour point is between
             70(Degree)F (21(Degree)C) and 90(Degree)F (32(Degree)C), the lower
             temperature should be 122(Degree)F (50.0(Degree)C). For pour points
             between 90(Degree)F (32(Degree)C) and 120(Degree)F (49(Degree)C),
             the lower temperature should be 150(Degree)F (65.6(Degree)C).

        D.   Carbon Residue

             Ramsbottom carbon residue (ASTM D524) is preferred as more
             accurate. If the Contradson method (ASTM D189) is used, the results
             should be converted to Ramsbottom (see D524).


<PAGE>

        E.   Trace Metal Analysis

             Trace metal contaminant levels are usually measured by
             spectrometric methods such as atomic absorption, flame emission or
             a spark source spectrometry. The first two methods use a solvent
             diluted fuel sample while the latter operates directly on the
             original fuel. In any case, the reference standards must match the
             fuel properties as closely as possible. For very accurate analyses
             of vanadium and lead, it is better to ash the fuel and run the
             spectrometric analysis on an aqueous solution of the treated ash.
             In the ashing procedure, special care must be taken not to lose
             these elements.

         F.  Wax Content and Wax Melting Point

             Crude oils and heavy true distillates should be tested to determine
             the minimum fuel temperature required to keep all of the wax in
             solution.

             One approach is to remove the wax from the fuel and then to
             determine its melting point, which represents the maximum solution
             temperature. There is no standard method for wax separation, but
             there are several laboratory procedures which are satisfactory.
             They all involve dilution of the fuel with a poor wax solvent and
             then chilling to 0(Degree)F (-18(Degree)C) or lower to separate the
             wax crystals which are filtered out at low temperature.

             An instrumental procedure which measures the wax solution
             temperature directly on the fuel is Differential Scanning
             Calorimetry (DSC). This method is still being developed and has not
             yet been successful with all crude oils.

             For light distillate fuels, ASTM D 2500 Cloud Point or ASTM D3 117
             Wax Appearance Point may be used.


<PAGE>


                          Table 3-- Fuel Analysis Data

<TABLE>
<CAPTION>

                 PROPERTY                          ASTM METHOD (1)                     MEASURED VALUE

<S>                                                       <C>                            <C>
     Gross Heating Value, Btu/lb                          D240
     Kin. Viscosity, cSt, 100(Degree)F (37.8(Degree)C)    D445
     Kin. Viscosity, cSt, 122(Degree)F (50.0(Degree)C)    D445
     Kin. Viscosity, cSt, 210(Degree)F (98.9(Degree)C)    D445
     Specific Gravity, 60(Degree)F (15.6(Degree)C)        D1298
     Specific Gravity, 100W (37.8(Degree)C)               D1298
     Pour Point, (Degree)F ((Degree)C)                    D97
     Rash Point, (Degree)F ((Degree)C)                    D98
     Distillation Range (Not on Residuals)                D86
                                                                                         IBP  (Degree)
                                                                                         10%  (Degree)
                                                                                         20%  (Degree)
                                                                                         30%  (Degree)
                                                                                         40%  (Degree)
                                                                                         50%  (Degree)
                                                                                         60%  (Degree)
                                                                                         70%  (Degree)
                                                                                         80%  (Degree)
                                                                                         90%  (Degree)
                                                                                         EP   (Degree)
      Carbon Residue, Wt. %                               D524                           _____________
      Sulfur, Wt. % (Very Light Distillates)              D1266                          _____________
      Sulfur, Wt. % (All Other Fuels)                     D129                           _____________
      Hydrogen, Wt. %                                                                    _____________
      Nitrogen, Wt. %                                                                    _____________
      Total Ash (2), ppm                                  D482                           _____________

</TABLE>

<PAGE>


                      Table 3-- Fuel Analysis Data (Cont'd)

<TABLE>

<S>                                                   <C>                               <C>
     Trace Metals, ppm (2)                                                              _______________
           Sodium
           Potassium                                                                    _______________
           Vanadium                                                                     _______________
           Calcium
           Lead                                                                         _______________
           Other Metals Over 5 ppm
     Sediment & Water Vol. %                          D1796                             _______________
     Water, Vol. %                                    D95                               _______________
     Filterable Dirt, mg/100ml                        D2276                             _______________
     Wax, Wt. %                                                                         _______________
     Wax, Melting Point, (Degree)F                                                      _______________
     Cetane No. (Diesel Engine Start Only)            D975                              _______________

</TABLE>


     (1) Book of ASTM Standards, Part 17
     (2) A total ash less than 3 ppm is acceptable in place of trace metal
         analysis
     (3) Wax data only on crudes and heavy distillates



                       THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE>






                                        GE INDUSTRIAL & POWER
                                        SYSTEMS
                                        GENERAL ELECTRIC COMPANY
                                        ONE RIVER ROAD, SCHENECTADY NY 12345
                                        518. 385.2211 TX: 145354




<PAGE>




                                   APPENDIX F

               REQUIREMENTS FOR WATER/STEAM PURITY IN GAS TURBINES
                                  (GEK 101944)


<PAGE>


                                                                      GEK 101944
                                                                       APRIL1995



                                                                GE POWER SYSTEMS
                                                                     GAS TURBINE



                          Requirements for Water/Steam
                             Purity in Gas Turbines







THESE INSTRUCTIONS DO NOT PURPORT TO COVER ALL DETAILS OR VARIATIONS IN
EQUIPMENT NOR TO PROVIDE FOR EVERY POSSIBLE CONTINGENCY TO BE MET IN CONNECTION
WITH INSTALLATION, OPERATION OR MAINTENANCE. SHOULD FURTHER INFORMATION BE
DESIRED OR SHOULD PARTICULAR PROBLEMS ARISE WHICH ARE NOT COVERED SUFFICIENTLY
FOR THE PURCHASER'S PURPOSES THE MATTER SHOULD BE REFERRED TO THE GE COMPANY.


<PAGE>

I.       INTRODUCTION

Water/steam, fuel and air all carry contaminants which can cause serious damage
to hot gas path components if the levels at which they are present are not
controlled. This document identifies the contaminant limits for water/steam
entering gas turbines. Ultimately, the total contaminant loading allowed is
determined by the fuel specifications (GEI 41047, for liquids, and GEI 41040,
for gases), which identify all contaminants entering a gas turbine from all
sources. The concern for any contaminants entering the hot gas path is two-fold.
Will they cause hot corrosion, as for example do sodium and potassium salts, and
will they cause deposits, as for example do calcium salts and silica.

Water and/or steam is injected into the combustion system for NOx control and/or
power augmentation, in quantities comparable to fuel flow rates, and must meet
strict criteria for purity similar to those required for gas turbine fuels.
Furthermore, water/steam chemistries must be compatible with the materials used
in the piping which bring the fluids to the turbine.

Water also enters gas turbines with the compressor air. This may occur naturally
as from water ingestion in coastal or marine locations, or from rain, or from
water produced when humid air is cooled below its dew point at the compressor
inlet and a fog develops. Finally, water can enter a compressor as a result of
carryover from such devices as moisture separators or evaporative coolers.
Discussion of inlet air treatment is discussed in GER 3419. The effects of water
on compressor materials is discussed in GER 3601.

Of course, water of evaporation adds no contaminants to the incoming air, but
carry-over water adds the contaminants contained in the water.

Additional sources of water born contaminants which enter the turbine are
referenced in the following documents: compressor and turbine washing (GEI 41042
or GEK 103623), and water for dissolving Epsom salt, the heavy fuel vanadium
inhibitor (GEK 28122).

II.      INJECTION WATER/STEAM SPECIFICATION

Table 1 gives criteria for acceptable water/steam for gas turbine injection. All
flows (air, water/steam, and fuel) into the turbine contribute to the
contaminants in the combustion gases, and hence to corrosion and deposits-in the
hot gas path. The fuel specification GEI 41047 states that the sum of the
contaminants from all sources, referred to the fuel must satisfy the fuel
specification. This part of the fuel specification, given in Table 2, forms the
basis for contaminant levels entering the gas turbine from all sources.

Dissolved oxygen, pH, solids, and additives, all quantities considered in the
water chemistry of boilers and steam turbines, must also be considered when
water/steam is injected into gas turbines.

Water treated with sodium compounds for pH or oxygen control should not be used
for injection into gas turbines or for attemperation of steam used for injection
into gas turbines. Such water can cause corrosion of the hot gas path
components, and also stress corrosion cracking of piping equipment. It should he
appreciated that very dilute solutions of some additives become concentrated
during operation, through stagnation and evaporation.


<PAGE>

This is especially true of NaOH, used sometimes for pH control. Attemperation
water, containing NaOH, has produced caustic deposits in 316 stainless steel
flex hose by evaporation, resulting in cracking. Units in which this has
occurred have reported fuel nozzle deposits, first stage nozzle deposits, and
bucket corrosion.

The preferred water sources are clean boiler condensate or demineralized make-up
water. Preferred steam sources are from steam turbines. This steam should
satisfy GEK 98965, which is a tighter restriction than given in Table 1. Steam
from non-steam turbine sources must satisfy Table 1. Volatile additives are
permitted for condensate pH control, such as ammonia, morphuline, and
cyclohexylamine. These additives do not add to the alkali burden of the turbine,
and will not accumulate in piping, valves, etc.

Deposit formation in the turbine from contaminants in injection water is also a
concern. In demineralization ion exchange systems a special situation may arise
in the case of silica. Silica absorbed by the anion exchanger may not be
completely removed during regeneration causing it to accumulate. Eventually,
leakage will occur, allowing silica discharge into the effluent and into the
turbine. Such occurrences have lead to combustion liner hole plugging and forced
outages. Prevention of silica breakthrough requires longer regeneration times at
higher temperatures, and effluent monitoring. ION EXCHANGE MANUFACTURERS SHOULD
BE CONSULTED. Another problem arises if silica is present in a colloidal form.
In this form it can pass through ion exchangers and it cannot be detected by
conductivity measurements. WATER TREATMENT EXPERTS SHOULD BE CONSULTED. THEY CAN
MAKE RECOMMENDATIONS CONCERNING PROPER TREATMENT.

III.     LIMITS ON WATER QUALITY FOR EVAPORATIVE COOLING SYSTEMS

Water quality must be maintained in evaporative coolers in order to ensure good
long term system performance. Dirty water will foul the cooler media, eventually
resulting in carry-over and possible damage to the gas turbine. Also, water
which is very pure, such as demineralized make-up water, may degrade the
materials of the cooler. CONSULT THE OPERATION AND MAINTENANCE MANUAL FOR THE
EVAPORATIVE COOLER FOR SPECIFIC DETAILS.

To prevent excessive scaling of the cooler media water should be monitored to
maintain one of the stability indices, such as Langelier or Ryznar (See Nalco
Water Handbook, McGraw-Hill, 2nd edition, 1988).

When trace metals in the fuel, water or steam are not precisely known, a limit
for these contaminants in the inlet air of 0.005 ppm is nominally set (GER
3419). Carry-over limits on contaminants may be obtained from a mass balance on
the equivalent carry-over water for a specified contaminant level in the air(a).
Thus,

         (1)      W=A(X(a) /X(w))=0.005(A/ X(w))

where W and A are the flows of water and air, respectively, and X(w), and X(a)
are the concentrations (ppm) of the contaminants in the water and air (1),
respectively.

Figure 1 gives carry-over limits for gas turbine contaminants based on Equation
(1) for several air flows. For example, if the concentration of Na in the
make-up water is 100 ppm and the air flow is 300 lbs/sec, then 4 cc/sec would be
the limiting carry-over rate.


<PAGE>


IV.      APPLICABLE REFERENCE DOCUMENTS

GEI 41047        Gas Turbine Liquid Fuel Specification
GEI 41040        Process Specification, Fuel Gases For Combustion in Heavy-Duty
                 Gas Turbines
GER 3419         Gas Turbine Inlet Air Treatment
GER 3601         Gas Turbine Compressor Operating Environment and Material
                 Evaluation
GEI 41042        Gas Turbine and Compressor Cleaning
GEK 103623       Gas Turbine Compressor Washing
GEK 28122        Specification For Magnesium Sulfate For Gas Turbine
GEK 98965        Steam Purity For Industrial Turbines
Nalco Water Handbook, Frank N. Kemmer, Editor, McGraw-Hill,
Second Edition, 1988




(a) Although, no standard method exists for sampling compressor air, EPA, 40 CFR
50, gives a number or methods for sampling particulate. Chemical analysis would
be according to EPA 200.7 for particular contaminants.


<PAGE>


             TABLE 1. INJECTION WATER / STEAM PURITY MAXIMUM LIMITS

<TABLE>
<CAPTION>

                                                             METHOD
<S>                                         <C>             <C>
Trace Metals:
       Sodium plus Potassium(1)             0.5 ppm         EPA 200.7
       Calcium                              1.0 ppm         EPA 200.7

Total Solids
       Total dissolved solids               5.0 ppm         EPA 160.1
       Total suspended solids                               EPA 160.2

</TABLE>

(1) Other metals not normally encountered in water/steam but found in fuel oils,
such as vanadium and lead, or other alkali metals such as lithium, are also to
be included.



   TABLE 2. TRACE METAL CONTAMINANT SPECIFICATION MAXIMUM LIMITS, ALL SOURCES

<TABLE>
<CAPTION>

CONTAMINANT                                            CONTAMINANT LIMIT (PPMW)
                                                       REFERRED TO THE FUEL(1)
<S>                                                               <C>
Sodium plus Potassium                                             1.0
Lead                                                              1.0
Vanadium                                                          0.5
Calcium                                                           2.0

</TABLE>


(1) The tabulated limits in parts per million by weight (ppmw) are for A / F =
50. For other A / F ratios multiply the tabulated limits by ((A / F + 1) / 51).
The total contamination referred to the fuel from all sources is determined from
the equation:
(A / F) X(a) + (W / F) X(w) + X(f) = Contamination (ppmw), all sources,
referred to the fuel, where A, W, F are air, water and fuel flows (lbs/sec),
respective; and X(a), X(w), X(f) are air, water and fuel contaminant
concentrations (ppmw), respectively.


<PAGE>


                        Figure 1. Limiting Carry-Over for
                        Minimizing Turbine Hot Corrosion







                                   [GRAPHIC]








                          Sodium in Make-up Water (ppm)


<PAGE>



GE POWER SYSTEMS

GENERAL ELECTRIC COMPANY
ONE RIVER ROAD, SCHENECTADY, NY 12345
518. 385.2211 TX: 145354




<PAGE>

                                   APPENDIX H

                              M&D SYSTEM CONDITIONS


<PAGE>

                                   APPENDIX H
                              M&D SYSTEM CONDITIONS


As part of the M&D System, Seller or one of its affiliates shall place On-Site
Monitors (OSM) on the Covered Units. These OSMs will be connected by a telephone
line to the GE Monitoring and Diagnostic Center located in Schenectady, New
York, and are intended to assist Seller to more efficiently manage its
obligations under this Contract.

The OSM consists of the following components to be installed at the Site:

1.   One Windows NT based computer system (CPU, Monitor, Keyboard, Trackball,
     etc.).

2.   One internal modem per computer system to provide remote access.

3.   The required interconnection devices such as short haul modem pairs, etc.

4.   The software package and configuration to collect and monitor data from the
     turbine control system and other specified devices.

5.   An external DAT tape backup device.

The following conditions shall apply to the OSM:

1. Seller assumes no greater or lesser liability than it has under the terms of
the Contract as a result of the application of the OSMs to the Covered Units.
Further, Seller shall not be responsible, whether in contract, tort (including
strict liability or fault), warranty or otherwise for failing to monitor the OSM
or failing to notify Buyer of abnormalities.

2. The OSM equipment that will be placed on the Covered Units is passive and
will not interfere in any way with the operation of that equipment.

3. Title to the OSM hardware and software is and shall remain with Seller or its
affiliates. Seller does not sell or license the OSM, and does not grant any
ownership or license interest in the OSM to Buyer by virtue of this program.
Buyer acknowledges that, in addition to Seller-owned software, the OSM contains
certain third party software, which may include, but is not limited to, software
obtained by Seller from OSI Software, Inc., which Seller either owns or is
licensed to use and that Seller does not extend any license to any such software
to Buyer. Buyer agrees not to alter the hardware, software, connections or
configuration of the OSM or its connection to the data stream, and will not add
tags, links to other devices or systems or otherwise change the OSM setup,
functioning and configuration, or connectivity.

4. The OSM will include standard data displays for data visualization which
Buyer may view, and Seller will furnish to Buyer the password(s) necessary to do
so. However, Seller assumes no liability whatsoever for any action, or inaction,
which Buyer elects as a result of viewing this data.

5. Buyer agrees not to attempt to access any data, displays, information,
software or other parts or functions of the OSM that have not been specifically
made available to it by Seller, whether or not protected or restricted.


<PAGE>

6. Buyer agrees not to disassemble, reverse engineer, reverse assemble,
decompile or otherwise attempt to derive the source code of any OSM software,
including third party software.

7. In the event that Buyer uses, accesses or alters any data, displays,
information, software or hardware, or otherwise acts in violation of this
agreement, including unauthorized use of any third party software such as, but
not limited to, software of OSI Software, Inc., Seller and the third party
software provider(s) shall have the right to recover damages from Buyer and
Buyer shall indemnify and hold harmless GE from all claims, losses, damages,
judgments, expenses, including attorneys' fees and litigation expenses, arising
out of or related to any such violation of this agreement by Buyer. Buyer
further understands and


<PAGE>

acknowledges that third party software providers may be able to assert certain
other property rights, such as copyright rights, on their own behalf.

8. Buyer shall make a phone line available for Seller connection to the OSM
assigned specifically for use of the OSM. This phone line shall not be used by
Buyer or others for any other communications or purpose. The said phone line
shall be and remain continuously connected to the OSM. The phone line must be
direct and not through a switchboard. Buyer shall not connect, or allow to be
connected, to the OSM any other phone line. Buyer shall not initiate or allow
any remote access to the OSM, whether through the assigned phone line or
otherwise, or allow others to do so.

9. Buyer does not have any right or responsibility to maintain or repair the
OSM.

10. Seller will provide instruction to Buyer's personnel on-site concerning the
OSM features to which Buyer will have access.

11. Buyer shall supply and maintain an electric power source for the OSM. Seller
shall have a right to access the OSM and its connections at all reasonable
times.

12. Buyer will ensure that each of their employees who may come in contact with
the OSM is made aware of the Buyer commitments described herein, and abides by
them.

13. Although the OSM program is to support Seller's obligations under the
Contract, and will be removed at the conclusion of that program, the date of
removal shall have no bearing on determining the term specified in the Contract.


<PAGE>


                                   APPENDIX I



                           ENGINEERING SERVICES RATES


<PAGE>

                                  APPENDIX I-1

                           ENGINEERING SERVICES RATES

GLOBAL POWER GENERATION SERVICES DEPARTMENT
ENGINEERING SERVICES
EXTERNAL COMMERCIAL RATES
EFFECTIVE JANUARY 1, 1999

<TABLE>
<CAPTION>
------------------------------ -------------------------------------- ---------------------------------------
                                            DEMAND RATE               ADVANCED COMMITMENT RATE
------------------------------ -------------------------------------- ---------------------------------------
------------------------------ ---------------- --------------------- -------------------- ------------------
RATE CLASSIFICATION            Straight Time    Overtime              Straight Time        Overtime
                               $/HR             $/HR                  $/HR                 $/HR
------------------------------ ---------------- --------------------- -------------------- ------------------
------------------------------ ---------------- --------------------- -------------------- ------------------
<S>                            <C>              <C>                   <C>                  <C>
Field Engineering Service      [*]              [*]                   [*]                  [*]
------------------------------ ---------------- --------------------- -------------------- ------------------
------------------------------ ---------------- --------------------- -------------------- ------------------
Lead Field Eng. Service        [*]              [*]                   [*]                  [*]
------------------------------ ---------------- --------------------- -------------------- ------------------
------------------------------ ---------------- --------------------- -------------------- ------------------
Specialty Field Eng. Service   [*]              [*]                   [*]                  [*]
------------------------------ ---------------- --------------------- -------------------- ------------------
------------------------------ ---------------- --------------------- -------------------- ------------------
Site Management Service                                               [*]                  [*]
------------------------------ ---------------- --------------------- -------------------- ------------------
------------------------------ ---------------- --------------------- -------------------- ------------------
Consulting Analyst Service                                            [*]                  [*]
------------------------------ ---------------- --------------------- -------------------- ------------------
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
------------------------------ ---------------- --------------------- -------------------- ------------------
Performance Test Eng. Service  [*]              [*]                   [*]                  [*]
------------------------------ ---------------- --------------------- -------------------- ------------------
------------------------------ ---------------- --------------------- -------------------- ------------------
Instrumentation Specialty      [*]              [*]                   [*]                  [*]
Service
------------------------------ ---------------- --------------------- -------------------- ------------------
-------------------------------------------------------------------------------------------------------------
  Advance Commitment  rates apply for purchase  orders received at least 90 days
      prior to start of  service.  A minimum  charge of 8 hours  times the above
      straight time rates will be billed for all services.
-------------------------------------------------------------------------------------------------------------

</TABLE>


                      INSTALLATION AND MAINTENANCE SERVICES

FIELD ENGINEERING: This service is defined as technical advice and counsel from
Field personnel based on good engineering, manufacturing, installation and
operation practices as applicable to the equipment. To the extent specified
during performance of work, such services may also include testing, adjustment,
programming and other similar services. Field Engineering Service does not
include supervision or management of Purchaser's employees, agents, or other
contractors.
LEAD FIELD ENGINEERING: This service includes responsibility for the direction
of the activities of one or more field engineers during the erection, assembly,
check-out, start-up, maintenance, inspection, or repair of equipment and
systems.
SITE MANAGEMENT: This service includes all management responsibilities including
planning, organizing, integrating and monitoring of resources such as labor,
supervisors, tools and technical assistants as required to complete the
workscope.
PERFORMANCE TEST ENGINEERING: This Service is for technical direction of
contractual performance tests conducted by GE
INSTRUMENTATION SPECIALIST: This service is the calibration and installation of
performance test instrumentation and is provided only in conjunction with other
performance test engineering services.

                               SPECIALTY SERVICES

GENERATOR: Field engineers who have completed training and are experienced in
the inspection, test and repair of generator equipment.

LASER ALIGNMENT: Specialists utilizing proprietary digital laser alignment
equipment, technology and fixtures, and GE fleet data, to optimize internal
component alignment and potentially provide significant reductions in outage
duration over conventional alignment methods.

GAS/STEAM PATH: These services determine the thermodynamic losses on a stage by
stage basis and feature a detailed inspection of the turbine steam/gas path once
the upper-half shell and casings have been removed. Strips. Results of the
inspection give the financial benefits of repairs or replacement parts that
allow an operating plant to make repair/replacement decisions during the outage.

START-UP/CONTROLS: Specialists that perform commissioning, start-up and
troubleshooting of gas and steam turbine generator control systems.

GAS TURBINE DLN: Specialist skilled in the proper methods required for properly
balancing the Dry Low Nox


<PAGE>

system to optimize reductions in gas turbine emissions and optimize life
expectancy of combustion system components.
EXCITATION: Specialist skilled in the checkout, startup and troubleshooting of
excitation systems interfacing circuits, breakers, and power systems.
VIBRATION: Specialist experienced in the areas of vibration data acquisition,
analysis, and has the skills required to perform a diagnostic balance program,
make recommendations, and install balance weights.
STATIC STARTER: Specialists skilled in commissioning, startup and
troubleshooting of static start/load commutating inverter (LCI) equipment.
EMERGENT TECHNOLOGY: Specialist with skills in an area involving new and/or
emergent technology that is not specifically covered by the Specialist
categories listed above.
CONSULTING ANALYST: Technical assistance of personnel not normally classified as
field personnel for the solution of problems that require highly specialized
background and experience.
DIAGNOSTICS: Specialist skilled in performance diagnostic tests and diagnostic
data analysis, such as plant evaluations, equipment performance services and
general consulting for plant performance issues.
PROFESSIONAL WITNESS: This service is defined as technical direction and
coordination of performance tests not conducted by GE.

NOTES:

1.       The normal workweek is five consecutive eight hour days. Time in excess
         of the normal workweek and GEII holidays, will be billed at the
         overtime rate.
2.       Travel time will be charged at the applicable hourly rate from the
         Field Engineer's point of origin to the jobsite and return.
3.       Travel and Living (T&L) for the Continental U.S.A. will be billed for
         any portion of a day worked, as follows, based on the distance from the
         GEII office responsible for providing service:
               40 miles or less:         [*] per day per employee
               Greater than 40 miles:    [*] per day per employee
               Air Travel                Cost plus 15% administrative adder
4.       T&L for Alaska, Hawaii, and international locations, including air
         travel, will be billed at cost plus 15% administrative adder.
5.       Purchased Craft Labor & MATERIALS (PL&M) WILL BE BILLED AT COST PLUS
         25% ADMINISTRATIVE ADDER.
6.       Consult with the local GEII office to determine any taxes, fees, or
         VAT that may be in addition to the above rates.
7.       Consult with local GEII office to determine applicable charges for
         special tooling and/or test equipment.


<PAGE>


                                  APPENDIX I-2

                               G.E. POWER SYSTEMS
                                   CRAFT LABOR

<TABLE>
<CAPTION>

------------------------------------- ----------------------------------- -----------------------------------
        Labor Classification                    Straight Time                          Overtime
------------------------------------- ----------------------------------- -----------------------------------
<S>                                                 <C>                                 <C>
------------------------------------- ----------------------------------- -----------------------------------
              Foreman                               [*]                                 [*]
------------------------------------- ----------------------------------- -----------------------------------
------------------------------------- ----------------------------------- -----------------------------------
              Mechanic                              [*]                                 [*]
------------------------------------- ----------------------------------- -----------------------------------
------------------------------------- ----------------------------------- -----------------------------------
             Helper A/B                             [*]                                 [*]
------------------------------------- ----------------------------------- -----------------------------------
------------------------------------- ----------------------------------- -----------------------------------
               Clerk                                [*]                                 [*]
------------------------------------- ----------------------------------- -----------------------------------
</TABLE>

Note 1:   The straight time rate is applicable to the first eight (8)
          consecutive hours worked each working day, Monday through Friday,
          excluding holidays.

Note 2:   The overtime rate is applicable to all time worked in excess of
          eight (8) hours of each working day, Monday through Friday, and all
          hours worked on Saturday, holidays and Sundays.



<PAGE>


                                  APPENDIX I-3

                          Inspection & Repair Services
                       Domestic External Commercial Rates
                            Effective January 1,1999

<TABLE>
<CAPTION>

--------------------------------------- ----------------------- ------------------------------ ----------------------------
Personnel Classification                 Straight Time Rates              Overtime                     Double Time
--------------------------------------- ----------------------- ------------------------------ ----------------------------
--------------------------------------- ----------- ----------- ------------------------------ ----------------------------
                                          Demand      90-Day    Weekday & Saturday Rates            Sunday & Holiday Rates
                                          Hourly     Advance       Demand90-Day                   Demand90 Day
                                          Rates        Rate
                                                                Advance                        Advance
--------------------------------------- ----------- ----------- ------------------------------ ----------------------------
--------------------------------------- ----------- ----------- ------------------------------ ----------------------------
<S>                                        <C>                    <C>                           <C>
   Technical Consultant                    [*]         [*]        [*]               [*]         [*]             [*]
   Special Eng or Project Supervisor       [*]         [*]        [*]               [*]         [*]             [*]
   Working LeaderTurbineTechnician         [*]         [*]        [*]               [*]         [*]             [*]
   Turbine Technicians
       Steam                               [*]         [*]        [*]               [*]         [*]             [*]
       Gas-Frame 3/5                       [*]         [*]        [*]               [*]         [*]             [*]
       Gas-E class, 6B                     [*]         [*]        [*]               [*]         [*]             [*]
       Gas-F technology                    [*]         [*]        [*]               [*]         [*]             [*]
   Working Leader Generator Winder         [*]         [*]        [*]               [*]         [*]             [*]
   Generator Winder                        [*]         [*]        [*]               [*]         [*]             [*]
   Working Leader Craftsman                [*]         [*]        [*]               [*]         [*]             [*]
   Craftsman                               [*]         [*]        [*]               [*]         [*]             [*]
   All Other General                       [*]         [*]        [*]               [*]         [*]             [*]
--------------------------------------- ----------- ----------- ------------------------------ ----------------------------
</TABLE>

         o        Overtime billing rates of 150% will apply for all overtime
                  work performed in excess of eight (8) hours of combined work
                  and/or travel on Mondays through Friday except observed
                  holidays, and for work and/or travel performed during the
                  first twelve (12) hours on a Saturday which is not an observed
                  holiday. Overtime billing rates of 200% will apply for work
                  performed in excess of twelve (12) hours on weekdays and
                  Saturday, and for all work performed on Sundays and Holidays.

         o        Travel time billing rates will be billed at straight time
                  hourly rates for all travel time on weekdays (Monday Through
                  Friday) that are not observed holidays. Overtime and Saturday
                  hourly rates will be billed for all travel time on Saturdays,
                  Sundays and observed holidays. No double time will be billed
                  for hours spent in travel, even though labor agreements
                  require that the individual is paid at a higher rate.

         o        Minimum billing for on-site work will be four (4) hours for
                  each worker including travel and work time regardless of
                  actual time worked. Over four (4) hours up to eight (8) hours
                  will be billed at eight (8) hours.


[*] The remaining pages of Appendix I have been omitted and filed separately
with the Securities and Exchange Commission as part of a Confidential
Treatment Request.



<PAGE>
                                   APPENDIX J
                         INITIAL OPERATIONAL SPARE PARTS


<PAGE>

                                   APPENDIX J

INITIAL OPERATIONAL SPARE PARTS

Seller shall provide the following Initial Operational Spare Pans, on site prior
to the Performance Start Date, to support the Sellers obligations in this
Contract. Buyer is responsible for the replenishment of this inventory and will
provide them to Seller at no cost per the provision of this Contract.

The Summary of the prices for the Initial Operational Spares is:

Gas Turbine Operational Spares
Gas Turbine Accessory Module Spares
Gas Turbine Generator Operational Spares
Excitation Spares
Spare Mark V panel with common spares
Static Start System Operational Spares

TOTAL                                                    [*]


[*] The remaining pages of Appendix J have been omitted and filed separately
with the Securities and Exchange Commission as part of a Confidential
Treatment Request.

<PAGE>





                                   APPENDIX K

                               INITIAL SPARE PARTS


<PAGE>


                                   APPENDIX K

INITIAL SPARE PARTS

Seller shall provide the following Initial Spares, on site prior to the
Performance Start Date, to support the Sellers obligations in this Contract for
the Price specified in Appendix A, Section 6.6.

<TABLE>

--------------------------------------------- -----------------
<S>                                           <C>
Fuel Nozzle Assembly without Tips (1 set)
--------------------------------------------- -----------------
Combustion Liners & Cap Assembly (1 set)
--------------------------------------------- -----------------
Transition Pieces (1 set)
--------------------------------------------- -----------------
Fuel Nozzle (1 set)
--------------------------------------------- -----------------
TOTAL                                         [*]
--------------------------------------------- -----------------

</TABLE>


<PAGE>




                                   APPENDIX L

                       TECHNICAL ADVISOR RESPONSIBILITIES


<PAGE>


                                   APPENDIX L

                       TECHNICAL ADVISOR RESPONSIBILITIES

The LTSA Service Director serves as the single point GE contact for the Customer
for all turbine generator services for the duration of the contract. The Service
Director will coordinate outage activities, conduct periodic meetings, provide
responses to technical inquiries, and work with the Customer to meet the
Critical to Quality (CTQs) initiatives set forth in the contract. The Service
Director's responsibilities include, but are not limited to, the following:

-    Coordinate the Power Generati6ii Services (PGS), Apparatus Service
     Department (ASD), and Parts Center activities for the LTSA contract
     responsibilities and additional Customer extra work activities related to
     the turbine generator.

-    Conduct Maintenance Planning Meetings, Pre-Outage Meetings, and Post-Outage
     Meetings.

-    Conduct contract Quarterly Review Meetings which outline LTSA activities
     and unit performance.

-    Order and track parts for the LTSA outages and inventory. A parts
     management system will include all spare parts within GE scope and identify
     their storage location or source of availability.

-    Forward Technical Information Letters (TILs) and Engineering Change Notices
     (ECNs) to the customer and plan the implementation of any recommendations
     from these documents.

-    Track the repair of turbine generator parts in the ASD facilities and
     maintain a status chart of the parts in repairs.

-    Respond to Customer technical inquiries utilizing the Power Answer Center
     to access the appropriate Engineering and Commercial personnel.

-    Provide information regarding the latest advancements in Conversion,
     Modification, and Upgrade (CM&U) opportunities to the customer and assist
     with implementation of any such CM&Us.

-    Work with the plant O&M staff to develop maintenance schedules which
     optimize plant reliability and availability.

-    Maintain a unit operating history for the turbine generator sets.


<PAGE>

-    Identify Critical to Quality (CTQs) which need improvement and structure
     projects and action items to address the needs.

-    Conduct periodic site visits to assess the operating condition of the units
     and address any concerns of the plant Operations and Maintenance personnel.

-    Respond to forced outages to insure the best response time and provide the
     necessary resources to restore the unit to operating conditions in a timely
     manner.


<PAGE>


                                    APPENDIX M

                        REDACTED POWER PURCHASE AGREEMENT