<PAGE>


                                                                  EXHIBIT 10.11
                                  CONFIDENTIAL




                              CONTRACT FOR PURCHASE

                                     between

                             TENASKA GEORGIA I, L.P.

                                       and

                            GENERAL ELECTRIC COMPANY



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.

<PAGE>


                                TABLE OF CONTENTS

<TABLE>

<S>       <C>                                                                                                            <C>
ARTICLE 1.  DEFINITIONS...................................................................................................1
           Acceptance Testing.............................................................................................1
           Applicable Laws................................................................................................1
           Availability Test..............................................................................................1
           Business Days..................................................................................................1
           Buyer's Inspector(s)...........................................................................................1
           Cancellation Charge............................................................................................1
           Commercial Operation...........................................................................................1
           Computer Programs..............................................................................................1
           Contract.......................................................................................................2
           Delay Notice...................................................................................................2
           Delivery.......................................................................................................2
           Delivery Point.................................................................................................2
           Demonstration Tests............................................................................................2
           Design Finalization Meeting....................................................................................2
           Directed Order.................................................................................................2
           Dispute Notice.................................................................................................2
           Documentation..................................................................................................2
           Emissions Test.................................................................................................2
           EPC Agreement..................................................................................................2
           EPC Contractor.................................................................................................2
           Equipment......................................................................................................2
           Excusable Delay................................................................................................2
           Facility.......................................................................................................2
           Guarantee Fuel.................................................................................................2
           Initial Synchronization........................................................................................3
           Liquidated Damage Performance Guarantees.......................................................................3
           Month..........................................................................................................3
           Normal Carriage................................................................................................3
           Options........................................................................................................3
           Performance Guarantees.........................................................................................3
           Performance Minimums...........................................................................................3
           Performance Tests..............................................................................................3
           Power Purchase Agreement.......................................................................................4
           Project........................................................................................................4
           Project Coordinators...........................................................................................4
           Projected Date of Commercial Operation.........................................................................4
           Proposed Delivery Date.........................................................................................4
           Punch List.....................................................................................................4
           Requested Delivery Date........................................................................................4
           Scheduled Delivery Date........................................................................................4
           Section(s).....................................................................................................4
           Services.......................................................................................................4
           Site...........................................................................................................4
           Spare Part.....................................................................................................4
           Specifications.................................................................................................4
           Subcontractor(s) or Supplier(s)................................................................................4
           Substantial Completion.........................................................................................5
           Total Contract Price...........................................................................................5

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                                  CONFIDENTIAL

           Unit(s)........................................................................................................5
           Unit Contract Price............................................................................................5
           Utility Tests..................................................................................................5
           Witness Tests..................................................................................................5

ARTICLE 2.  SCOPE OF SUPPLY...............................................................................................6
           2.1  Scope.....................................................................................................6
           2.2  Directed Order............................................................................................6
           2.3  Multiple Projects.........................................................................................6
           2.4  Options...................................................................................................6
           2.5  Pre-Assembly..............................................................................................6

ARTICLE 3.  PRICE AND TERMS OF PAYMENT....................................................................................8
           3.1  Total Contract Price......................................................................................8
           3.2  Sales Tax.................................................................................................8
           3.3  Progress Payment Schedule.................................................................................8
           3.4  Changes in Total Contract Price...........................................................................8
           3.5  Progress Payment Invoices.................................................................................9

ARTICLE 4.  SHIPMENT AND DELIVERY........................................................................................11
           4.1  Shipment of Equipment....................................................................................11
                       (a)  Combustion Turbine Scheduled Delivery Date...................................................11
                       (b)  Revised Total Contract Price and Payment Schedule............................................11
                       (c)  Scheduled Delivery Date......................................................................12
                       (d)  Delivery.....................................................................................12
           4.2  Method of Shipment.......................................................................................13
           4.3  Early Shipment...........................................................................................13
           4.4  Inspection of Equipment..................................................................................13

ARTICLE 5.  INSPECTION AND FACTORY TESTS.................................................................................14
           5.1  Inspection Rights........................................................................................14
           5.2  Witness Tests............................................................................................14
           5.3  Notification of Testing..................................................................................14
           5.4  Consequences of Inspection...............................................................................14

ARTICLE 6.  DELIVERY, TITLE, AND RICK OF LOSS............................................................................15
           6.1  Risk of Loss.............................................................................................15
           6.2  Passage of Title.........................................................................................15
           6.3  Computer Programs........................................................................................15
           6.4  License of Computer Programs.............................................................................15

ARTICLE 7.  EXCUSABLE DELAYS.............................................................................................17
           7.1  Excusable Delay..........................................................................................17

ARTICLE 8.  COMPLIANCE WITH LAWS, CODES AND STANDARDS....................................................................18

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                                  CONFIDENTIAL

           8.1  Compliance with Applicable Laws..........................................................................18
           8.2  Change in Applicable Laws................................................................................18

ARTICLE 9.  CHANGES; ADDITIONAL EQUIPMENT................................................................................20
           9.1  Changes..................................................................................................20
           9.2  Options..................................................................................................20

ARTICLE 10.  WARRANTY....................................................................................................21
           10.1  Warranties and Representations..........................................................................21
           10.2  Warranty Period.........................................................................................21
           10.3  General Conditions of Warranty..........................................................................22
           10.4  Warranty Obligations....................................................................................22
                                (i)  Net Equipment Electric Output.......................................................24
                                (ii)  Net Equipment Heat Rate............................................................24
                                (iii)  Net Equipment Peak Electrical Output..............................................24
           10.5  Extension of Warranty Period............................................................................24
           10.6  Exclusive Warranties....................................................................................25
           10.7  Warranty Exclusion......................................................................................25

ARTICLE 11.  PROPRIETARY INFORMATION.....................................................................................26
           11.1  Proprietary Information.................................................................................26
           11.2  Exclusions from Confidentiality.........................................................................26
           11.3  Buyer's Confidential Information........................................................................26
           11.4  No Adequate Remedy......................................................................................27
           11.5  Confidentiality of Contract.............................................................................27

ARTICLE 12.  INTELLECTUAL PROPERTY.......................................................................................28
           12.1 Intellectual Property Indemnification....................................................................28
           12.2  Remedy for Infringement.................................................................................28
           12.3  Exception to Indemnification............................................................................28

ARTICLE 13.  LIMITATION OF LIABILITY.....................................................................................29
           13.1  Limitation of Liability.................................................................................29
           13.2  Consequential Damages Exclusion.........................................................................29
           13.3  Retention of Remedies...................................................................................29
           13.4  Further Limitations.....................................................................................30

ARTICLE 14.  TERMINATION.................................................................................................31
           14.1  Termination.............................................................................................31
           14.2  Termination by Seller...................................................................................31
           14.3  Termination by Buyer....................................................................................31

ARTICLE 15.  INDEMNIFICATION.............................................................................................32
           15.1  Indemnification.........................................................................................32
           15.2  Indemnification.........................................................................................32

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                                  CONFIDENTIAL

ARTICLE 16.  PERFORMANCE GUARANTEES......................................................................................33
           16.1  Performance Guarantees..................................................................................33
                       (a)  Liquidated Damage Performance Guarantees.....................................................33
                       (b)  Performance Guarantees.......................................................................33
           16.2  Satisfaction of Liquidated Damage Performance Guarantees and Performance Guarantees.....................34
                       (a)  Satisfaction of Liquidated Damage Performance Guarantees.....................................34
                       (b)  Satisfaction of Performance Guarantees.......................................................34
           16.3  Demonstration Test Guarantees...........................................................................35
           16.4  Availability Test Guarantee.............................................................................35

ARTICLE 17.  LIQUIDATED DAMAGES AND ACCEPTANCE TESTING...................................................................37
           17.1  Schedule Liquidated Damages.............................................................................37
                       (a)  Delivery.....................................................................................37
                       (b)  Commercial Operation.........................................................................37
                       (c)  Accrual of Liquidated Damages under Section 17.1.............................................40
                       (d)  Aggregation of Liquidated Damages............................................................40
                       (e)  Limitation...................................................................................41
           17.2  Performance.............................................................................................41
                       (a)  Performance Guarantees.......................................................................41
                       (b)  Performance Liquidated Damages...............................................................41
                                (i)  Net Equipment Electric Output.......................................................41
                                (ii)  Net Equipment Heat Rate............................................................41
                                (iii)  Net Equipment Peak Electrical Output..............................................41
                       (c)  Acceptance Testing...........................................................................41
                                (i)  Testing Procedures..................................................................41
                                (ii)  Diagnostic Testing and Remedy......................................................42
                                (iii)  Retesting.........................................................................43
                       (d)  Seller's Election to Reduce Liquidated Damages for Commercial Operation......................43
                       (e)  Modified Liquidated Damages..................................................................45
                       (f)  Failure of Performance Tests.................................................................45
                       (g)  Limitation...................................................................................47
           17.3  Documentation Liquidated Damages........................................................................47
           17.4  Limitation of Liquidated Damages........................................................................47
           17.5  Exclusive Remedy........................................................................................47
           17.6  Application of Total Contract Price Reductions..........................................................48

ARTICLE 18.  PROJECT MANAGEMENT..........................................................................................49
           18.1  Project Coordinators....................................................................................49
           18.2  Continuity of Seller's Employees........................................................................49
           18.3  Status Reports..........................................................................................49

ARTICLE 19.  TECHNICAL SERVICES..........................................................................................50
           19.1  Technical Services......................................................................................50

ARTICLE 20.  TRAINING AND DOCUMENTATION..................................................................................51
           20.1  Documentation...........................................................................................51

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                                  CONFIDENTIAL

           20.2  Reproduction of Documentation...........................................................................51
           20.3  Training................................................................................................51

ARTICLE 21.  INSURANCE...................................................................................................52
           21.1  Insurance Requirements..................................................................................52
           21.2  Additional Requirements.................................................................................52

ARTICLE 22.  GENERAL CLAUSES.............................................................................................53
           22.1  Assignment..............................................................................................53
           22.2  Third Party Beneficiaries...............................................................................54
           22.3  Entire Agreement........................................................................................54
           22.4  Severability............................................................................................54
           22.5  Independent Contractor..................................................................................54
           22.6  Governing Law...........................................................................................54
           22.7  Notice..................................................................................................54
           22.8  Construction............................................................................................55
           22.9  Nuclear Waiver..........................................................................................55
           22.10  Dispute Resolution.....................................................................................56
           22.11  Disclosure of Information..............................................................................56

INDEX TO APPENDICES......................................................................................................58
</TABLE>

                                       v

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                                  CONFIDENTIAL


                              CONTRACT FOR PURCHASE

         This Contract, effective this 27th day of August, 1999, is between
Tenaska Georgia I, L.P., a Delaware limited partnership ("Buyer") and General
Electric Company, a New York corporation ("Seller"). Buyer and Seller may be
referred to individually as a "Party" and collectively as "Parties".

                             ARTICLE 1. DEFINITIONS

The following defined terms used in this Contract have the meanings specified in
this Section.

ACCEPTANCE TESTING for a Unit means the performance of one or more of the
Performance Tests, Demonstrations Tests, the Emission Test, the Availability
Test or the Utility Tests for such Unit in accordance with the general
requirements of Section 3.0 of Appendix C and the particular requirements of the
individual tests.

APPLICABLE LAWS means all laws, ordinances, rules, regulations, orders,
interpretations, requirements, standards, codes, resolutions, licenses, permits,
judgments, decrees, injunctions, writs and orders of any court, arbitrator, or
governmental (federal, national, state, municipal, local or other, having
jurisdiction over a Party and the location where a particular element of the
Services is performed or where any part of the Equipment is situated) agency,
body, instrumentality or authority that are applicable to either or both of the
Parties, the Facility, the Site, the Services or the terms of this Agreement,
including the Codes and Standards described in Section 8 of Appendix A and all
environmental and hazardous materials laws which are applicable to a Site or the
Equipment and which are at any time applicable to performing the Services.

AVAILABILITY TEST means the test conducted by Buyer or on Buyer's behalf to
demonstrate that each Unit satisfies the requirements of Section 7.0 of Appendix
C.

BUSINESS DAYS mean all calendar days except Saturdays, Sundays and all legal
holidays of the United States or the State of New York.

BUYER'S INSPECTOR(S) has the meaning set forth in Section 5.1.

CANCELLATION CHARGE has the meaning set forth in Section 14.1.

COMMERCIAL OPERATION has the meaning set forth in Section 17.1(b).

COMPUTER PROGRAMS means the software programs provided by Seller to Buyer under
this Contract.

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                                  CONFIDENTIAL

CONTRACT means this contract, including Appendices A through M.

DEFERRED TESTS has the meaning set forth in Section 10.2.

DELIVERY has the meaning set forth in Section 4.1(d)(ii).

DELIVERY POINT means (i) the location selected by Buyer for Delivery of a Unit
in accordance with Section 4.1 when shipped by highway transport, or (ii) the
accessible rail siding nearest the location selected by Buyer in accordance with
Section 4.1 when shipped by rail transport.

DEMONSTRATION TESTS means tests conducted by Buyer or on Buyer's behalf to
demonstrate that a Unit satisfies the requirements of Section 6.0 of Appendix C.

DESIGN FINALIZATION MEETING has the meaning set forth in Section 18.3.

DIRECTED ORDER has the meaning set forth in Section 2.2.

DISPUTE NOTICE has the meaning set forth in Section 22.10.

DOCUMENTATION has the meaning set forth in Section 20.1.

EMISSIONS TEST means a test conducted by Buyer or on Buyer's behalf to
demonstrate that a Unit satisfies the Performance Guarantee set forth in Section
4.1 of Appendix C.

EPC AGREEMENT means the Engineering, Procurement and Construction Agreement of
Buyer for the Project, when executed.

EPC CONTRACTOR means the entity or entities which execute an EPC Agreement with
Buyer for the Project.

EQUIPMENT means: all items as described in Appendix A; all items included in any
Appendix D option exercised in accordance with such Appendix; and, all other
items, parts, components and materials necessary for the manufacture and supply
of the Units.

EXCUSABLE DELAY has the meaning set forth in Section 7.1.

FACILITY means the power generation facility at the Project Site together with
all Equipment located at such Site.

GUARANTEED DATE has the meaning set forth in Section 4.1(a).

GUARANTEE FUEL means the operating fuel, in accordance with fuel specifications,
which are specifically identified in Section 2.1 of Appendix C.

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                                  CONFIDENTIAL

INITIAL SYNCHRONIZATION means, for each Unit, the date on which the generator
breaker for such Unit is first closed and the Unit is connected to the electric
grid.

INTERIM PERFORMANCE REQUIREMENTS means the Interim Performance Requirement for
Net Equipment Electrical Output set forth in Section 1.1 of Appendix C and the
Interim Performance Requirement for Net Equipment Heat Rate set forth in Section
1.2 of Appendix C

LIQUIDATED DAMAGE PERFORMANCE GUARANTEES has the meaning set forth in Section
16.1(a).

MECHANICALLY COMPLETE means that installation of a Unit is complete and such
Unit and all necessary auxiliary systems (including any balance of plant issues
such as gas supply) are ready for first fire.

MONTH means a period of time beginning on a certain day of the month and ending
on the day before the same date in the following calendar month, provided that
when determining periods of one or more Months if the calendar month which
should contain the end date does not have a date corresponding to the end date
then the end of the period shall be the last day of such calendar month.

NORMAL CARRIAGE means carriage by either highway transport or by rail transport,
as selected by Seller, on normal routing from the factory to the Delivery Point.

OPTIONS has the meaning set forth in Section 9.2.

PERFORMANCE GUARANTEES has the meaning set forth in Section 16.1(b).

PERFORMANCE MINIMUMS means the Performance Minimum for Net Equipment Electrical
Output set forth in Section 1.1 of Appendix C and the Performance Minimum for
Net Equipment Heat Rate set forth in Section 1.2 of Appendix C.

PERFORMANCE TESTS means tests conducted by Buyer or on Buyer's behalf in
accordance with Section 5.0 of Appendix C to determine if a Unit or Units have
satisfied certain of the Liquidated Damage Performance Guarantees, Performance
Minimums and Performance Guarantees.

PHASE means either Phase I or Phase II of the Project.

PHASE I means the installation of Units #1, #2 and #3 and shall be completed
upon the achievement of Substantial Completion of all of Units #1, #2 and #3 and
the satisfactory completion of the tests set forth in Section 8.0 of Appendix C
with respect to such Units.

PHASE II means the installation of Units #4, #5 and #6 and shall be completed
upon achievement of Substantial Completion for all of the Units #1 through #6
and the satisfactory completion of the tests set forth in Section 8.0 of
Appendix C with respect to Units #1 through #6.

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                                  CONFIDENTIAL

POTENTIAL LIQUIDATED DAMAGES has the meaning set forth in Section 17.2(d).

POWER PURCHASE AGREEMENT means an agreement for the sale of power from the
Project.

PROJECT means the construction of a power generation facility for Buyer in Heard
County, Georgia, or such other location as designated by Buyer in accordance
with Section 4.1, at which the Units are to be installed, including related and
associated Equipment.

PROJECT COORDINATORS has the meaning set forth in Section 18.1.

PUNCH LIST means unfinished items which in the reasonable opinion of Buyer do
not affect the operation, safety or integrity of a Unit at a certain Facility
and do not impact the performance or life of the Unit, but are included in the
scope of Seller's obligations under the Contract.

SCHEDULED DATE OF COMMERCIAL OPERATION means, for each Unit, the "Scheduled Date
of Commercial Operation" for such Unit as such term is defined in the EPC
Agreement and, for each Phase, means the latest Scheduled Date of Commercial
Operation for any Unit in such Phase.

SCHEDULED DELIVERY DATE has the meaning set forth in Section 4.1(c).

SCHEDULED SHIPMENT DATE has the meaning set forth in Section 4.1(c).

SECTION(S) means sections of this Contract, not including Appendices, unless
otherwise stated.

SERVICES means all work or services to be performed by Seller in accordance with
this Contract.

SHIPMENT has the meaning set forth in Section 4.1(d)(i).

SITE means the location of the Project as set forth in the legal description
attached as Appendix K, or such other legal description as Buyer may substitute
upon designation of a Delivery Point other than a location at or near Heard
County, Georgia.

SPARE PART means any component of a Unit purchased by Buyer under this Contract
which is intended to be placed into Buyer's inventory and not used or installed
into the Unit at the time of Initial Synchronization.

SPECIFICATIONS means: Appendices A, C, D and G and, all other obligations of
Seller as described in Articles 1 through 22 of this Contract.

SUBCONTRACTOR(S) OR SUPPLIER(S) shall mean any licensor, subcontractor or
supplier of any tier supplying material, equipment, documentation, labor, goods
or services to Seller in connection with the obligations of Seller under the
Contract.

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                                  CONFIDENTIAL

SUBSTANTIAL COMPLETION has the meaning set forth in Section 10.2.

TOTAL CONTRACT PRICE has the meaning set forth in Section 3.1.

UNIT means each of the six (6) General Electric Frame PG7241 (FA) heavy-duty,
single shaft combustion turbine-generator units to be supplied to Buyer pursuant
to this Contract.

UNIT CONTRACT PRICE means that portion of the Total Contract Price allocable to
a specific individual Unit.

UNIT PERFORMANCE LIQUIDATED DAMAGES means liquidated damages which become due to
Buyer under this Contract at the rates set forth in Section 17.2(b) based upon
the performance testing of an individual Unit, the aggregate amount of which
shall be subject to adjustment based upon aggregate test results in accordance
with the provisions of Section 17.2(f).

UTILITY TESTS means tests conducted on all of the Units in Phase I and at a
later date, on all of the Units in Phase I and Phase II, by Buyer or on Buyer's
behalf in accordance with Section 8.0 of Appendix C.

WITNESS TESTS has the meaning set forth in Section 5.2.

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                                  CONFIDENTIAL

                           ARTICLE 2. SCOPE OF SUPPLY

2.1      SCOPE. Seller shall supply the Documentation, Equipment and Services
         in accordance with the Specifications and shall meet the performance
         requirements and guarantees set forth in this Contract in accordance
         with the Specifications.

2.2      DIRECTED ORDER. If Buyer determines that Documentation, Equipment or
         Services to be provided by Seller under this Contract do not comply
         with Applicable Laws and Seller disagrees as to the Documentation,
         Equipment or Services to be provided by Seller under this Contract,
         Buyer may issue a Directed Order to Seller covering such Documentation,
         Equipment or Services so long as such Directed Order is reasonably
         capable of being performed by Seller and is intended solely to cause
         such Documentation, Equipment or Services to comply with Applicable
         Laws. If Owner issues a Directed Order, Seller shall proceed without
         undue delay to provide the Documentation, Equipment or Service which
         Buyer has directed, as set out in such order. Within ten (10) days
         after Buyer's issuance of a Directed Order, if Seller disagrees with
         such order, Seller shall submit a Dispute Notice to Buyer setting out
         the reasons for Seller's disagreement with Buyer's position and the
         Parties shall resolve such disagreement in accordance with the
         procedures of Section 22.10.

2.3      RESERVED.

2.4      OPTIONS. If Buyer elects to exercise any of the Options described in
         Section 9.2 and Appendix D, prior to or on August 31, 1999, then Seller
         shall provide such Options to Buyer at the prices listed on and in
         accordance with Section 9.2 and Appendix D, as applicable, and subject
         to all terms and conditions of this Contract. If Buyer elects to
         exercise any of the Options described in Section 9.2 and Appendix D
         after August 31, 1999, Seller shall be entitled to a Change Order for
         an applicable change in price or schedule, provided that Seller shall,
         in good faith, attempt to mitigate any effects upon price and schedule.

2.5      PRE-ASSEMBLY. All Units, including the auxiliary equipment and the
         following Major Components (to the extent included in the scope of
         supply), shall be shipped pre-fabricated and pre-assembled as
         described in Appendix A, according to Seller's standard practice.

<TABLE>
<S>                                        <C>
Major Components
Combustion Turbine Unit(s):                 - combustion turbine
                                            - generator
                                            - gas valve module
                                            - packaged electrical and electronic control cabinet
                                            - fuel forwarding skid
                                            - cooling water module

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                                  CONFIDENTIAL

                                            - turbine enclosure
                                            - accessory module
                                            - water injection skid
                                            - turbine inlet air & exhaust systems
                                            - compressor water wash skid
                                            - generator auxiliary compartment
                                            - special installation tools
                                            - interconnecting pipe and cables (to the extent included
                                              in Seller's scope in Appendix A)
</TABLE>

         Any and all changes shall be updated by Seller in a conformed
         technical specification based on review and agreement by Buyer and
         Seller prior to August 31, 1999.


                                       7
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                      ARTICLE 3. PRICE AND TERMS OF PAYMENT

3.1      TOTAL CONTRACT PRICE. The total price for the Equipment, Documentation
         and Services is [*] (the "Total Contract Price").

3.2      SALES TAX. The Total Contract Price does not include any federal, state
         or local sales, use, excise, value added, or similar taxes, provided
         that Buyer shall not be responsible for any foreign taxes of any kind
         including excise taxes, value added taxes, sales or use taxes, customs
         fees or duties which may arise as a result of the foreign manufacture
         or import of any of the Equipment. Consequently, in addition to the
         Total Contract Price, the amount of any present or future sales, use,
         excise, value added, or other similar tax applicable to the sale or use
         of the Equipment, Documentation or Services hereunder (exclusive of
         taxes based on the income of Seller) shall be paid by Buyer, or in lieu
         thereof Buyer shall provide Seller with a tax-exemption certificate (or
         similar documentation) acceptable to the taxing authorities. Seller
         agrees to cooperate within reason with Buyer in connection with any
         proceeding or other action undertaken by Buyer for the purpose of
         eliminating, reducing or deferring the payment of any such taxes.
         Seller will cooperate with Buyer to provide such information to Buyer
         or applicable taxing authorities so as to appropriately mitigate
         Buyer's taxes, however, Seller will not be obligated to provide
         proprietary cost information to taxing authorities, or to provide audit
         information to taxing authorities beyond that which Seller determines
         to be reasonable.

3.3      PROGRESS PAYMENT SCHEDULE. Seller acknowledges timely receipt from
         Buyer of the payments shown on Appendix B as due to Seller through
         August, 1999. Buyer shall make all additional progress payments to
         Seller in accordance with the payment schedule attached as Appendix B.
         Prior to Shipment of the first Major Component of a Unit, Buyer shall
         provide to Seller written evidence, in a form reasonably acceptable to
         Seller, that Buyer has the financial ability to satisfy Buyer's
         remaining obligations under this Contract for such Units. Seller shall
         be entitled to invoice Buyer on or before the fifteenth (15th) calendar
         day of each calendar month for the progress payment due for the
         following calendar month. All progress payments shall be made to Seller
         upon submission of invoices by Seller in accordance with Section 3.5,
         provided that each invoice submitted by Seller pursuant to the
         applicable Appendix shall include charges only for those applicable
         events or durations as described in Appendix B. All payments to be made
         under this Section 3.3 shall be in accordance with Sections 3.1 and 3.4
         of this Contract.

3.4      CHANGES IN TOTAL CONTRACT PRICE. In the event that a change in the
         Contract scope pursuant to Section 9.1 results in a change in the Unit
         Contract Price for one or more Units and in the Total Contract Price,
         all payments shall be adjusted accordingly. However, if the change
         results in a decrease in the Total Contract Price, then the payments
         previously made shall be retained by Seller and the credit shall be
         applied fully

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                                  CONFIDENTIAL

         to the extent of the next payment and each subsequent payment as it
         becomes due.

3.5      PROGRESS PAYMENT INVOICES. Invoices shall be received by Buyer not
         later than the fifteenth (15th) calendar day of the month preceding the
         month in which payment is due, and such invoices shall be due and
         payable on the twenty-fifth (25th) calendar day of the month following
         the month in which such invoice is received by Buyer, except that the
         Shipment Payments (as described in Appendix B) and the Final Payments
         (as described in Appendix B), shall each be due within three (3)
         Business Days respectively after receipt of proper invoices documenting
         the events or dates shown in Appendix B. In the event payment is not
         received by the due date, interest shall accrue on such amount 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%). Buyer may
         withhold payment of the disputed portion of any invoice until such
         dispute is resolved to the reasonable satisfaction of Buyer. If it is
         determined that Buyer was justified in withholding payment or if the
         dispute is settled in favor of Buyer, Buyer shall not pay interest on
         the amounts withheld. If it is determined that Buyer was not justified
         in withholding such amounts or if the dispute is settled in favor of
         Seller, Buyer shall pay interest at the rate provided above, from the
         time the withheld amount was due. Buyer may retain the Final Payment
         for each Unit in Phase I in the amount of five percent (5%) per Unit
         ("Retainage") as security for any liquidated damages which may become
         due under this Contract until Substantial Completion is achieved for
         all Units in Phase I or until payment is made of Unit Performance
         Liquidated Damages with respect to all of the Units in Phase I;
         provided that if an election is made by Seller pursuant to Section
         17.2(d) with respect to one or more Units in Phase I, then the
         Potential Liquidated Damages calculated as set forth in Section 17.2(d)
         shall be aggregated for all Units in Phase I and to the extent that the
         aggregate Potential Liquidated Damages for such Units is less than the
         Retainage for all of the Units in Phase I, Buyer shall pay to Seller
         the amount by which the Retainage exceeds such aggregate Potential
         Liquidated Damages; provided that as a condition to such payment each
         Unit in Phase I which is not subject to an election under Section
         17.2(d) shall have achieved Substantial Completion. Buyer may retain
         the Final Payment for each Unit in Phase II in the amount of five
         percent (5%) per Unit ("Retainage") as security for any liquidated
         damages which may become due under this Contract until (i) the Deferred
         Tests are completed for Units #2 and #3 and (ii) Substantial Completion
         is achieved for all Units or until payment is made of final liquidated
         damages with respect to all of the Units; provided that if an election
         is made by Seller pursuant to Section 17.2(d) with respect to one or
         more Units in Phase II, then the Potential Liquidated Damages
         calculated as set forth in Section 17.2(d) shall be aggregated for all
         Units in Phase II and to the extent that the aggregate Potential
         Liquidated Damages for such Units is less than the Retainage for all of
         the Units in Phase II, Buyer shall pay to Seller the amount by which
         the Retainage exceeds such aggregate Potential Liquidated Damages;
         provided that as a condition to such payment each Unit in Phase II
         which is not subject to an election under Section 17.2(d) shall have
         achieved Substantial Completion. Notwithstanding the achievement of
         Substantial Completion for a Unit, Buyer may continue to hold a portion
         of the Retainage for such Unit equal to Twenty Five Thousand Dollars
         ($25,000) until the satisfactory completion of tests with respect to
         the

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         Combustion Turbine Evaporative Cooler for such Unit plus an amount
         equal to twice the value of any Punch List items for such Unit. Buyer
         and Seller shall mutually agree upon an estimated cost for each item
         included by Buyer on the Punch List, and Buyer shall, on a monthly
         basis, release such amounts from such Retainage as correspond to twice
         the value of those items on the Punch List which Seller has completed
         and when all remaining Punch List items are complete and approved by
         Buyer, Buyer shall release the entire Retainage. In the event that,
         following timely Delivery of all of the Units in a Phase in accordance
         with the provisions of this Contract, all of the Units in a Phase have
         not achieved Substantial Completion by the date ("Delayed Final Payment
         Date") which is the earlier of (i) six (6) months after the Scheduled
         Date of Commercial Operation for such Phase, as such date is determined
         at the time of execution of the EPC Agreement or (ii) June 1, 2002 for
         Phase I and June 1, 2003 for Phase II, as applicable, through no cause
         of Seller (including any claim of Excusable Delay by Seller under this
         Contract), then Buyer shall pay to Seller all of the Retainage for the
         Units in such Phase (if, with respect to Phase II only, less than [*]
         of Technical Services have been used at such time with respect to all
         of the Units, Buyer shall receive a credit against any Retainage to be
         paid equal to the difference between [*] and the number of man-weeks
         actually used multiplied by [*]) within three (3) Business Days after
         the Delayed Final Payment Date for such Phase, provided that payment of
         such Retainage shall not release Seller from any liability or
         obligation due or which may become due under this Contract, except
         that Seller will no longer be obligated to provide additional Technical
         Services as set forth in Section 19.1. Payment of Retainage to Seller
         pursuant to the immediately preceding sentence shall be accompanied by
         interest on the amount of such payment at the annual rate of interest
         equal to the prime rate of The Chase Manhattan Bank, in effect on the
         Scheduled Date of Commercial Operation for the applicable Phase, as
         such date is determined at the time of execution of the EPC Agreement,
         plus onepercent (1%), until the date of payment to Seller.

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                        ARTICLE 4. SHIPMENT AND DELIVERY

4.1      SHIPMENT OF EQUIPMENT. Approximately ninety (90) days prior to the
         first anticipated shipment of any Major Components for a Unit, Seller
         shall notify Buyer of the anticipated date for Shipment of such Unit.
         Upon receipt of notification from Seller of the anticipated date for
         Shipment for a Unit, Buyer shall immediately designate a Delivery Point
         for such Unit, provided that if Buyer fails to designate a Delivery
         Point for a Unit within sixty (60) days of such notification, the Unit
         shall be stored by Seller until Buyer designates a Delivery Point. In
         the event of such storage, Buyer shall reimburse Seller's additional
         expenses thereby incurred, including but not limited to preparation
         for, placement into, and removal from storage. Each Unit shall be
         shipped by Seller so that the Unit will be delivered by Normal
         Carriage, in accordance with Section 4.2, to the Delivery Point. If
         Buyer directs Seller to deliver the Unit to a Delivery Point other than
         a location at or near Heard County, Georgia then (i) Buyer shall pay to
         Seller any additional delivery costs incurred by Seller for such
         delivery of the Unit to such other location, or (ii) Buyer shall be
         entitled to a credit from Seller against the Total Contract Price for
         any delivery costs saved by Seller for such delivery of the Unit to
         such other location. In the event that Seller places a Unit in storage
         in accordance with the provisions of this Section 4.1, Seller shall be
         deemed to have accomplished Shipment or Delivery, as applicable, for
         the purposes of Section 17.1 upon placing such Unit in storage,
         provided that upon designation of a Delivery Point by Buyer such Unit
         shall be delivered to the Delivery Point within four (4) weeks of such
         designation.

         (A)   COMBUSTION TURBINE SCHEDULED DELIVERY DATE. Subject to the
               provisions of Section 4.1(d), Scheduled Shipment Dates and
               Scheduled Delivery Dates of the Units shall be as follows:

<TABLE>
<CAPTION>
                                                 SCHEDULED SHIPMENT DATE          SCHEDULED DELIVERY DATE
                                                 -----------------------          -----------------------
<S>                                             <C>                              <C>
         Gas Turbine-Generator  Unit #1               August 30, 2000                  September 30, 2000
         Gas Turbine-Generator Unit #2                [*]                              [*]
         Gas Turbine-Generator Unit #3                [*]                              [*]
         Gas Turbine-Generator Unit #4                [*]                              [*]
         Gas Turbine-Generator Unit #5                [*]                              [*]
         Gas Turbine-Generator Unit #6                November 15, 2001                December 15, 20001
</TABLE>

               "Guaranteed Date" means for each of Units #1 and #4 the Scheduled
               Delivery Date for such Unit and for each of Units #2, #3, #5 and
               #6 the Scheduled Shipment Date for such Unit, which dates, if not
               met by Seller will, in accordance with Section 17.1, subject
               Seller to the payment of liquidated damages.

         (B)   RESERVED.

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         (C)   SCHEDULED SHIPMENT DATE AND SCHEDULED DELIVERY DATE. Unless the
               context requires otherwise, the term "Scheduled Shipment Date" as
               used in this Contract shall mean, for each Unit, the date, as set
               forth in Section 4.1(a), that Shipment of such Unit is to be
               accomplished pursuant to the terms of this Contract. Unless the
               context requires otherwise, the term "Scheduled Delivery Date" as
               used in this Contract shall mean, for each Unit, the date, as set
               forth in Section 4.1(a), that Delivery of such Unit is to be made
               to the Delivery Point pursuant to the terms of this Contract.

         (D)   SHIPMENT AND DELIVERY.

               (I)  SHIPMENT. For the purposes of this Contract, "Shipment" of a
                    Unit shall be deemed to have occurred when the last of the
                    Major Components of such Unit as set forth in Section 2.5
                    (provided such Major Components substantially conform to the
                    Specifications and requirements of this Contract) has been
                    placed in the carrier's custody for shipment to the Delivery
                    Point in accordance with this Contract, as evidenced by a
                    bill of lading signed by the carrier; provided that for
                    purposes of any Unit or Major Component of a Unit
                    manufactured or procured from outside the United States,
                    "Shipment" of such Unit or Major Component shall be deemed
                    to have occurred when such Unit or Major Component clears
                    United States Customs at its port of entry into the United
                    States; and further provided that solely for the purposes of
                    determining liquidated damages pursuant to Section 17.1(a),
                    Shipment of a Unit shall be deemed not to have occurred if
                    any Equipment related to such Unit remains undelivered more
                    than ninety (90) days after the Scheduled Shipment Date for
                    such Unit and such undelivered Equipment delays the
                    installation and safe operation of such Unit.
                    Notwithstanding the provision of the immediately preceding
                    sentence, liquidated damages shall not begin to accrue for
                    late Shipment of a Unit under Section 17.1(a) because of any
                    undelivered Equipment related to such Unit until ten (10)
                    days after delivery to Seller of written notice that such
                    Equipment is undelivered and may delay the installation and
                    safe operation of such Unit.

               (II) DELIVERY. For the purposes of this Contract, "Delivery" of a
                    Unit shall be deemed to have occurred when the last of the
                    Major Components of such Unit as set forth in Section 2.5
                    (provided such Major Components substantially conform to the
                    Specifications and requirements of this Contract) has been
                    delivered to the Delivery Point as evidenced by a bill of
                    lading signed by the carrier; provided that solely for the
                    purposes of determining liquidated damages pursuant to
                    Section 17.1(a), Delivery of a Unit shall be deemed not to
                    have occurred if any Equipment related to such Unit (other
                    than such Major Components) remains undelivered more than
                    sixty (60) days after the Scheduled Delivery Date for such
                    Unit and such undelivered Equipment delays the installation
                    and safe operation of such

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                    Unit. Notwithstanding the provision of the immediately
                    preceding sentence, liquidated damages shall not begin to
                    accrue for late Delivery of a Unit under Section 17.1(a)
                    because of any undelivered Equipment related to such Unit
                    (other than such Major Components) until ten (10) days after
                    delivery to Seller of written notice that such Equipment is
                    undelivered and may delay the installation and safe
                    operation of such Unit.

4.2       METHOD OF SHIPMENT. Shipment will be made F.O.B. carrier, at the point
          of delivery to the carrier. Seller shall, at Seller's expense, arrange
          for Shipment of the Equipment by Normal Carriage to the Delivery
          Point.

4.3      EARLY SHIPMENT. Seller plans to deliver the generators and the
         following additional Equipment (PEECC, Isophase Bus, Sole Plates,
         Generator Terminal Enclosure, Bus Accessory Compartment, Isolation
         Transformer, DC Link Reactor, LCI Module, Inlet Duct and Inlet Filter)
         associated with Combustion Turbine-Generator Units #2 and #3 by
         [*], respectively. Seller makes no guarantee of any early Shipment or
         early Delivery of Combustion Turbine- Generator Units #2 and #3. The
         only Guaranteed Dates for such Units are as designated in Section
         4.1(a). Except with respect to the generators and additional Equipment
         for Combustion Turbine-Generator Units #2 and #3 itemized above, or as
         otherwise specifically agreed upon by Buyer in writing, Buyer shall
         not be required to accept early Shipment of any Unit if such Shipment
         would result in delivery of any portion of such Unit earlier than one
         (1) Month prior to the Scheduled Delivery Date for such Unit.

4.3      INSPECTION OF EQUIPMENT. Payment for Equipment provided hereunder, or
         inspection or testing thereof by Buyer, shall not constitute acceptance
         or relieve Seller of its obligations under this Contract. Buyer may
         inspect the Equipment delivered and reject upon prompt notification to
         Seller any and all such Equipment which does not conform to the
         Specifications or the requirements of this Contract. Equipment which is
         rejected shall be corrected, repaired, or replaced by Seller in
         accordance with Seller's warranty obligations under Article 10, such
         that the Equipment conforms to the Specifications and requirements of
         this Contract. If Buyer receives Equipment with a defect or
         nonconformity not reasonably apparent on inspection, then Buyer
         reserves the right to require prompt correction, repair, or replacement
         by Seller in accordance with Seller's warranty obligations under
         Article 10 following the discovery of such defect or nonconformity.


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                     ARTICLE 5. INSPECTION AND FACTORY TESTS

5.1      INSPECTION RIGHTS. Buyer, its agents (including but not limited to
         Buyer's engineering and construction contractors and employees and
         consultants of Tenaska, Inc.), as well as the employees and agents for
         the purchasers of the electrical output of the Project and Buyer's
         lenders (collectively, "Buyer's Inspector(s)") will be provided access
         to Seller's facilities and production records for purposes of obtaining
         information on production progress, quality control, determining
         status, and observing tests and inspections. Seller shall have the
         right of approval, which approval shall not be unreasonably withheld,
         with respect to all Buyer's Inspectors who are not employees of
         Tenaska, Inc. Such access may be conditioned upon the execution by such
         inspectors of confidentiality agreements acceptable to Seller, in its
         reasonable discretion, and limited to areas concerned with the
         Equipment where work of a non-proprietary nature is performed.

5.2      WITNESS TESTS. All "non-optional" factory testing described in Appendix
         L shall be successfully completed by Seller prior to Shipment of a
         Unit. Seller and Buyer shall mutually agree upon a specific list of
         factory tests ("Witness Tests") which Buyer's Inspectors shall witness,
         provided that such list may be supplemented at Buyer's request to
         permit Buyer to witness additional factory tests which Seller intends
         to conduct, upon reasonable advance notice to Seller. Such Witness
         Tests shall be initially identified as such in Appendix A.

5.3      NOTIFICATION OF TESTING. Seller shall advise Buyer as to the schedule
         for testing and Buyer's Inspectors will be given an opportunity to
         observe work during regular working hours. Neither completion of
         production work nor shipment of any part of the Equipment will be
         delayed to accommodate Buyer's Inspectors. The conditions of any tests
         shall be as set forth in the Specifications and Buyer shall be notified
         at least ten (10) Business Days prior to the commencement of all
         Witness Tests. Buyer 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 5, Seller
         will make reasonable efforts to obtain for Buyer access to Seller's
         Suppliers' facilities for the purposes described in this Article.

5.4      CONSEQUENCES OF INSPECTION. Buyer's inspection of the work or Buyer's
         failure to inspect any work 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.


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                  ARTICLE 6. DELIVERY, TITLE, AND RISK OF LOSS

6.1      RISK OF LOSS. Seller shall retain all risk of loss for damage to the
         Equipment until the Equipment is delivered to the Delivery Point. Risk
         of loss or damage to the Equipment, except for Computer Programs,
         shall pass to and vest in Buyer upon arrival of the Equipment at the
         Delivery Point.

6.2      PASSAGE OF TITLE. Title to the Equipment shipped from within the United
         States shall vest in Buyer when the Equipment is placed in the
         carrier's custody for shipment, and title to Equipment shipped from a
         country other than the United States shall vest in Buyer at the port of
         export immediately after the Equipment has been cleared for export.
         Upon transfer of title to Equipment to Buyer, Seller shall promptly
         execute and deliver to Buyer written documentation which shall be
         effective to confirm in Buyer good and marketable title to the
         Equipment being purchased, free and clear of all obligations,
         mortgages, liens, pledges, custodianship, security interests, or any
         other encumbrances, claims, or charges of any kind whatsoever, except
         those relating to any payments remaining due Seller under this
         Contract. Upon written request of Buyer, Seller shall execute and
         deliver such documents as are reasonably required by Buyer to
         subordinate the lien, security interest, or claim of Seller relating to
         any payments remaining due under this Contract, to the interests
         (including any lien and/or security interests) of the lenders for the
         Project. It is expressly understood that Seller has the right to
         utilize all resources within its global manufacturing and supplier
         network to supply the requirements of this Contract. In the event that
         Major Components are manufactured in a country other than the United
         States, such Major Components will be scheduled by Seller to arrive in
         the United States for delivery to the Delivery Point no later than the
         applicable date(s) set forth in Section 4.1(a), or any other date(s)
         mutually agreed upon by Buyer and Seller, in writing. Seller shall
         indemnify Buyer and hold Buyer harmless with respect to any foreign
         taxes of any kind including excise taxes, value added taxes, sales or
         use taxes, customs, fees or duties which may arise as a result of the
         foreign manufacture or import of any of the Equipment.

6.3      COMPUTER PROGRAMS. Title to and right of possession of any Computer
         Programs licensed hereunder shall remain with Seller, or its licensor,
         except that Buyer shall have the right of possession and use of the
         Computer Programs provided hereunder at no cost for the term of the
         license set forth in Section 6.4. Nothing in this Contract shall be
         construed as limiting Seller, or its licensors, from using and
         licensing the Computer Programs to any third party.

6.4      LICENSE OF COMPUTER PROGRAMS. Seller grants to Buyer, and any party
         under contract with Buyer to operate the Units of Equipment, a
         nontransferable, nonexclusive license (the "License"), without
         sublicensing rights, to use the computer programs provided to Buyer
         under this Contract (the "Computer Programs") solely in connection with
         the Unit for which such Computer Programs are supplied, subject to the
         conditions and restrictions contained in this Contract. The term of the
         License shall extend until the

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         decommissioning of the Unit for which such Computer Programs are
         licensed. The License does not grant any right to the background
         technology from which the Computer Programs were generated or to the
         source code underlying the Computer Programs, except to the extent
         specifically identified in this Contract. Except as specifically set
         forth in this Contract, Buyer is granted no right to modify the
         Computer Programs or merge the computer programs with other computer
         programs, provided that the use of the Computer Programs with other
         programs or the sharing of data between the Computer Programs and
         other programs is not prohibited. Notwithstanding the foregoing
         provisions of this Section 6.4, in the event of the sale or transfer
         of any Unit of the Equipment or the sale or transfer of the Project,
         such License will automatically transfer to the transferee, subject to
         the terms of this Section 6.4. In the event that Seller updates,
         revises or enhances the Computer Programs governed by the License,
         Seller shall make all such updates, revisions or enhancements to the
         Computer Programs available to Buyer on reasonable terms.

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                           ARTICLE 7. EXCUSABLE DELAYS

7.1      EXCUSABLE DELAY. Seller shall not be liable for delays in delivery
         or other failures to perform the terms of this Contract caused by
         events beyond its reasonable control which Seller is unable to
         overcome by the exercise of reasonable diligence, including acts
         of God, acts (or failure to act) of Buyer, acts of civil or
         military authority, governmental priorities, fires, floods,
         epidemics, strike or labor disturbance, war, or riot, (collectively,
         "Excusable Delay"); provided, however, that such Excusable Delay must
         directly, adversely, and materially affect a specific portion of the
         manufacture of a Unit or Units or Seller's obligations under this
         Contract with respect to such Unit or Units and Seller shall establish
         that such Excusable Delay will cause a delay in Delivery as set forth
         in Article 4 or a required performance date in this Contract. In the
         event of an Excusable Delay, the Party claiming Excusable Delay will
         use commercially reasonable efforts to mitigate the effects of the
         Excusable Delay on its performance of the Contract, including, if
         applicable, Seller making available replacement Equipment at the
         earliest possible date. In the event of any such Excusable Delay
         with respect to any Unit, the Scheduled Delivery Date, and any
         performance requirement or other date of required performance,
         shall be extended only by that amount of delay demonstrated by
         Seller to have been caused by such Excusable Delay, Seller shall
         give Buyer written notice of the occurrence of any such event
         within seven (7) days after Seller becomes aware or reasonably
         should have become aware of an Excusable Delay which notice shall
         include a good faith estimate of the expected impact that such
         event will have on Delivery or the performance of Seller under
         this Contract.

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              ARTICLE 8. COMPLIANCE WITH LAWS, CODES AND STANDARDS

8.1      COMPLIANCE WITH APPLICABLE LAWS. Seller warrants and represents that
         the Equipment, Documentation and Services under this Contract shall
         comply, at the time of Delivery and in the case of Services at the time
         of performance, with all Applicable Laws, except to the extent that
         such Applicable Laws (i) pertain to conditions within the control of
         Buyer or (ii) pertain to sound level emissions and gas emissions of the
         Units, in which case Seller's obligations shall be as set forth in this
         Contract. Buyer shall advise Seller of any local laws, codes, standards
         and regulations ("local laws") materially affecting the Equipment.
         Seller's representation and warranty as to compliance with local laws
         is subject to and limited by the preceding sentence.

         In the event that Seller fails to conform to the above warranty, Buyer
         shall, promptly after discovery, advise Seller thereof in writing and
         Seller, at its option and expense, shall repair, replace or modify the
         nonconforming Equipment or Documentation or reperform the nonconforming
         portion of Services in accordance with Seller's warranty obligations
         under Article 10. In the event of any unreasonable delay by Buyer in
         advising Seller of a breach of the warranty set forth in Section 8.1,
         Seller shall be relieved of its warranty obligations hereunder only to
         the extent of any additional loss or expense directly resulting from
         such delay.

8.2      CHANGE IN APPLICABLE LAWS. In the event that compliance under Section
         8.1 with respect to any applicable local laws requires any
         modifications to the scope set forth in Appendix A or any changes in
         Seller's design, manufacturing processes and procedures, or quality
         assurance program, then the Total Contract Price will be adjusted by
         change order to equitably reflect the added costs and expense to Seller
         of such change and, if necessary, the schedule for Seller's performance
         under the Contract will be revised for the reasonable period necessary
         to comply with such modification, change or revision. Any other
         provisions of this Contract will be modified as is required by such
         change or revision in Applicable Laws. In the event Buyer elects to
         have one or more of the Units delivered to any location other than a
         location at or near Heard County, Georgia, and any modifications to the
         scope set forth in Appendix A or any changes in Sellers design,
         manufacturing processes and procedures, or quality assurance program
         are required as a result of such change of location, including changes
         required for compliance under Section 8.1, then the Unit Contract Price
         for such Unit(s) and the Total Contract Price will be adjusted by
         change order to equitably reflect the added or reduced costs and
         expenses to Seller of such change and, if necessary, the schedule for
         Seller's performance under the Contract will be revised for the
         reasonable period necessary to comply with such modification, change or
         revision, and any other provisions of this Contract will be modified as
         is required by any changes in the Applicable Laws. Notwithstanding the
         foregoing, no modification in the Total Contract Price, schedule or
         other provisions of this Contract shall be made as a result of any
         general change in the manufacturing facilities of Seller or a change in
         Seller's work force not specifically limited to the

                                       18
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         Equipment, Documentation or Services for this Project, resulting from
         any change of Applicable Laws.

                                       19

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                    ARTICLE 9. CHANGES; ADDITIONAL EQUIPMENT

9.1      CHANGES. Buyer may, by written change order, make mutually agreed to
         changes to the Equipment, Documentation and/or Services. If any such
         change results in an increase or decrease in the cost or time required
         for the performance of the Services or changes to any other pertinent
         provisions under this Contract, then there shall be an equitable
         adjustment to the Total Contract Price and any applicable Unit Contract
         Prices and time of delivery and any other pertinent provisions of the
         Contract. Any such change in the Equipment, Documentation and/or
         Services and in the Total Contract Price and any Unit Contract Price or
         the Scheduled Delivery Date or any other pertinent provisions of the
         Contract, shall be indicated on the change order. If Buyer and Seller
         do not agree upon the price of such change or its effect on the
         Scheduled Delivery Date or its effect on any other pertinent provisions
         of the Contract, Buyer may issue a Directed Change Order, so long as
         such Directed Change Order is reasonably capable of being performed by
         Seller and is intended solely to cause the Documentation, Equipment or
         Services to comply with Applicable Laws, and Seller shall proceed
         without undue delay to perform the change described in the Directed
         Change Order, as set out in such order and consistent with this Section
         9.1. Within ten (10) days after Buyer's submission of a Directed Change
         Order, Seller shall submit a Dispute Notice to Buyer setting out the
         reasons for Seller's disagreement with the price of such change or its
         effect on the Scheduled Delivery Date or its effect on any other
         pertinent provisions of Seller, and the Parties shall resolve such
         disagreement in accordance with the procedures of Section 22.10.

9.2      OPTIONS. Attached to this Contract as Appendix D is a listing of
         certain options (the "Options") that are available in connection with
         the Equipment. The Parties agree that the prices listed on Appendix D
         with respect to the Options are firm prices in accordance with Article
         3. In the event Buyer elects to purchase any such Option(s), the
         Contract Price and any other pertinent provisions of the Contract shall
         be adjusted accordingly. Seller agrees that the Scheduled Delivery Date
         shall not be impacted in the event Buyer selects such Options set forth
         in Appendix D on or prior August 31, 1999.

                                       20

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                                  CONFIDENTIAL


                              ARTICLE 10. WARRANTY

10.1     WARRANTIES AND REPRESENTATIONS.

         (a)      Seller warrants and represents to Buyer that the Equipment to
                  be delivered hereunder shall be as described in the
                  Specifications; shall be designed and fit for the purpose of
                  generating electric power in accordance with the
                  Specifications; shall be new; and shall be free from defects
                  in material, workmanship, and title; and that the Services
                  shall be performed in a competent, diligent, workmanlike
                  manner in accordance with generally accepted industry
                  standards. Seller further warrants and represents to Buyer
                  that the Documentation, Specifications, and other materials
                  which are to be provided to Buyer under this Contract, will
                  faithfully and accurately reflect the Equipment provided under
                  this Contract.

         (b)      Seller warrants and represents to Buyer that Seller will have
                  good and indefeasible title, and will at the time of transfer
                  of title under this Contract, convey to Buyer good and
                  indefeasible title to the Equipment, free and clear of any and
                  all liens and security interests which may arise by or through
                  Seller or any subcontractor of Seller.

10.2     WARRANTY PERIOD. The warranties set forth in Section 10.1(a) for each
         Unit shall apply to defects which appear prior to Substantial
         Completion and during a period of either (i) twelve (12) Months
         following the earlier of (1) the date on which Seller makes a valid
         election with respect to such Unit under Section 17.2(d) or (2) the
         date such Unit achieves Substantial Completion; or (ii) thirty (30)
         Months from the actual date of Delivery of such Unit to Buyer,
         whichever period expires first ("Warranty Period"). Where any item of
         Equipment is used with more than one Unit, the warranty on such item
         shall be for the same period as the warranty on the Unit with which it
         is first used. The Warranty Period for a Unit shall be extended on a
         day-for-day basis for any period of time in excess of ten (10) days
         that the Unit is not capable of operating due solely to a warranty
         claim attributable to Seller. For the purposes of this paragraph, the
         number of days of Warranty Period extension shall be counted as those
         days in excess of ten (10) between:

         (i)  the date the Unit is removed from service, or unable to return
to service, solely due to a warranty nonconformity for which Seller is
responsible; and

         (ii) the date the corrective work is complete and Seller advises that
the Unit is available for return to service.

         "Substantial Completion" of a Unit shall mean the satisfaction by such
         Unit of each of the Liquidated Damage Performance Guarantees,
         Performance Guarantees, Demonstration Test Requirements and the
         Availability Test Requirements under Article 16; provided that with
         respect to Units #2 and #3, certain tests as indicated in Section 3.15
         of Exhibit C

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                                  CONFIDENTIAL


          ("Deferred Tests") shall be deferred and the performance requirements
          of such Deferred Tests shall not be a condition of Substantial
          Completion of such Units. The Warranty Period for the warranties set
          forth in Section 10.1(b) shall extend for a period of five (5) years
          from the date of this Contract.

10.3     GENERAL CONDITIONS OF WARRANTY.  The warranties and remedies set forth
herein are conditioned upon the following:

         (a)      The proper receipt, handling, storage, installation, use,
                  inspection, operation and maintenance of the Equipment by
                  Buyer in accordance with the Specifications and written
                  service manuals and written advisories (to the extent such
                  service manuals and advisories are not inconsistent with the
                  terms of this Contract including the Specifications) provided
                  by Seller pursuant to the Contract, and, in the absence
                  thereof, Buyer following generally accepted industry practices
                  in regard to the above activities.

         (b)      The Equipment not being subjected to accident, alteration,
                  abuse or misuse by Buyer, which directly causes a defect in
                  the Equipment.

         (c)      Buyer shall allow Seller the reasonable opportunity to review
                  operating and maintenance records relating to the Facility at
                  which the warranted Equipment is located and shall provide
                  Seller's representatives reasonable access to the Site for the
                  purpose of observing the Equipment and the operation and
                  maintenance thereof.

10.4     WARRANTY OBLIGATIONS.

         (a)      Except with respect to the  warranties  set forth in Section
                  10.1(b),  if during the applicable  Warranty  Period,  the
                  Equipment or  Documentation  delivered  and/or Services
                  performed under this Contract do not meet the above
                  warranties, then Buyer shall promptly notify Seller, not later
                  than thirty (30) days after the expiration of the Warranty
                  Period, and make the Equipment or Documentation available
                  promptly for correction; provided that Buyer may elect to
                  defer the correction for a reasonable period of time to permit
                  Buyer's continued use of the Equipment, but Buyer assumes the
                  risk of any additional damage which may arise from the
                  deferral of such correction. Seller, at its expense, shall
                  thereupon correct any defect, at its option, by (i)
                  re-performing the defective Service, (ii) modifying or
                  repairing any Equipment or Documentation not in compliance
                  with Section 8.1, and/or (iii) repairing, replacing, or
                  modifying any defective Equipment, or any defects in the
                  Documentation (including repairing, replacing, or modifying
                  any parts of the Equipment damaged ("Collateral Damage") as a
                  result of the defective Service, defective parts, or defective
                  Documentation, except that Seller shall be entitled to be
                  reimbursed by Buyer for the costs incurred by Seller with
                  respect to repairing the Collateral Damage, but only to the
                  extent of any insurance proceeds

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                                  CONFIDENTIAL


                  received by Buyer to cover the expense of repairing such
                  Collateral Damage); provided that in repairing, replacing,
                  or modifying any Equipment, Buyer shall not materially
                  change the functionality or performance of the Equipment to
                  the detriment of Buyer. Seller shall provide technical
                  advisory services reasonably necessary for any such repair
                  or replacement. If required to avoid or mitigate a forced
                  outage, warranty work and services by Seller shall be
                  performed on a twenty-four (24) hours a day, seven (7) days
                  a week basis. Such warranty work and services are limited to
                  the Equipment supplied and do not include removal and
                  replacement of structures or other parts of the facility
                  reasonably necessary to conduct the warranty work. In the
                  event Seller shall fail to undertake and perform its
                  warranty obligations within a reasonable time, Buyer may,
                  with prior written notice to Seller, perform or retain a
                  third party contractor to perform such warranty work and
                  Seller shall be liable for the reasonable costs thereof. In
                  such event, Seller's ongoing warranty obligations on the
                  portion of work on which Buyer or a third party contractor
                  are performing such warranty work shall only continue if
                  Seller gives written approval, which shall not be
                  unreasonably withheld, to the remedial work performed by
                  Buyer or third party contractor.

         (b)      Seller shall perform its warranty obligations under this
                  Contract without materially changing the performance
                  of the Equipment to the detriment of Buyer. In the
                  event that following the performance of warranty
                  obligations by Seller, Buyer believes that the
                  performance of the Equipment with respect to Net
                  Equipment Electrical Output or Net Equipment Heat
                  Rate may have materially changed to the detriment of
                  Buyer because of the work done under the warranty
                  obligation. Buyer shall conduct retests of the
                  Equipment to determine any such changes in Net
                  Equipment Electrical Output or Net Equipment Heat
                  Rate (adjusted in accordance with the degradation
                  curves attached in Appendix C). Seller shall be
                  notified of such tests and shall be permitted to
                  witnesses such tests. If the tests performed by
                  Buyer indicated that the Net Equipment Electrical
                  Output or Net Equipment Heat Rate of the Equipment
                  has materially changed to the detriment of Buyer
                  (after adjusting for degradation in accordance with
                  the degradation curves attached in Appendix C),
                  Seller may attempt to remedy and retest the
                  Equipment (all retesting to be conducted by Buyer
                  under Seller's technical guidance) for a period not
                  to exceed 60 days, provided that Seller's remedy and
                  testing will not unreasonably interfere with the
                  normal and continuous operation of the Equipment
                  and that all changes, adjustments and retesting
                  shall be at Seller's expense, excluding fuel and
                  operating expenses. In the event that at the end of
                  such period, despite the best efforts of Seller to
                  remedy the defect in a manner which does not
                  materially change the Net Equipment Electric Output
                  or Net Equipment Heat Rate of the Equipment to the
                  detriment of Buyer, the Net Equipment Electrical
                  Output or Net Equipment Heat Rate of the Equipment,
                  as measured by the final test performed, has
                  materially changed to the detriment of Buyer because
                  of the work done under the warranty obligation.
                  Seller shall pay to Buyer liquidated damages as a
                  predetermined reasonable and exclusive remedy for
                  such reduced performance and not as a penalty for
                  any such change, based upon the following items:


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                  (i)      NET EQUIPMENT ELECTRICAL OUTPUT - [*] for each
                           kilowatt that the Net Equipment Electrical Output
                           (using an aggregated number for all reworked Units
                           based upon the testing of all reworked Unit(s) at
                           the Project) measured after such warranty work is
                           less than the Final Test Value for Net Equipment
                           Electrical Output of such Unit(s) measured during
                           Acceptance Testing, adjusted in accordance with
                           the degradation curve attached in Appendix C.

                  (ii)     NET EQUIPMENT HEAT RATE - [*] for each BTU per
                           kilowatt hour per Unit that the Net Equipment Heat
                           Rate  (determined as an average for all reworked
                           Unit(s)  based upon the testing of all reworked
                           Unit(s) at the Project)  measured  after such
                           warranty work and when operated on natural gas is
                           greater than the Final Test Value for Net
                           Equipment Heat Rate (determined as an average for
                           all Unit(s)) measured during Acceptance Testing
                           when operated on natural gas,  adjusted in
                           accordance with the degradation  curve attached in
                           Appendix C, plus [*] for each BTU per kilowatt
                           hour per Unit that the Net Equipment Heat Rate
                           (determined as an average for all reworked
                           Unit(s) based upon the testing of all reworked
                           Unit (s) at the Project) measured after such
                           warranty work and when operated on fuel oil is
                           greater than the Final Test Value for Net
                           Equipment Heat Rate (determined as an average for
                           all Unit(s)) measured during Acceptance Testing
                           when operated on fuel oil, adjusted in accordance
                           with the degradation curve attached in Appendix C.

                  Seller's total aggregate liability for liquidated damages
                  under this Section 10.4 shall not exceed [*] of the
                  Contract Price. Payment of liquidated damages under
                  this Section 10.4 shall relieve Seller from all further
                  liability with respect to the change in Net Equipment
                  Electrical Output or Net Equipment Heat Rate of the Equipment
                  but shall not relieve Seller in any way from any warranty
                  obligations under this Contract.

10.5     EXTENSION OF WARRANTY PERIOD. Any modified, repaired or replaced part
         of the Equipment, revised Documentation and/or service furnished in
         connection therewith and any Service re-performed under the aforesaid
         warranty shall carry warranties on the same terms as set forth above
         except that the warranty period shall be for a period of one (1) year
         from the date of such modification, repair or replacement, revision, or
         reperformance. Seller's warranty obligations with respect to any Unit,
         if not terminated earlier pursuant to this Article 10, shall terminate
         on and shall be subject to the overall warranty limit of, the lesser of
         four (4) years after Substantial Completion of the Unit, or five (5)
         years after Delivery of the Unit.

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10.6     EXCLUSIVE WARRANTIES. The warranties set forth in this Article 10 and
         the warranty contained in Section 8.1, are exclusive and in lieu of all
         other warranties, whether written, oral, implied or statutory. NO
         IMPLIED OR STATUTORY WARRANTY OF EITHER MERCHANTABILITY OR FITNESS FOR
         PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR
         USAGE OF TRADE SHALL APPLY. The remedies set forth in this Article 10,
         Article 17, Section 8.1 and Section 13.3 are the only remedies of Buyer
         for claims based on defect in or failure of Equipment or Services,
         whether said claims are designated as arising in contract, warranty
         (other than with respect to infringement which shall be governed by
         Article 12), tort (including negligence), strict liability, indemnity
         (other than with respect to those situations governed by Article 15),
         or otherwise, whether arising before or after Delivery, and however
         instituted.

10.7     WARRANTY EXCLUSION.  Seller does not warrant the Equipment or any
         repaired or replaced part against normal wear and tear due to operation
         or environment.

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                       ARTICLE 11. PROPRIETARY INFORMATION

11.1     PROPRIETARY INFORMATION. Performance of the Contract by Seller may
         involve the use or furnishing of drawings, procedures, equipment, or
         the like, which Seller considers to be proprietary. At the time of
         furnishing such information to Buyer, Seller will expressly designate
         by label, stamp, or other written communication that the information or
         documentation furnished is proprietary and confidential. Buyer, its
         employees, and agents (including any architect/engineer or contractor)
         agree (a) to treat such information as confidential and to use all
         reasonable care not to divulge such information to any third party
         other than (i) employees and consultants of Tenaska, Inc., (ii) the
         purchasers of the electrical output generated by the Project, (iii)
         Buyer's lenders, investors, contractors, partners, insurers,
         consultants and affiliates, (iv) Buyer's Project operator, (v)
         governmental regulators, (vi) affiliates of partners in Buyer and (vii)
         permitted assignees under Section 22.1, (b) to restrict the use of such
         information to matters relating to (i) Seller's performance of the
         Contract and (ii) Buyer's performance of its obligations to regulators,
         investors, lenders, contractors, Project operator, and purchasers of
         the electrical output generated by such Facility, and (c) in all cases
         to restrict such access to those individuals or entities whose access
         is necessary in the implementation of the Contract, the development,
         construction and operation of such Project, and the purchasers of the
         electrical output generated by the Project, subject to the
         confidentiality provisions of this Article 11. Except for such
         purposes, confidential information will not be reproduced without
         Seller's prior written consent.

11.2     EXCLUSIONS FROM CONFIDENTIALITY. The foregoing restrictions do not
         apply to information which: (i) is contained in a printed publication
         which was released to the public by Seller prior to the date of this
         Contract or is disclosed by Seller without restriction either prior to
         or subsequent to the receipt by Buyer of such information; (ii) is, or
         becomes, publicly known otherwise than through a wrongful act of Buyer,
         its employees, or agents; (iii) is in the possession of Buyer, its
         employees, or agents prior to receipt from Seller, provided that the
         person or persons providing the same have not had access to the
         information from Seller; (iv) is developed independently by Buyer, its
         agents or employees without use of Seller's confidential information;
         (v) is required to be disclosed by a court, governmental or regulatory
         body; or (vi) is approved in writing by Seller for disclosure by Buyer,
         its agents or employees to a third party not bound by the
         confidentiality obligations afforded to Seller under Section 11.1
         above.

11.3     BUYER'S CONFIDENTIAL INFORMATION. Confidential information shall also
         include any Project information obtained by Seller from, or disclosed
         to Seller by, Buyer, its agents or employees, which is considered by
         Buyer to be proprietary, and is designated by label, stamp, or other
         written communication by Buyer to Seller that the information or
         documentation furnished is proprietary and confidential, except such
         information as was (i) previously known by Seller, free from any
         obligation to keep it confidential, (ii) publicly disclosed or
         disclosed without restriction by Buyer to parties other than Buyer's

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                                  CONFIDENTIAL


         partners, affiliates of partners or lenders or potential lenders for
         the Project, either prior to or subsequent to the receipt by Seller of
         such information, or (iii) is developed independently by Seller, its
         agents or employees without use of Buyer's confidential information.
         Except as may be authorized by Buyer in writing, Seller shall not
         disclose to any person, firm, or enterprise, or use for its own benefit
         other than in the performance of its obligations under this Contract or
         if required to do so by a court, governmental or regulatory body, any
         such confidential information of Buyer.

11.4     NO ADEQUATE REMEDY. Each Party acknowledges and agrees that, in the
         event of a breach or threatened breach by it of the provisions of
         Sections 11.1 or 11.3, the aggrieved Party will have no adequate remedy
         in money or damages and, accordingly, shall be entitled to an
         injunction against such breach. However, no specification in this
         Section 11.4 of any specific legal or equitable remedy shall be
         construed as a waiver or prohibition against any other legal or
         equitable remedies in the event of a breach of a provision of this
         Article 11.

11.5     CONFIDENTIALITY OF CONTRACT. Seller and Buyer deem this Contract, and
         information concerning price, warranty, performance guarantees, and
         delivery cycles exchanged by the Parties during the negotiations of
         this Contract, to be confidential information and subject to the
         provisions of this Article 11. Notwithstanding the foregoing, the terms
         and provisions of Article 3 shall not be disclosed to any third party,
         including any potential prime contractor, (but excepting any investors,
         partners in Buyer and their affiliates, any financial lender, insuror
         or consultant of Buyer and the employees and consultants of Tenaska,
         Inc.) without the prior written consent of Seller, which consent shall
         not be unreasonably withheld. The Parties' respective obligations with
         respect to confidential information hereunder shall terminate on the
         tenth (10th) anniversary date of this Contract.

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                                  CONFIDENTIAL


                        ARTICLE 12. INTELLECTUAL PROPERTY

12.1     INTELLECTUAL PROPERTY INDEMNIFICATION. Seller agrees to defend and to
         handle at its own cost and expense any claim or action against Buyer
         for actual or alleged infringement of any patent or copyright, or
         similar proprietary right, including but not limited to
         misappropriation of trade secrets, based upon the Equipment,
         Documentation, or other materials and/or Services furnished to Buyer by
         Seller, or the use thereof by Buyer. Seller shall, at Seller's sole
         expense, conduct the defense of any such claim or action and all
         negotiations for the settlement or compromise, unless otherwise
         mutually agreed to, in writing, by Buyer and Seller; provided that if
         such claim or action seeks an injunction or other equitable relief
         against Buyer, counsel retained by Buyer at the expense of Buyer shall
         be permitted to participate in such defense. Seller agrees to further
         indemnify and hold Buyer harmless from and against any and all
         liabilities, losses, settlements, judgments, reasonable costs and
         expenses (including but not limited to reasonable legal fees and
         expenses and costs of settlement) incurred by Buyer associated with any
         such claim or action. Seller will not be responsible for any settlement
         of such suit or proceeding made without its prior written consent,
         subject to Seller's compliance with the foregoing provisions of this
         Section 12.1.

12.2     REMEDY FOR INFRINGEMENT. If any Equipment, Documentation, materials
         and/or Services furnished hereunder are held to constitute
         infringement, and the use thereof 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 Equipment,
         Documentation, materials and/or Services or (ii) modify such Equipment,
         Documentation, materials and/or Services to become non-infringing
         (provided that such modification does not affect Buyer's intended use
         of the same as contemplated hereunder); or (iii) replace such
         Equipment, Documentation, materials and/or Services with equally
         suitable, non-infringing Equipment, Documentation, materials and/or
         Services, provided such replacement Equipment does not degrade the
         operation of the Equipment or affect Seller's warranty. Sections 12.1
         and 12.2 state the entire liability of Seller for infringement of any
         patent, copyright or similar proprietary right with respect to any
         Equipment, Documentation, materials and/or Services.

12.3     EXCEPTION TO INDEMNIFICATION. Sections 12.1 and 12.2 shall not apply to
         the extent that a claim is caused by any Equipment (i) which is
         manufactured to Buyer's unique design requirements for Buyer's sole and
         exclusive use, (ii) modified by Buyer or its contractors after Delivery
         and by reason of said design, use or modification a suit is brought
         against Buyer or (iii) furnished under this Contract and used by Buyer
         in conjunction with any other apparatus or material not reasonably
         anticipated or specified by Seller. To the extent of a claim described
         in the preceding sentence, Seller assumes no liability whatsoever for
         infringement.

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                                  CONFIDENTIAL


                       ARTICLE 13. LIMITATION OF LIABILITY

  13.1   LIMITATION OF LIABILITY. Except for liabilities arising under Article
         11, or Sections 12.1 and 15.1, the total liability of Seller on all
         claims, whether in contract, warranty, tort (including negligence),
         strict liability, indemnity, or otherwise, arising out of the
         performance of this Contract or from the manufacture, sale, delivery,
         resale, repair, installation, technical direction of installation,
         replacement, or use of any Equipment shall not exceed the Total
         Contract Price. All liability of Seller with respect to any Unit shall
         terminate upon the first to occur of: (a) the Unit completing two
         thousand four hundred (2,400) starts, (b) four (4) years after
         Substantial Completion of the Unit, or (c) six (6) years after
         Delivery of the Unit.


13.2     CONSEQUENTIAL DAMAGES EXCLUSION. Except for the payment of liquidated
         damages as specified in Articles 10 and 17, in no event, whether as a
         result of breach of contract, warranty, tort (including negligence),
         strict liability, indemnity, or otherwise, shall Seller or its
         subcontractors or suppliers be liable for any special, consequential,
         incidental, indirect, or exemplary damages; provided that the
         immediately foregoing exclusion of liability for any special,
         consequential, incidental, indirect, or exemplary damages shall not
         limit the obligations of Seller to provide indemnification for (a)
         injury (including death) to persons in accordance with Section 15.1 or
         (b) damage to tangible property of a third party in accordance with
         Section 15.1 but only if Seller is held to be directly liable to the
         third party for all or a portion of such tangible property damage by a
         court of competent jurisdiction. In no event, (c) shall Buyer be liable
         to Seller for any special, consequential, incidental, indirect or
         exemplary damages and (d) the total liability of Buyer on all claims,
         whether in contract, tort (including negligence), strict liability,
         indemnity or otherwise arising out of this Contract shall not exceed
         the Total Contract Price, provided that the limitations set forth in
         clause (d) shall not apply to Buyer's obligations (including any breach
         thereof) under Article 3, Article 11 or Section 15.2. Nothing in clause
         (c) of the preceding sentence of this Section 13.2 shall limit the
         obligations of Buyer to provide indemnification for (e) injury
         (including death) to persons in accordance with Section 15.2 or (f)
         damage to tangible property of a third party in accordance with Section
         15.2 but only if Buyer is held to be directly liable to the third party
         for all or a portion of such tangible property damage by a court of
         competent jurisdiction. This section shall not limit Seller's
         obligation to provide the express remedies for breach of warranty set
         forth in Article 10 of this Contract.

13.3     RETENTION OF REMEDIES. Subject to the limitations in Section 8.1,
         Article 10, Sections 13.1 and 13.2, and the limitations of Buyer's
         remedies in Articles 16 and 17, Buyer retains all of its rights and
         remedies at law or in equity, for Seller's failure to comply with any
         provision of this Contract, including failure of Seller to satisfy any
         of the Performance Guarantees, Demonstration Test Requirements and
         Availability Test Requirements.

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                                  CONFIDENTIAL


13.4     FURTHER LIMITATIONS. For the purpose of this Article 13, the term
         "Seller" shall mean Seller, its affiliates, subcontractors and
         suppliers of any tier, and their respective agents and employees,
         whether individually or collectively. Buyer will obtain from any third
         party to which this Contract may be assigned and from the initial owner
         of any Project and from the owner of the Project Site, a specific
         acknowledgement that the protections afforded Seller by this Article 13
         will be binding on such parties.

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                             ARTICLE 14. TERMINATION

14.1     TERMINATION. Buyer may terminate this Contract at any time upon written
         notice to Seller and payment of the Cancellation Charge in accordance
         with Appendix B, provided that Buyer shall have the option of
         terminating this Contract as to specific Units and retaining the right
         to purchase less than all of the Units (to be delivered to Buyer in
         accordance with the terms of this Contract) by making the payments to
         Seller as shown in Appendix B.

14.2     TERMINATION BY SELLER. In the event that Buyer fails to timely pay to
         Seller any undisputed amounts due pursuant to the terms of this
         Contract, Buyer shall be in default under this Contract and Buyer shall
         be allowed thirty (30) days from receipt of a written notice of such
         default from Seller in which to cure such default, after which Seller
         may immediately terminate this Contract by written notice to Buyer. Any
         amount disputed by Buyer to be due under this Contract must be disputed
         in good faith.

14.3     TERMINATION BY BUYER. In the event that Seller breaches a material
         provision of this Contract, Seller shall be in default under this
         Contract and Seller shall be allowed thirty (30) days from receipt of a
         written notice of such default from Buyer in which to cure such
         default, or initiate and diligently pursue to completion a cure, after
         which Buyer shall immediately have the right to terminate this Contract
         by written notice to Seller. In the event the Contract sets forth a
         specific remedy for any breach, Buyer shall not have the right to
         terminate the Contract.

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                           ARTICLE 15. INDEMNIFICATION

15.1     INDEMNIFICATION. Seller shall indemnify and hold harmless Buyer,
         partners in Buyer, their respective affiliates, a Section 22.1 third
         party assignee and the officers and directors of such partners,
         affiliates and assignee ("Buyer Indemnified Parties"), from any losses,
         liabilities, judgments or damages arising from third party claims
         (excluding claims of third parties due to electric service interruption
         or frequency fluctuation) for damage to tangible property, or for
         injury (including death) to persons (including employees of Seller and
         the Buyer Indemnified Parties) to the extent that such claim is based
         upon or attributable to (i) the negligence or willful misconduct of
         Seller or its servants, agents, or employees, or (ii) the breach of
         Seller's obligations under this Contract. In the event any damage or
         injury is caused jointly or concurrently by the negligence of Buyer and
         Seller, such loss shall be borne proportionately by the Parties to
         their degree of negligence. Seller shall not be liable in any event for
         loss or injury to persons or property (including the Equipment supplied
         hereunder) to the extent caused (a) solely by Buyer, its agents,
         employees, contractors, or their employees, agents, or subcontractors,
         or (b) solely by the failure or malfunctioning of any tools, equipment,
         facilities, or devices furnished by Buyer. For purposes of this Section
         15.1, "third party" shall not include Buyer, or its partners,
         subsidiaries, affiliates, parents, successors or assigns, or any party
         with (x) an equity or partnership interest in the foregoing, or (y) a
         security interest of any nature in the foregoing's assets or property,
         if such party also claims or seeks to claim any of the rights, powers,
         or privileges of Buyer under this Contract.

15.2     INDEMNIFICATION. Buyer shall indemnify and hold harmless Seller and
         affiliates of Seller, and the officers and directors of such affiliates
         ("Seller Indemnified Parties"), from any losses, liabilities, judgments
         or damages arising from third party claims for damage to tangible
         property, or for injury (including death) to persons (including
         employees of Buyer and the Seller Indemnified Parties) to the extent
         that such claim is based upon or attributable to (i) the negligence or
         willful misconduct of Buyer or its servants, agents, or employees, or
         (ii) the breach of Buyer's obligations under this Contract. In the
         event any damage or injury is caused jointly or concurrently by the
         negligence of Buyer and Seller, such loss shall be borne
         proportionately by the Parties to their degree of negligence. Buyer
         shall not be liable in any event for loss or injury to persons or
         property (including the Equipment supplied hereunder) to the extent
         caused (a) solely by Seller, its agents, employees, contractors, or
         their employees, agents, or subcontractors, or (b) solely by the
         failure or malfunctioning of any tools, equipment, facilities, or
         devices furnished by Seller. For purposes of this Section 15.2, "third
         party" shall not include Seller, or its subsidiaries, affiliates,
         parents, successors or assigns, or any party with (x) an equity or
         partnership interest in the foregoing, or (y) a security interest of
         any nature in the foregoing's assets or property, if such party also
         claims or seeks to claim any of the rights, powers, or privileges of
         Seller under this Contract.

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                       ARTICLE 16. PERFORMANCE GUARANTEES

16.1     Performance Guarantees.
         (a)      LIQUIDATED DAMAGE PERFORMANCE GUARANTEES  Each individual
                  guaranteed performance specified in subsections (i) and (ii)
                  of this Section 16.1(a) is herein referred to as a "Liquidated
                  Damage Performance Guarantee". The respective guaranteed
                  values referenced below, and the contract conditions which
                  apply to such guaranteed values, are identified in Section 1.0
                  of Appendix C.

                  Seller guarantees that:

                  (i)      the "Final Test Value" for the Net Equipment
                           Electrical  Output as defined in Sections  1.0, 2.0
                           and 3.0 of Appendix C shall not be less than the
                           guaranteed output set forth in Section 1.1 of
                           Appendix C; and

                  (ii)     the "Final Test Value" for the Net  Equipment  Heat
                           Rate as defined in Sections 1.0, 2.0 and 3.0 of
                           Appendix C shall not be greater than the  guaranteed
                           heat rate set forth in Section 1.2 of Appendix C;

                  when, in each case (i) and (ii) above, such actual values are
                  measured and corrected to the contract conditions as specified
                  in Appendix C all in accordance with the test procedures
                  (hereinafter "Final Test Value(s)").

         (b)      PERFORMANCE GUARANTEES. (Exhaust and Noise Emissions) Each
                  individual guaranteed performance specified in subsections (i)
                  and (ii) of this Section 16.1(b) is herein referred to as a
                  "Performance Guarantee". The respective guaranteed values
                  referenced below, and the contract conditions which apply to
                  such guaranteed values, are identified in Section 4.0 of
                  Appendix C.

                  Seller guarantees that:

                  (i)      the "Final Test Values" for the exhaust emissions
                           from the combustion turbine Units shall not exceed
                           the guaranteed limits set forth in Section 4.1 of
                           Appendix C when the actual values for such emissions
                           are measured as specified in Section 4.1 of Appendix
                           C all in accordance with the test procedures; and

                  (ii)     the "Final Test Values" for the noise emissions from
                           the combustion turbine Unit(s) shall not exceed the
                           guaranteed limits set forth in Section 4.2 of
                           Appendix C when the actual value for such emissions
                           is measured as specified in Section 4.2 of Appendix C
                           in accordance with the test procedures.

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16.2     SATISFACTION OF LIQUIDATED DAMAGE PERFORMANCE GUARANTEES AND
         PERFORMANCE GUARANTEES.

          (a)     SATISFACTION OF LIQUIDATED DAMAGE PERFORMANCE GUARANTEES. The
                  Liquidated Damage Performance Guarantees set forth in
                  subsections (i) and (ii) of Section 16.1(a) shall be
                  conclusively deemed satisfied and Seller shall be relieved of
                  any and all obligations with respect to such Liquidated Damage
                  Performance Guarantees after the condition(s) of the
                  applicable subsection of each of (i) and (ii) below has
                  occurred:

         (i)      (A)      the Final Test Value of the Net Equipment Electrical
                           Output is equal to or greater than the guaranteed
                           electrical output set forth in Section 1.1 of
                           Appendix C, or

                  (B)      Seller has exercised all reasonable efforts and
                           diligently taken appropriate corrective actions to
                           achieve the guaranteed electrical output set forth in
                           Section 1.1 of Appendix C during any testing and
                           retesting conducted by Buyer or on Buyer's behalf and
                           having achieved the Performance Minimum for
                           electrical output set forth in Section 1.1 of
                           Appendix C but having failed to achieve the
                           guaranteed electrical output, Seller has paid
                           liquidated damages to Buyer pursuant to Section
                           17.2(b), or

                  (C)      Buyer provides written notice to Seller that it has
                           satisfied this portion of the Liquidated Damage
                           Performance Guarantee; and

         (ii)     (A)      the Final Test Value of the Net Equipment Heat Rate
                           is equal to or less than the guaranteed heat rate set
                           forth in Section 1.2 of Appendix C, or

                  (B)      Seller has exercised all reasonable efforts and
                           diligently taken appropriate corrective actions to
                           achieve the guaranteed heat rate set forth in Section
                           1.2 of Appendix C during any testing and retesting
                           conducted by Buyer or on Buyer's behalf and having
                           achieved the Performance Minimum for heat rate set
                           forth in Section 1.2 of Appendix C but having failed
                           to achieve the guaranteed heat rate, Seller has paid
                           liquidated damages to Buyer pursuant to Section
                           17.2(b), or

                  (C       Buyer provides written notice to Seller that it has
                           satisfied this portion of the Liquidated Damage
                           Performance Guarantee.

         (b)      SATISFACTION OF PERFORMANCE GUARANTEES. The Performance
                  Guarantees set forth in subsections (i) and (ii) of Section
                  16.1(b) shall be conclusively deemed satisfied and Seller
                  shall be relieved of any and all obligations with respect to
                  such Performance Guarantees after the condition(s) of the
                  applicable subsection of each of (i) and (ii) below has
                  occurred:

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         (i)      (A)      the Final Test Values for the exhaust  emissions
                           from the combustion  turbine Unit are each equal to
                           or less than the guaranteed  limits set forth in
                           Section 4.1 of Appendix C, or

                  (B)      Buyer provides written notice to Seller that it has
                           satisfied such Performance Guarantee; and

         (ii)     (A)      the Final Test Values for the noise emissions from
                           the combustion  turbine Unit(s) is equal to or less
                           than the guaranteed  limits set forth in Section 4.2
                           of Appendix C, or

                  (B)      Buyer provides written notice to Seller that it has
                           satisfied such Performance Guarantee;

         provided that the Emissions Test for such Project may be delayed by
         Buyer for a period not to exceed six (6) months after Commercial
         Operation.

16.3     DEMONSTRATION TEST GUARANTEES. Seller guarantees that the Equipment
         shall satisfy the Demonstration Test requirements set forth in Section
         6.0 of Appendix C (the "Demonstration Test Requirements") when such
         tests are performed in accordance with the test procedures.

         Each Demonstration Test Requirement set forth in Section 6.0 of
         Appendix C shall be conclusively deemed satisfied and Seller shall be
         relieved of any and all obligations with respect to such Demonstration
         Test Requirement upon the occurrence of the following:

                  (i)      the performance of the Equipment in such
                           Demonstration Test equals or exceeds the requirement
                           guaranteed for such test in Section 6.0 of Appendix
                           C, or

                  (ii)     Buyer provides written notice to Seller that it has
                           satisfied such Demonstration Test Requirement;

         provided that the test of the Combustion Turbine Evaporative Cooler may
         be delayed by Buyer for a period not to exceed six (6) months after
         Commercial Operation.

16.4     AVAILABILITY TEST GUARANTEE.  Seller  guarantees that the Equipment
         shall satisfy the Availability  Test requirements set forth in Section
         7.0 of Appendix C (the  "Availability Test Requirements") when such
         test is performed in accordance with the test procedures.

         Each Availability Test Requirement set forth in Section 7.0 of Appendix
         C shall be conclusively deemed satisfied and Seller shall be relieved
         of any and all obligations with respect to such Availability Test
         Requirement upon the occurrence of the following:

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         (i)      the performance of the Equipment in such Availability Test
                  equals or exceeds the requirement guaranteed for such test in
                  Section 7.0 of Appendix C, or

         (ii)     Buyer provides written notice to Seller that it has satisfied
                  such Availability Test Requirement.

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              ARTICLE 17. LIQUIDATED DAMAGES AND ACCEPTANCE TESTING

17.1     SCHEDULE LIQUIDATED DAMAGES. In the event of a delay in Shipment or
         Delivery (as applicable, depending upon which of such events has an
         applicable Guaranteed Date in Section 4.1(a)) of a Unit or if Seller's
         failure to comply with the requirements of this Contract with respect
         to Equipment and Services causes a delay in the achievement of
         Commercial Operation of one or more Units, the Parties agree that
         Buyer's loss would be difficult to determine. Each Party acknowledges
         and agrees, after taking into account the terms of this Contract and
         all relevant circumstances at the date hereof, that the liquidated
         damages payable under this Section 17.1 represent a reasonable and
         genuine pre-estimate of the damages which would be suffered by Buyer in
         the event of a delay in the Delivery or Shipment (as applicable) of one
         or more Units or a delay in the achievement of Commercial Operation of
         one or more Units and does not constitute a penalty. Accordingly,
         Seller and Buyer agree, as a predetermined reasonable and exclusive
         remedy for any such loss to the following liquidated damages:

         (a)      SHIPMENT OR DELIVERY.

                  Except for Spare Parts, in the event that Shipment or Delivery
                  (as applicable depending upon the Guaranteed Date) of a Unit
                  (as defined in Section 4.1(d)) is not made on or before the
                  applicable Guaranteed Date for such Unit as set forth in
                  Section 4.1(a) due to causes not excused by the provisions of
                  this Contract, daily liquidated damages shall accrue (subject
                  to the notice requirements of Section 4.1(d)(i) and (ii) in
                  the event that certain Equipment is missing) at the following
                  rates for each full day that Shipment or Delivery (as
                  applicable) of such Unit occurs after the Guaranteed Date:

                           for days one (1) through  fourteen (14), the sum of
                           Twenty Thousand  Dollars  ($20,000) per day, per
                           Unit; and for days beyond the fourteenth  (14th) day,
                           the sum of Forty Thousand Dollars ($40,000) per day,
                           per Unit.

         (b)      COMMERCIAL OPERATION. To the extent that Seller's failure to
                  comply with the requirements of this Contract with respect to
                  a Unit is the primary cause of one or more days that the Unit
                  does not achieve Commercial Operation by the Scheduled Date of
                  Commercial Operation for such Unit and such cause of delay is
                  not excused by the provisions of this Contract, Seller agrees
                  to pay liquidated damages in accordance with the following
                  schedule: for days one (1) through fourteen (14), the sum of
                  Thirty Thousand Dollars ($30,000) per day, per Unit; and for
                  days beyond the fourteenth (14th) day, the sum of Fifty
                  Thousand Dollars ($50,000) per day, per Unit.

                  (i)      If,  despite the efforts of the EPC  Contractor to
                           mitigate the effects of late  Shipment or Delivery
                           under  Section  17.1(a),  such late Shipment or

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                          Delivery of a Unit is the primary cause of a delay of
                          any day the Unit does not achieve Commercial Operation
                          by the Scheduled Date of Commercial Operation for such
                          Unit (excluding the first thirty (30) days of late
                          Shipment or Delivery under Section 17.1(a) which shall
                          be deemed to have no effect on the achievement of
                          Commercial Operation), Seller shall pay liquidated
                          damages to Buyer in accordance with the schedule set
                          forth in Section 17.1(b) above, provided that in
                          determining the amount of any liquidated damages under
                          this Section 17.1(b)(i) for delay after the first
                          thirty (30) days, the liquidated damages paid by
                          Seller under Section 17.1(a) with respect to each day
                          of delay shall reduce the amount of liquidated damages
                          due under this Section 17.1(b)(1) for such
                          corresponding day of delay. FOR EXAMPLE, if Commercial
                          Operation of a Unit is fifty (50) days late, all of
                          which was caused by late delivery of such Unit, the
                          first thirty (30) days of late Commercial
                          Operation are disregarded. Liquidated damages under
                          this Section 17.1(b)(1) will be $10,000 per day for
                          each day thereafter through the fiftieth day,
                          calculated by using $50,000 for the thirty first day
                          of delay in achieving Commercial Operation as shown in
                          the schedule at the beginning of this Section 17.1(b)
                          minus $40,000 of liquidated damages paid for such gas
                          turbine Unit which was delivered thirty-one days late,
                          and continuing similarly with such calculation for
                          each of the days through the fiftieth day.

                  (ii)    If, excluding any and all effects of any late
                          Shipment or Delivery  under  Section  17.1(a),  the
                          actions or inactions of Seller are the primary cause
                          of a delay of any day a Unit does not achieve
                          Commercial Operation by the Scheduled Date of
                          Commercial Operation for such Unit and such cause of
                          delay is not excused by the provisions of this
                          Contract, Seller shall pay liquidated damages to Buyer
                          in accordance with the schedule set forth in Section
                          17.1(b) above, provided that (i) Seller shall have a
                          minimum time period (the "Minimum Period") of
                          thirty-one (31) days after each of Units #1, #4, #5
                          and #6 is Mechanically Complete and twenty-seven (27)
                          days after each of Units #2 and #3 is Mechanically
                          Complete, as shown in the EPC Project Schedule
                          attached to this Contract as Appendix H (commissioning
                          of Units #2 and #3 on fuel oil to be delayed until
                          after Commercial Operation) for inspecting the Unit
                          and its installation, the performance of pre-testing,
                          startup, commissioning, correction of discovered
                          problems, tuning, verification that the Unit is in
                          proper adjustment and condition to begin Acceptance
                          Testing and the performance of Acceptance Testing by
                          Buyer's EPC Contractor (extended for any time periods
                          during such Minimum Period when Seller reasonably
                          needs to perform services or tests on such Unit and
                          does not have such access and availability to such
                          Unit, consistent with the EPC Project Schedule),
                          prior to the expiration of which no liquidated damages
                          shall accrue under this Section 17.1(b). Seller shall
                          notify Buyer's EPC Contractor, in writing, in the
                          event that, as provided in the immediately

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                          preceding sentence, Seller believes that it has not
                          had the access to such Unit which it reasonably needs
                          and Buyer's EPC Contractor shall have 24 hours in
                          which to cure such problem by providing such access to
                          Seller. Buyer shall cause the EPC Contractor to
                          provide Seller with written notice when each Unit is
                          Mechanically Complete, and the Minimum Period shall
                          not commence until Seller has received such notice.
                          Any modifications to the EPC Project Schedule made by
                          the EPC Contractor shall provide Seller with durations
                          for the performance of Seller's activities during the
                          Minimum Period, which are comparable to or greater
                          than the durations available under the original EPC
                          Project Schedule attached as Appendix H. If, prior to
                          Commercial Operation of a Unit, Seller recommends
                          repair activities for a Unit which Buyer's EPC
                          Contractor has the responsibility to perform, Seller
                          shall not be charged for liquidated damages for delay
                          in achieving Commercial Operation of such Unit for any
                          period of time which is longer than the normal period
                          of time which would be required to accomplish such
                          repairs or for any period of time after such repairs
                          are completed which is longer than reasonably
                          necessary to prepare such Unit for testing or
                          retesting. In connection with Seller's performance of
                          Services under this Contract, including work performed
                          by Seller during the Minimum Period, Seller shall work
                          in conjunction with Buyer's EPC Contractor to
                          coordinate all activities in order to minimize the
                          total time required for the achievement of Commercial
                          Operation. Any liquidated damages which accrue under
                          this Section 17.1(b)(ii) shall be in addition to any
                          liquidated damages which may accrue under Section
                          17.1(a) or Section 17.1(b)(i).

                  In the event that liquidated damages are to be paid to Buyer
                  pursuant to this Section 17.1(b), such liquidated damages
                  shall continue to accrue for a Unit for each day until the
                  earlier of (1) Commercial Operation for such Unit is achieved
                  or (2) Seller, having (i) achieved the Interim Performance
                  Requirements for such Unit, (ii) satisfied the exhaust
                  emission requirements as measured by CEMS in accordance with
                  the requirements of Appendix C (compliance testing not
                  required prior to this date), (iii) satisfied the
                  Demonstration Test Requirements (excluding an Evaporation
                  Cooler Test), and (iv) successfully completed a ten (10) hour
                  availability test requirement for such Unit, as described in
                  Section 7.0 of Appendix C, elects to stop the accrual of
                  liquidated damages under this Section 17.1(b) by making an
                  election under Section 17.2(d). "Commercial Operation" means
                  the satisfaction of all requirements of applicable tests
                  required under the EPC Agreement for Commercial Operation of a
                  Unit, as determined under the EPC Agreement. Buyer shall cause
                  the contractor under the EPC Agreement to cooperate with
                  Seller to provide timely information, including an Acceptance
                  Testing schedule during the Minimum Period, to Seller
                  concerning the Scheduled Commercial Operation Date for each
                  Unit under the EPC Agreement, including any changes to such
                  dates within a reasonable time after such changes. In the
                  event that the aggregate amount of liquidated damages charged
                  to Seller under

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                  Section 17.1(b) exceeds the aggregate amount of liquidated
                  damages paid by the EPC Contractor under the EPC Agreement
                  for failing to timely achieve Commercial Operation, as
                  defined in the EPC Agreement, the amount of liquidated
                  damages charged to Seller under Section 17.1(b) shall be
                  reduced to such amount paid by the EPC Contractor, and Buyer
                  shall, if necessary, refund any excess payments to Seller.
                  In the event that Seller is the primary cause of delay in
                  the achievement of Commercial Operation of a Unit and the
                  maximum liquidated damages for delay in achieving Commercial
                  Operation under this Section 17.1 have accrued, or the delay
                  in the achievement of Commercial Operation of a Unit caused
                  by Seller exceeds one (1) year, for whatever reasons,
                  including delay in Shipment or Delivery of the Unit, Seller
                  shall be in material breach for substantial nonperformance
                  of this Contract. Upon a material breach for substantial
                  nonperformance pursuant to this Section 17.1, Buyer may
                  pursue any and all remedies available to Buyer, at law or in
                  equity, including termination of this Contract with respect
                  to such Unit at any time thereafter without payment of any
                  Cancellation Charge, and the filing of an action for damages
                  in addition to any previously accrued liquidated damages
                  relating to such Unit, caused by such material breach,
                  subject only to the limitation of liability set forth in
                  Section 13.1 and the exclusion of damages set forth in
                  Section 13.2, provided that Section 13.2 shall not restrict
                  Buyer from the recovery of damages for any additional direct
                  costs arising from the completion of the performance
                  required under this Contract, whether by another party or by
                  Buyer.

         (c)      ACCRUAL OF LIQUIDATED DAMAGES UNDER SECTIONS 17.1. Liquidated
                  damages shall accrue pursuant to Section 17.1(a) beginning on
                  the Scheduled Shipment Date or the Scheduled Delivery Date for
                  each Unit, as applicable. Liquidated damages, if any,
                  applicable pursuant to Section 17.1(b) shall be determined by
                  Buyer within thirty (30) days after Commercial Operation of a
                  Unit and shall be deemed to have accrued upon the notification
                  to Seller, in accordance with Section 22.7, of the amount of
                  such liquidated damages and the basis for such determination;
                  provided that in the event that Commercial Operation of a Unit
                  is delayed beyond ninety (90) days after the Scheduled Date of
                  Commercial Operation for such Unit as a result of delays
                  caused by Seller or Commercial Operation of a Unit fails to
                  occur within twelve (12) months of the date of the Delivery of
                  a Unit, Buyer may, at any time thereafter, notify Seller of
                  the amount of liquidated damages, if any, applicable to Seller
                  under Section 17.1(b) and such liquidated damages shall be
                  deemed to have accrued on such date of notification.

         (d)      AGGREGATION OF LIQUIDATED DAMAGES. The amounts specified in
                  the schedule set forth in Section 17.1(a), when aggregated for
                  all days of late Shipment or Delivery, as applicable, plus the
                  amounts specified in the schedule set forth in Section 17.1(b)
                  when aggregated for all Units and all days of delay in
                  Commercial Operation for all Units represent the aggregate
                  maximum liability of Seller for late Shipment or Delivery, as
                  applicable, under Section 17.1(a) and for delay in Commercial
                  Operation under Section 17.1(b).

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         (e)      LIMITATION.  Seller's total aggregate liability for
                  liquidated damages under this Section 17.1 for all Units,
                  together with any payments made pursuant to Section 17.2(e),
                  shall not exceed thirty percent (30%) of the Total
                  Contract Price.

         17.2     PERFORMANCE.

         (a)      PERFORMANCE GUARANTEES. If Buyer elects to conduct Acceptance
                  Testing, then each of the Units shall satisfy the Liquidated
                  Damage Performance Guarantees set forth in Section 1.0 of
                  Appendix C, the Performance Guarantees set forth in Section
                  4.0 of Appendix C, the Demonstration Test Requirements set
                  forth in Section 6.0 of Appendix C, and the Availability Test
                  Requirements set forth in Section 7.0 of Appendix C. Seller
                  may observe any preliminary tests including standard start-up
                  tests made by Buyer, for the purpose of verifying that the
                  Unit is in proper adjustment and condition to undergo
                  Acceptance Testing.

         (b)      PERFORMANCE LIQUIDATED DAMAGES. With respect to the Liquidated
                  Damage Performance Guarantees, it is agreed that Buyer's loss
                  would be difficult to determine in the event that one or more
                  of the Units fails to satisfy the Liquidated Damage
                  Performance Guarantees. Accordingly, Seller and Buyer agree as
                  a predetermined reasonable and exclusive remedy (provided that
                  with respect to Net Equipment Electrical Output and Net
                  Equipment Heat Rate, the Units must achieve the Performance
                  Minimums before liquidated damages become the exclusive
                  remedy) for any such loss, Seller shall pay to Buyer for
                  liquidated damages and not as a penalty, sums based upon the
                  following items:

                  (i)      NET EQUIPMENT ELECTRICAL OUTPUT - [*] for each
                           kilowatt that the actual Net Equipment Electrical
                           Output (using an aggregated number for all Units
                           based upon testing of all Units located at the
                           Project) is less than the guaranteed Net Equipment
                           Electrical Output set forth in Section 1.1 of
                           Appendix C.

                  (ii)     NET EQUIPMENT HEAT RATE - [*] for each BTU per
                           kilowatt hour per Unit that the actual Net Equipment
                           Heat Rate (using an average number based upon testing
                           of all Units located at the Project Site), when
                           tested on natural gas, is greater than the guaranteed
                           Net Equipment Heat Rate set forth in Section 1.2 of
                           Appendix C, plus [*] for each BTU per kilowatt hour
                           per Unit that the actual Net Equipment Heat Rate
                           (using an average number based upon testing of all
                           Units located at the Project Site), when tested on
                           fuel oil, is greater than the guaranteed Net
                           Equipment Heat Rate set forth in Section 1.2 of
                           Appendix C.

         (c)      ACCEPTANCE TESTING.

                  (i)      TESTING PROCEDURES. Buyer may conduct Acceptance
                           Testing in order to

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                           determine whether the Liquidated Damage Performance
                           Guarantees, the Performance Guarantees, the
                           Demonstration Test Requirements, and the Availability
                           Test Requirements have been satisfied. Such testing
                           shall be conducted by Buyer or on Buyer's behalf and
                           may be witnessed by Seller. Seller shall develop the
                           detailed test procedures for initial testing and
                           potential retesting and obtain Buyer's review,
                           comment, and approval not later than October 31,
                           2000; provided that test procedures for the Utility
                           Tests shall be developed on Buyer's behalf by the EPC
                           Contractor as set forth in Section 8.0 of Appendix C.
                           For all Acceptance Testing performed under this
                           Contract, Buyer (or, as applicable, the EPC
                           Contractor on Buyer's behalf) shall at no cost to
                           Seller: (i) make the Units available at the times,
                           loads and conditions necessary for proper testing,
                           (ii) provide all instrumentation, labor, operators,
                           technicians, fuel and consumables required to perform
                           Acceptance Testing and to read and record the test
                           data, (iii) provide fuel and consumables in
                           accordance with the Specifications and (iv) conduct
                           the Performance Tests, Demonstration Tests, Emissions
                           Test, Availability Test and Utility Tests in
                           accordance with test procedures approved by Buyer and
                           calculate the test results. Seller, based upon
                           project information provided by Buyer, estimates that
                           [*] of fuel will be consumed during operation of the
                           Units in connection with the installation, start up,
                           commissioning, Acceptance Testing, diagnostic
                           testing, and retesting of the Units and Seller will
                           perform the Services under this Contract so as to
                           minimize the potential use of fuel  in excess of such
                           estimated amounts. Seller shall have no liability for
                           fuel costs associated with the Project. Seller shall
                           (i) have the right of representation at all
                           Acceptance Testing, (ii) have access to all data
                           resulting from the Acceptance Testing, and (iii) be
                           promptly furnished with a copy of the test data and
                           have the right to review and comment on the
                           calculations used to determine the test results.

                  (ii)     DIAGNOSTIC TESTING AND REMEDY If results of any
                           Acceptance Testing indicate that any of the
                           Liquidated Damage Performance Guarantees, the
                           Performance Guarantees, the Demonstration Test
                           Requirements, or the Availability Test Requirements
                           have not been satisfied, Buyer (or the EPC Contractor
                           on Buyer's behalf) will, at Seller's request, conduct
                           diagnostic tests (which may include tests to
                           determine the efficiency of the groups of blading in
                           each turbine element) to determine the cause(s) of
                           the failure and the expedient remedial action. With
                           respect to such diagnostic tests, Seller will at its
                           expense (i) provide test instrumentation for the
                           period of the tests, (ii) provide engineering
                           direction and labor for installation of the test
                           instrumentation and for conducting the tests, and
                           (iii) analyze the test data from such tests. With
                           respect to such diagnostic tests, Buyer (or the EPC
                           Contractor on Buyer's behalf) will at its expense (i)
                           provide fuel for the tests, (ii) provide sufficient
                           load during the tests, (iii) operate the Units during
                           the tests, and (iv) read and record the test data.
                           Seller shall, at its


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                           expense, using all reasonable efforts, attempt to
                           remedy the failure by repair, adjustment or
                           replacement of the Equipment as Seller deems
                           necessary to correct such failure.

                  (iii)    RETESTING. If Seller has completed its attempt to
                           remedy the failure of the Equipment to satisfy the
                           Liquidated Damage Performance Guarantees, the
                           Performance Guarantees, the Demonstration Test
                           Requirements, or the Availability Test Requirements,
                           the Parties shall as soon as practicable after the
                           date of re-synchronization following completion of
                           Seller's remedy, reperform Acceptance Testing.
                           Reperformance of Acceptance Testing shall occur as
                           soon as reasonably possible following notice from
                           Seller during the Retest Period that a Unit is again
                           ready for Acceptance Testing. With respect to such
                           Acceptance Testing, Seller will (i) provide test
                           instrumentation for the period of the tests, (ii)
                           provide technical guidance and assistance during the
                           tests, and (iii) calculate the tests results.
                           Following any failure of the Equipment to satisfy any
                           of the Liquidated Damage Performance Guarantees, the
                           Performance Guarantees, the Demonstration Test
                           Requirements, or the Availability Test Requirements,
                           Seller shall continue to use all reasonable efforts
                           to satisfy the Liquidated Damage Performance
                           Guarantees, the Performance Guarantees, the
                           Demonstration Test Requirements, and the Availability
                           Test Requirements in accordance with the preceding
                           procedures of this Section 17.2(c), provided that
                           upon satisfying all of the Performance Guarantees
                           (other than the Emissions Test, if delayed),
                           the Demonstration Test Requirements (other than the
                           Combustion Turbine Evaporative Cooler portion, if
                           delayed), and the Availability Test Requirements and
                           achieving all of the Interim Performance
                           Requirements, Seller may elect to proceed in
                           accordance with Section 17.2(d). Notwithstanding any
                           provision in this Contract to the contrary, Buyer
                           reserves the right to require Seller to reconduct any
                           Acceptance Testing which Buyer reasonably
                           deems necessary after any changes, adjustments or
                           modifications are made to the Equipment by Seller, in
                           order to confirm or establish the final test results.
                           Subject to the right of Seller to elect pursuant to
                           Section 17.2(d), and Buyer's right to terminate this
                           Contract pursuant to Section 17.2(f), Seller shall be
                           required to continue diagnostic testing, remedy and
                           retesting of the Units until all of the Performance
                           Guarantees, the Demonstration Test Requirements, the
                           Availability Test Requirements, and the Performance
                           Minimums have been satisfied.

         (d)      SELLER'S ELECTION TO REDUCE LIQUIDATED DAMAGES FOR COMMERCIAL
                  OPERATION. In the event that after completion of Acceptance
                  Testing, a Unit has (i) achieved the Interim Performance
                  Requirements, (ii) satisfied the exhaust emission requirements
                  as measured by CEMS in accordance with the requirements of
                  Appendix C (compliance testing not required prior to this
                  date), (iii) satisfied the Demonstration Test Requirements
                  (excluding an Evaporation Cooler Test), and

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                  (iv) successfully completed an ten (10) hour availability test
                  requirement, as described in Section 7.0 of Appendix C, but
                  has failed to satisfy all of the Liquidated Damage Performance
                  Guarantees, Seller may elect to stop the accrual of liquidated
                  damages under Section 17.1(b) by delivering written notice to
                  Buyer under this Section 17.2(d) of such election, which
                  notice shall include a statement that the Unit has achieved
                  the Interim Performance Requirements based upon the results
                  of the most recent Performance Tests and setting forth the
                  values for Net Equipment Heat Rate and Net Equipment
                  Electrical Output achieved by such Unit. For purposes of a
                  Unit satisfying the Interim Performance Requirements for Net
                  Equipment Heat Rate and Net Equipment Electrical Output in
                  order to stop the accrual of liquidated damages under Section
                  17.1(b), such Unit will be tested individually and must
                  satisfy each of the Net Equipment Heat Rate Interim
                  Performance Requirement and the Net Equipment Electrical
                  Output Interim Performance Requirement individually, and Buyer
                  shall calculate the performance liquidated damages which would
                  otherwise be due with respect to such Unit based upon such
                  values for Net Equipment Heat Rate and Net Equipment
                  Electrical Output ("Potential Liquidated Damages"), but such
                  liquidated damages shall not be deemed to have accrued as a
                  result of such election. Notwithstanding the immediately
                  preceding sentence, for purposes of finally calculating
                  liquidated damages under this Contract, Net Equipment Heat
                  Rate will be determined as an average of all Units and Net
                  Equipment Electrical Output will be determined as an aggregate
                  of all Units. After making an election under this Section
                  17.2(d), Seller shall use all reasonable efforts to cause such
                  Unit to satisfy all of the Liquidated Damage Performance
                  Guarantees making such changes and adjustments to the Unit as
                  Seller deems necessary and diligently retesting until all of
                  the Liquidated Damage Performance Guarantees for such Unit
                  have been satisfied or until one hundred eighty (180) days
                  have expired from the date of the notification, whichever
                  occurs first ("Retest Period"). As a condition to proceeding
                  under this Section 17.2(d), Seller agrees that Seller's remedy
                  and testing will not unreasonably interfere with the normal
                  and continuous operation of the Unit during the Retest Period
                  and that the cost of all changes, adjustments and retesting,
                  excluding fuel and operating expenses, shall be at Seller's
                  expense. If the Retest Period has elapsed and the Unit has
                  failed to satisfy all of the Liquidated Damage Performance
                  Guarantees, Buyer may terminate Seller's remedy and retesting
                  activities or require Seller to continue remedy and testing
                  activities for an additional period of up to one hundred
                  twenty (120) days under the same provisions and procedures
                  which governed the Retest Period. If Buyer terminates Seller's
                  remedy and retesting activities, liquidated damages relating
                  to the Liquidated Damage Performance Guarantees shall be
                  finally determined in accordance with Section 17.2(f). If
                  Buyer extends the time for remedy and retesting, Seller shall
                  make changes and adjustments to the Unit as Seller deems
                  necessary to satisfy the Liquidated Damage Performance
                  Guarantees and shall use all reasonable efforts and shall
                  diligently remedy and retest until all of the Liquidated
                  Damage Performance Guarantees are satisfied or until such
                  extension has expired, whichever comes first ("Extended Retest
                  Period"). The cost of any

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                  such changes, adjustments and retesting, excluding fuel and
                  operating expenses, shall be at Seller's expense. If at the
                  end of such Extended Retest Period, the Equipment has failed
                  to satisfy all of the Liquidated Damage Performance
                  Guarantees, Buyer shall terminate retesting and liquidated
                  damages relating to the Liquidated Damage Performance
                  Guarantees shall be finally determined in accordance with
                  Section 17.2(f). If during the Retest Period or the Extended
                  Retest Period, Buyer operates a Unit more than a total of two
                  hundred fifty (250) hours to satisfy the requirements of the
                  Power Purchase Agreement, the Liquidated Damage Performance
                  Guarantee values will be adjusted in accordance with a
                  degradation schedule provided in the Acceptance Test
                  procedures pursuant to Appendix C of this Contract.

           (e)    MODIFIED LIQUIDATED DAMAGES. During any Retest Period and
                  Extended Retest Period pursuant to Section 17.2(d),
                  Buyer and Seller shall, in good faith, coordinate
                  the availability of Unit(s) for diagnostic testing,
                  remedy or retesting, so as to permit Seller to
                  perform such diagnostic testing, remedy or retesting
                  at times when Buyer would not otherwise operate such
                  Units under the Power Purchase Agreement. Seller
                  shall be required to pay modified liquidated damages
                  only if diagnostic testing, remedy or retesting
                  during the Retest Period and any Extend Retest
                  Period causes a Unit to be unavailable to Buyer for
                  generation of power under the Power Purchase
                  Agreement for periods in excess of the periods
                  described in the immediately preceding sentence.
                  Liquidated damages, if applicable, shall be
                  calculated on a daily basis with respect to each day
                  or part thereof that such Unit was unavailable to
                  Buyer because of diagnostic testing, remedy or
                  retesting, during the entire period, using the
                  following formula (this value shall not be less than
                  zero):

                     $/Day x (Hours Not Available/24)

                  The $/Day in the above formula is the full daily
                  amount of liquidated damages as stipulated in
                  Section 17.1(b) and considering the number of days,
                  if any, previously used in such schedule. Hours Not
                  Available are the actual hours during which Buyer
                  was prevented from earning revenue from such Unit
                  during such Day becuase of Seller's activities.

           (f)    FAILURE OF PERFORMANCE TESTS. If Seller has achieved the
                  Performance Minimums but failed to satisfy all of the
                  Liquidated Damage Performance Guarantees with respect to a
                  Unit, Unit Performance Liquidated Damages shall be
                  calculated by Buyer in accordance with Section 17.2(b) based
                  upon the test results from the most recent Performance
                  Tests, provided that if Seller has not elected to proceed in
                  accordance with Section 17.2(d), Seller shall use reasonable
                  commercial efforts to satisfy the Liquidated Damage
                  Performance Guarantees for a period of at least thirty (30)
                  days. Unit Performance Liquidated Damages for each Unit
                  (based upon the most recent performance tests) for failure
                  to satisfy any Liquidated Damage Performance Guarantees, if
                  not previously satisfied, shall

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                  accrue under this Contract on the earlier of (i) such time
                  as Seller, having satisfied the Performance Minimums and
                  having used reasonable commercial efforts to satisfy the
                  Liquidated Damage Performance Guarantees for a period of at
                  least thirty (30) days, has notified Buyer that it accepts
                  the results of the most recent Performance Test for such
                  Unit as the Final Test Values, (ii) if written notice is
                  delivered to Buyer pursuant to Section 17.2(d), at the end
                  of any period for remedy and testing of a Unit allowed
                  pursuant to Section 17.2(d), or (iii) ninety (90) days
                  having passed since the beginning of initial Acceptance
                  Testing for a Unit and Seller, having satisfied the Interim
                  Performance Requirements but failed to achieve the
                  Liquidated Damage Performance Guarantees for such Unit, has
                  not elected to proceed pursuant to Section 17.2(d). In the
                  event that Seller, having been permitted the opportunity to
                  exercise all reasonable efforts to achieve the Performance
                  Minimums and satisfy the Performance Guarantees, the
                  Demonstration Test Requirements, and the Availability Test
                  Requirements for a Unit for a period not to exceed one
                  hundred sixty (160) days after the beginning of initial
                  Acceptance Testing, is unable to achieve all of the
                  Performance Minimums and to satisfy each Performance
                  Guarantee, each Demonstration Test Requirement, and each
                  Availability Test Requirement for a Unit, Buyer may declare
                  that there has been a material breach and substantial
                  nonperformance of this Contract with respect to such Unit
                  and Buyer may thereafter pursue any and all remedies
                  available to Buyer, at law or in equity (including
                  termination of this Contract with respect to such Unit
                  without payment of any Cancellation Charge and the filing of
                  an action for damages, in addition to any previously accrued
                  Unit Performance Liquidated Damages, caused by such material
                  breach and substantial nonperformance), subject only to the
                  limitation of liability set forth in Section 13.1 and the
                  exclusion of damages set forth in Section 13.2, provided
                  that Section 13.2 shall not restrict Buyer from the recovery
                  of damages for any additional direct costs arising from the
                  completion of the performance required under this Contract,
                  whether by another party or by Buyer. In any event, Seller
                  shall be deemed to have satisfied its obligations under this
                  Section 17.2 with respect to any Unit upon such Unit
                  satisfying or achieving the Liquidated Damage Performance
                  Guarantees, the Performance Guarantees, the Demonstration
                  Test Requirements, and the Availability Test Requirements
                  for such Unit. At such time as all of the Units have
                  accomplished one of the following:

                  (i)      achieved Substantial Completion, or

                  (ii)     completed testing and retesting under a Section
                           17.2(d) election, or

                  (iii)    satisfied the Performance Minimums and all other
                           requirements of Acceptance Testing but Seller, in the
                           absence of a 17.2(d) election, having tried for at
                           least thirty (30) days after completion of initial
                           Acceptance Testing to achieve the Liquidated Damage
                           Performance Guarantees and having not achieved the
                           Liquidated Damage Performance Guarantees has elected
                           to accept Unit Performance Liquidated Damages at the
                           current

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                           performance level,

                  final liquidated damages shall be finally determined for all
                  of the Units based upon Net Equipment Heat Rate determined as
                  an average of all Units and Net Equipment Electrical Output
                  determined as an aggregate of all Units and final liquidated
                  damages shall be adjusted on an equitable basis and paid in
                  accordance with Section 17.6. Unit Performance Liquidated
                  Damages for each Unit shall be calculated based upon
                  performance tests performed on each Unit as a condition to
                  achieving Substantial Completion of such Unit and the results
                  of such tests shall be used for all aggregate calculations of
                  final liquidated damages (without any requirement to repeat
                  such performance tests), except that Unit Performance
                  Liquidated Damages for Units #2 and #3 shall be initially
                  calculated without the Deferred Tests for such Units and Unit
                  Liquidated Damages for Units #2 and #3 shall be recalculated
                  as such time as the Deferred Tests are completed for such
                  Units.

         (g)      LIMITATION. Seller's total aggregate liability for liquidated
                  damages under this Section 17.2, excluding any payments made
                  pursuant to Section 17.2(e), shall not exceed thirty percent
                  (30%) of the Total Contract Price.

17.3     DOCUMENTATION LIQUIDATED DAMAGES. In the event that the Project
         specific documentation, in reasonable form and substance for the power
         industry, identified by the initials L.D. in the left margin next to
         the documents listed in Appendix G is not provided by the applicable
         dates set forth in Appendix G due to causes not excused by the
         provisions of this Contract, Seller shall pay to Buyer daily liquidated
         damages in the amount of [*] per day for each late document until such
         documentation is provided; not to exceed in the aggregate an amount of
         [*] per day, regardless of the number of late documents. Seller's
         liability for liquidated damages pursuant to this Section 17.3 shall
         not exceed [*]. Daily liquidated damages shall accrue under this
         Section 17.3 beginning upon the applicable dates set forth in Appendix
         G.

17.4     LIMITATION OF LIQUIDATED DAMAGES. Seller's total aggregate
         liability for liquidated damages under this Contract shall not exceed
         thirty five percent (35%) of the Total Contract Price.

17.5     EXCLUSIVE REMEDY. If the Units achieve all of the Performance Minimums,
         Seller's liability for liquidated damages with respect to such Units
         shall be the exclusive remedy of Buyer and the sole liability of Seller
         for an unexcused failure of the Seller to comply with the Liquidated
         Damage Performance Guarantees and the requirements of this Contract in
         Section 17.3 with respect to such Units which result in liquidated
         damages, whether based in contract, in tort (including negligence and
         strict liability), or otherwise. In the event liquidated damages for
         failure to meet all of the Liquidated Damage Performance Guarantees or
         the requirements of Section 17.3 with respect to the Units are paid by
         Seller or by refund in accordance with Section 17.6, Seller's
         Liquidated Damage

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                                  CONFIDENTIAL


         Performance Guarantees or the requirements of Section 17.3, as
         applicable, shall be deemed met at the level of performance actually
         achieved by such Units and Seller's obligations with respect to such
         Liquidated Damage Performance Guarantees and Section 17.3 shall
         terminate with respect to such Units. Payment of liquidated damages
         shall not relieve Seller of its obligations to repair or replace as
         provided in Section 10.4 and Seller's obligations arising under
         Section 13.3 except, after testing by Seller is completed, with
         respect to those specific defects or deficiencies in a Unit for which
         such liquidated damages have been paid.

17.6     APPLICATION OF TOTAL CONTRACT PRICE REDUCTIONS  As any liquidated
         damages accrue pursuant to Article 17, Buyer may invoice Seller for the
         amount of such liquidated damages and Seller shall pay to Buyer the
         amount invoiced within thirty (30) days of the date invoiced by Buyer,
         provided that Buyer, upon written notice to Seller of the amount of
         liquidated damages which have accrued, may withhold or cause to be
         withheld, such amount of liquidated damages from any payments remaining
         due to Seller under this Contract. If the aggregate Unit Performance
         Liquidated Damages paid by Seller exceeds the final liquidated damages
         determined as set forth in Section 17.2(f), Buyer shall pay to Seller
         such excess amount within thirty (30) days of the final determination.
         Any amount of liquidated damages which is not paid when due shall
         accrue interest at an annual rate of interest equal to the prime rate
         of The Chase Manhattan Bank, in effect on the due date plus one percent
         (1%). The term Total Contract Price, for the purposes of determining
         all limitations on liquidated damages or liability as provided in this
         Contract, shall mean the sum of [*] unless the Total Contract Price is
         modified pursuant to Section 3.5 or Article 9. The amount set forth in
         the preceding sentence shall not be changed by reason of any liquidated
         damages which may be withheld from payments due to Seller pursuant to
         this Article 17.

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                         ARTICLE 18. PROJECT MANAGEMENT

18.1     PROJECT COORDINATORS. Seller and Buyer each agree to appoint a
         qualified staff member or members, at no additional charge, to function
         as overall Project Coordinator(s). The Seller and Buyer Project
         Coordinators will act as the principal points of interface between the
         Parties.

18.2     CONTINUITY OF SELLER'S EMPLOYEES. Seller agrees to use its reasonable
         efforts to insure the continuity of all Seller employees assigned to
         perform services hereunder. All persons furnished by Seller to perform
         services at Buyer's premises shall be deemed solely Seller's employees
         or agents and Seller shall have sole responsibility for them. Seller
         shall use its best efforts to notify Buyer at least fourteen (14) days
         prior to the reassignment of any such personnel. In the event Seller
         reassigns any such personnel, Seller will use its best efforts to
         provide a qualified replacement as soon as reasonably possible. In the
         event that any Seller employee performing services contemplated by this
         Contract is found to be unacceptable to Buyer, based upon Buyer's
         reasonable judgment, Buyer shall notify Seller and Seller shall
         immediately take appropriate corrective action to remove the
         objectionable employee and to provide a qualified replacement.

18.3     STATUS REPORTS. Seller shall submit to Buyer's Project Coordinator(s),
         commencing four (4) weeks after the date of the Design Finalization
         Meeting with respect to the combustion turbine Units, and thereafter
         every four (4) weeks during the term of the work effort contemplated by
         this Contract, written status reports fully describing the activities
         and accomplishments of Seller during the preceding four (4) week
         period, in order to timely report Seller's continuous progress so that
         timely corrective action can be taken as necessary. The status reports
         will include, but not be limited to, the following: (a) current status
         of Seller's activities, together with an explanatory narrative where
         appropriate; (b) indication of the progress on the work being performed
         by Seller; and (c) identification of actual and anticipated problem
         areas, their impact on the work effort of Seller and on the delivery
         schedule, and present action being taken (or suggested alternative
         action to be taken) in order to reduce the impact of such problems. If
         Buyer requests, Seller shall hold status meetings with Buyer management
         in order to review the status of Seller's activities. Such meetings
         will be conducted at such locations as are mutually agreed to by Buyer
         and Seller. Any participation by Buyer or it's permitted assignee for a
         certain Project, or an affiliate of Buyer, in the Vendor Coordination
         Meeting is for the purpose of being advised of scheduling dates and
         such entities shall have no responsibility with respect to the
         coordination of Seller's work and any participation by Buyer or it's
         permitted assignee, or an affiliate of Buyer in the Design Finalization
         Meeting is for the purpose of generally advising Buyer concerning
         design matters and such entities shall have no responsibility for the
         adequacy of Seller's design and/or engineering.

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                         ARTICLE 19. TECHNICAL SERVICES

         19.1 TECHNICAL SERVICES. Seller shall provide technical services to
         Buyer, at no additional cost, in accordance with Appendix I for up to
         six hundred (600) man-weeks for the combustion turbine Units (based on
         a total purchase of six (6) Units). Any technical services provided by
         Seller as a result of any defects in the Equipment or Services provided
         by Seller shall not be charged against such allowance. A man-week shall
         mean forty (40) hours of technical services, provided that there shall
         be no use of equivalent hours for overtime or coverage during double
         shifts, it being the obligation of Seller to provide a sufficient
         number of technicians to satisfy the construction schedule and avoid
         overtime charges. In the event that Buyer uses more than the total
         number of six hundred (600) man-weeks of technical services, the Total
         Contract Price shall be increased to reflect such actual usage based
         upon a rate of $8,000 per man-week. In the event that Buyer uses less
         than six hundred (600) man-weeks of technical services, the Total
         Contract Price shall be decreased by an amount equal to $8,000 for each
         man-week less than five hundred five man-weeks. The provision of such
         services shall be scheduled to correspond to the construction schedule
         for the Project.

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                     ARTICLE 20. TRAINING AND DOCUMENTATION

20.1     DOCUMENTATION. Seller agrees to provide, at no charge to Buyer, copies
         of all documentation for the Equipment (the "Documentation") described
         in Appendix G by no later than the applicable dates set forth in
         Appendix G and such other written materials, including manuals, which
         are to be provided to Buyer by Seller in accordance with any other
         Sections of this Contract and the Appendices. Such Documentation shall
         be in accordance with Seller's standard format and include, but not be
         limited to, the following: user, operator/attendant and supervisory
         reference manuals and guides, operational and technical bulletins,
         Equipment schematics, parts listings, and other documentation and
         operating instructions sufficient to enable Buyer to use, operate, and
         maintain the Equipment.

20.2     REPRODUCTION OF DOCUMENTATION. Buyer may copy the Documentation
         provided hereunder in order to satisfy its own internal requirements
         subject to the confidentiality requirements of Article 11. If Buyer
         requests Seller to furnish additional copies of any such Documentation,
         Seller shall furnish the same at its standard published prices.

20.3     TRAINING. Seller shall provide a familiarization training program in
         the use, operation, technical, and maintenance aspects of the Equipment
         sufficient for personnel of Buyer or it's permitted assignee, or an
         affiliate of Buyer, to use, operate, and maintain the Equipment. The
         extent and timing of such familiarization training is described in
         Appendix E.

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                              ARTICLE 21. INSURANCE

21.1     INSURANCE REQUIREMENTS. Seller shall procure and at all times prior to
         completion of the obligations of Seller under this Contract shall
         maintain with insurers reasonably acceptable to Buyer, the following
         insurance protecting Seller against liability from damages because of
         injuries, including death, suffered by persons, including employees of
         Seller, and from damages to property arising from or resulting out of
         Seller's negligence in performance, including its subcontractors and
         suppliers, of Services. Buyer, Buyer's lender and their consultants
         shall be included as an additional insured under the policies listed in
         subsections (b) and (c) below, and the insurer shall waive all rights
         of subrogation against Buyer, Buyer's lender and their consultants.

         (a)   Workers' Compensation Insurance in accordance with statutory
               requirements and Employer's Liability Insurance with limits of
               not less than $1,000,000 each accident.

         (b)   Commercial General Liability Insurance with bodily injury and
               property damage limits of not less than $1,000,000 combined
               single limit each occurrence/aggregate.

         (c)   Automobile Liability Insurance with bodily injury and property
               damage limits of not less than $1,000,000 combined single limit
               each accident.

21.2     ADDITIONAL REQUIREMENTS. All insurance required to be maintained by
         Seller shall be primary to any insurance carried by Buyer that might
         apply on the same basis. Prior to the performance of any Services,
         Seller shall furnish Buyer with a certificate of insurance evidencing
         the coverages set forth in Section 21.1. The certificate shall indicate
         that such insurance shall not be canceled or materially changed without
         at least thirty (30) days written notice to Buyer. Nothing contained in
         this Article 21 shall be construed as a limitation of the liability of
         Seller for damage or injury, including death, which arises out of
         Seller's obligations under this Contract.

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                           ARTICLE 22. GENERAL CLAUSES

22.1     ASSIGNMENT.

         (A)   ASSIGNMENT TO PROJECT DEVELOPER OR OWNER. Buyer may assign any or
               all of its rights or obligations under this Contract to an
               affiliate of Buyer, 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, provided,
               however, Buyer shall not be released from those obligations, if
               any, which Buyer elects to reserve from such assignment.
               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, or any rights reserved by Buyer after assignment,
               including any licenses granted hereunder pursuant to Section 6.4,
               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.


         (b)   ASSIGNMENT TO CONTRACTOR. In addition to the rights of assignment
               under Section 22.1(a), Buyer or Buyer's assignee under Section
               22.1(a) may assign this Contract to a third party contractor that
               has entered into an agreement with Buyer or such assignee for the
               construction of the Project ("Contractor Assignee"), provided
               such Contractor Assignee has adequate resources (as determined by
               Seller in the exercise of its reasonable judgment) to fulfill
               those duties or rights of Buyer or Buyer's assignee under Section
               22.1(a) which are assigned and provided such Contractor Assignee
               agrees to be bound by all of the protections and limitations
               afforded Seller under this Contract and any defaults of Buyer or
               Buyer's assignee under Section 22.1(a) existing at such time are
               cured. Those rights which are reserved to Buyer or Buyer's
               assignee under Section 22.1(a) pursuant to the terms of this
               Contract and Appendix M are not assigned to such Contractor
               Assignee. Upon the delivery of an assumption agreement (in a form
               reasonably satisfactory to Seller) executed by such Contractor
               Assignee to Seller, Buyer or Buyer's Assignee under Section
               22.1(a), as the case may be, shall be released from any and all
               obligations and liabilities therefor under this Contract which
               are assumed by the Contractor Assignee, provided, however, Buyer
               or Buyer's assignee under Section 22.1(a) is not released from
               those obligations which are identified in this

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               Contract and in Appendix M as obligations retained by Buyer. In
               the event of the delay or cancellation of the Project after this
               Contract is assigned to a Contractor Assignee, Seller consents to
               the reassignment of this Contract to Buyer, or an affiliate of
               Buyer to which this Contract was previously assigned in
               accordance with Section 22.1(a), by such Contractor Assignee.

22.2     THIRD PARTY BENEFICIARIES. The provisions of this Contract are for the
         benefit of the Parties hereto and are not for any other third party,
         except as provided in Article 15 and Section 22.1.

22.3     ENTIRE AGREEMENT. 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 such Party's authorized representative. Any oral or written
         representation or warranty not contained or referenced 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 this Contract or the attachments hereto. A failure or
         delay of either Party to this Contract to enforce any of the provisions
         hereof, or to exercise any option which is herein provided, or to
         require at any time performance of any of the provisions hereof shall
         in no way be construed to be a waiver of such provision. This Contract
         supercedes all provisions of the Memorandum of Global Agreement, dated
         July 2, 1999, entered into between Buyer and Seller, which relate to
         the six (6) PG7241FA gas turbine-generator units for the Georgia
         Project.

22.4     SEVERABILITY. In the event any one or more provisions of this Contract
         shall for any reason be held to be invalid, illegal or unenforceable,
         the remaining provisions of this Contract shall be unimpaired, and the
         invalid, illegal or unenforceable provision shall be replaced by a
         mutually acceptable provision, which, being valid, legal and
         enforceable, reflects the intention of the Parties regarding the
         invalid, illegal or unenforceable provision.

22.5     INDEPENDENT CONTRACTOR. In performing services pursuant to this
         Contract, Seller is acting as an independent contractor and except as
         specified in this Contract, neither Party has any authority to bind or
         otherwise obligate the other Party in any manner whatsoever. Buyer
         shall not be responsible for payment of workers' compensation,
         disability or other similar benefits, unemployment or other similar
         insurance, or for the withholding of income taxes or other taxes and
         social security for any Seller employees, and such responsibility shall
         be that of Seller.

22.6     GOVERNING LAW. The validity, performance and all matters relating to
         the interpretation and effect of this Contract and any amendment
         thereto shall be governed by the laws of the State of New York,
         excluding their conflict of laws provisions.

22.7     NOTICE. All notices or other communications shall be in writing and
         shall be sufficient if delivered personally, dispatched by overnight
         courier service, mailed by registered or

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         certified mail, return receipt requested, proper postage prepaid, or
         sent by facsimile machine to the following addresses:

<TABLE>
<S>                       <C>
         If to Buyer:      Tenaska Georgia I, L.P.
                           1044 North 115th Street
                           Omaha, Nebraska 68154
                           Attention: Michael C. Lebens
                           Facsimile Number: (402) 691-9530

         If to Seller:     Dave Stender
                           Project Manager
                           Global Power Plant Systems Department
                           General Electric International, Inc.
                           1 River Road, Bldg. 2-309, Schenectady, NY 12345
                           Facsimile Number: (518) 385-7326
</TABLE>

         or such other address or addresses as either Party may from time to
         time designate to the other by written notice. Any such notice or other
         official communication shall be deemed to have been delivered as of the
         date it is personally delivered, when received if placed in the mails
         in the manner specified or sent by overnight courier or when sent if by
         facsimile.

22.8     CONSTRUCTION. The headings and captions in this Contract are inserted
         for convenient reference only and shall not limit or construe the
         articles, paragraphs or sections to which they apply. 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." Notwithstanding the fact
         that this Contract has been prepared by one of the Parties, all of the
         Parties confirm that they and their respective counsel have reviewed,
         negotiated and adopted this Contract as the joint agreement and
         understanding of the Parties. Accordingly, this Contract is to be
         construed as a whole and any presumption that ambiguities are to be
         resolved against the primary drafting Party shall not apply. In the
         event any conflict exists between provisions of this Contract and the
         provisions of any Appendix or attachment to this Contract, the
         provisions of the Contract, excluding the Appendices and any
         attachments hereto, shall control.

22.9     NUCLEAR WAIVER. The Equipment sold hereunder is not intended for
         application (and shall not be used) in connection with the use or
         handling of nuclear material or the construction or operation of a
         nuclear installation. Buyer warrants that it shall not use such
         Equipment for such purposes, or permit others to use such Equipment for
         such purposes unless such use is agreed to in writing by Seller. If, in
         breach of the foregoing, any such use occurs, Seller disclaims all
         liability for any nuclear or other damage, injury, or contamination,
         and Buyer shall indemnify Seller against any such liability, whether

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         arising as a result of breach of contract, warranty, tort (including
         negligence), strict liability, indemnity, or otherwise.

22.10    DISPUTE RESOLUTION. The Parties agree to use good faith attempts to
         resolve any disputes which may arise between the Parties regarding the
         application or interpretation of any provision of this Contract. In
         case of a dispute, the aggrieved Party shall promptly notify the other
         Party of the existence of a dispute subject to resolution pursuant to
         Section 22.10 of the Contract and shall describe the nature of the
         dispute in reasonable detail ("Dispute Notice"). If the Parties shall
         have failed to resolve the dispute within ten (10) days after delivery
         of the Dispute Notice, each Party shall nominate a senior member of its
         management to attempt to resolve the dispute. Should the Parties still
         be unable to resolve the dispute to their mutual satisfaction within
         thirty (30) days after delivery of the Dispute Notice, each Party shall
         have the right to pursue any and all remedies available at law or in
         equity. Pending final resolution of any dispute, the Parties shall
         continue to fulfill their respective obligations hereunder.

22.11    DISCLOSURE OF INFORMATION. Seller covenants to Buyer that as of the
         date of this Contract, all technical information letters issued by
         Seller relative to maintenance or reliability issues with the Equipment
         have been provided to Buyer and Seller has disclosed to Buyer all
         material maintenance and reliability issues with the Equipment which
         Seller has learned through user groups or directly from users and which
         have not yet been addressed by Seller by the release of technical
         information letters. From the date of this Contract until Substantial
         Completion, Seller shall promptly disclose to Buyer (a) technical
         information letters issued by Seller relative to maintenance or
         reliability issues with the Equipment and (b) shall use it best efforts
         to promptly disclose all material maintenance and reliability issues
         with the Equipment which Seller learns through user groups or directly
         from users and which have not yet been addressed by Seller by the
         release of technical information letters. In the event that Buyer
         notifies Seller that Seller has failed to provide Buyer with the
         information required by this Section, Seller shall within ten (10) days
         of receipt of such notice provide Buyer with copies of the relevant
         technical information letters previously issued by Seller or summaries
         of maintenance and reliability issues identified and shall schedule a
         conference call and/or meeting between representatives of Buyer and
         Seller to review the technical findings and recommendations cited in
         such technical information, letters and summaries.

                                       56
<PAGE>

                                  CONFIDENTIAL


         IN WITNESS WHEREOF, the Parties have executed this Contract by their
duly authorized representatives as of the date first above written.

                                             GENERAL ELECTRIC COMPANY

                                             By: /S/
                                                 -------------------------------
                                                 Title: GM-Commercial Operations


                                             TENASKA  GEORGIA I, L.P.,
                                             a Delaware limited partnership

                                             By: TENASKA GEORGIA, INC.
                                             Managing General Partner

                                             By: /S/
                                                 -------------------------------
                                                 Title: Vice President


                                       57
<PAGE>

                                  CONFIDENTIAL

                               INDEX TO APPENDICES

<TABLE>
<S>                                        <C>
Appendix A                                  Description of Equipment

Appendix B                                  Payment\Cancellation Charge Schedule with Engineering Release Notice

Appendix C                                  Guaranteed Performance Criteria  and Test Provisions

Appendix D                                  Options

Appendix E                                  Training

Appendix F                                  Not Used

Appendix G                                  Documentation

Appendix H                                  EPC Project Schedule

Appendix I                                  Technical Direction of Installation and
                                            Commissioning Assistance

Appendix J                                  Not Used

Appendix K                                  Site Legal Description

Appendix L                                  Customer Witness Plan

Appendix M                                  Rights and Obligations retained by Buyer
</TABLE>


                                       58

<PAGE>


                                    CONFIDENTIAL


TurbineContract


















                                       59
<PAGE>


                                                              GE POWER SYSTEMS

                        1. GENERAL EQUIPMENT DESCRIPTION

--------------------------------------------------------------------------------

1.1      EQUIPMENT PROPOSAL OVERVIEW

1.1.1    DESIGN CONDITIONS

<TABLE>
<S>                                                        <C>
         Nominal Net Equipment Rating                        (Refer to the Performance
                                                             Specifications for Equipment Performance
                                                             Requirements
         Site Conditions
               Site Ambient Temp./Relative Humidity          94oF/39.4%RH
               (Guarantee Conditions)
               Site Pressure                                 14.289psia
               Elevation                                     785 feet
               Location                                      Inland
               Seismic Criteria                              1997 UBC, Zone 2A
               Wind Design                                   1997 UBC; Exposure C,
                                                             Importance Factor = 1.00
                                                             Basic Wind Speed = 100 mph
         Fuel
               Primary                                       Natural Gas
               Backup                                        Distillate Fuel Oil
               Gas Fuel Preheating                           Not Included.
               Liquid Fuel Preheating                        Not Included
               Treatment                                     Not Included
               Gas Fuel Booster Compressor                   Not Included. Minimum required gas
                                                             pressure is 415 psig at customer
                                                             connection to gas feed module. Maximum
                                                             operating pressure is 475 psig.

<PAGE>

1.1.2    EQUIPMENT/SYSTEM DEFINITION

         Gas Turbine                                        Six (6)  PG7241FA Units
              Exhaust System                                No stack included
              Starting Means                                Shared static (1 for 2 units)
              Air Filtration                                Two-Stage High Efficiency
              Inlet Air Cooling                             Evap Coolers (Effectiveness 85%)
              Compressor/Turbine Cleaning                   Off-Line / On-Line
                                                            Compressor Water Wash Only
              Combustion System                             DLN 2.6
              Emissions Control
                  Natural Gas                               Dry Low NOx: 15 ppm
                  Distillate  Oil                           Water Injection:42 ppm

         Generators                                         Six (6) Gas Turbine Units
              Gas Turbine Generators
                  Model                                     Six (6) 7FH2 Packaged Generators
              Cooling                                       Hydrogen
              Terminal Voltage                              7F H2 = 18.0 kV
              Frequency                                     60 Hz
              Power Factor (pf)
                  Gas Turbine                               0.85 Lagging/0.95 Leading
         Generator Excitation                               EX2000 - Static Bus Fed
         Generator Seal Oil System                          Scavenging Design

<PAGE>

         Enclosures/Location
              Gas Turbine-Generator                         Outdoor
         Cooling Systems
              Gas Turbine/Generator/Auxiliaries             Closed H2O to Air
         Control Systems
              Gas Turbine-Generators                        SPEEDTRONIC-TM- Mark V / Local Control
                                                            Packages
              Continuous Emissions Monitoring (CEMs)        Not Included
         Black Start Capability                             Not Included
         High Voltage Switchyard                            Not Included
         Transmission System                                Not Included
         Generator Breaker                                  Not Included
         Auxiliary Boiler                                   Not Included
         Freeze Protection                                  Not Included
</TABLE>


         TURBINECONTRACTAPPENDIXA-1
--------
-TM- A TRADEMARK OF GENERAL ELECTRIC COMPANY

<PAGE>

                                                              GE POWER SYSTEMS

                            2. GAS TURBINE-GENERATOR

--------------------------------------------------------------------------------

2.1      GAS TURBINE MAJOR EQUIPMENT AND SERVICES LIST

                    Six (6) General Electric Frame PG7241 (FA) heavy-duty,
                    single-shaft combustion turbine-generator units, each
                    comprising an air compressor, dual fuel combustion system,
                    power turbine, and a 60 Hz, 18.0 kV generator, all enclosed
                    in environmentally acceptable enclosures will be provided.
                    The Combustion Turbines will meet the performance emissions
                    and noise requirements as described in Appendix C.

                    This presents a listing of the gas turbine major equipment
                    and services which GE proposes to provide. The list is only
                    a quick reference to the scope of supply. Please refer to
                    the Table of Contents to locate more detailed descriptions
                    of the items listed here.

          2.1.1     MAJOR EQUIPMENT

                    Six (6) base-mounted PG7241(FA) 60 Hz gas turbines
                    including:

          2.1.1.1   COMBUSTION SYSTEMS

                    -    Dry low NOx combustion system

                         --   With inlet heating

                    -    Water injection for NOx control to 42 ppmvd @ 15% O2
                         when burning oil fuel

                         --   On base equipment

                              -   Supply manifold and piping

                              -   Spray nozzles

                              - Controls

                         --   Off base skid with water forwarding pump,
                              enclosure, space heater

                    -    Compressor inlet humidity sensor

                    -    Compressor inlet temperature thermocouple

<PAGE>

          2.1.1.2   SPECIAL SYSTEMS

                    -    Modulating IGV with position feedback control

                    -    Exhaust frame blowers on turbine compartment roof

          2.1.2     INLET SYSTEM

                    -    Inlet system arrangement

                         --   Up and forward inlet system arrangement

                    -    Inlet filtration

                         --   Two-stage standard pad-type media filter

                         --   Moisture resistant filter media (high humidity
                              environments)

                         --   Weather protection on inlet filter compartment

                         --   Inlet system differential pressure indicator

                         --   Inlet system differential pressure alarm

                         --   Inlet filter compartment support steel (Seismic
                              Zone 2A, -GREATER THAN OR EQUAL TO- 100 mph wind
                              speed)

                    -    Inlet heating

                         --   Inlet heating control valves

                         --   Combined 8 ft silencer and in-duct inlet heating
                              module

                    -    Inlet ducting

                         --   Inlet silencing to meet a guaranteed individual
                              turbine near field sound level guarantee of 90 dB
                              A. at 3 feet

                         --   Inlet expansion joint

                         --   Inlet 90 degree elbow

                         --   Inlet transition piece

                         --   Inlet ducting support steel (Seismic Zone 2A, =
                              100 mph wind speed)

                    -    Inlet cooling

                         --   Evaporative cooler

                         --   90% design effectiveness evaporative cooler
                              (Standard GE procurement practice)

                         --   85% guaranteed effectiveness evaporative cooler
                              (Per Appendix C)

<PAGE>

                    -    Inlet system hardware

                         --   Walkway for inlet filter compartment

                         --   Stairway access to inlet filter compartment house

                         --   Right hand access to inlet filter compartment

                         --   Electric hoist with 500 lb lift capacity

                         --   Inlet filter compartment interior lighting

                    -    Inlet system atmospheric protection

                         --   Zinc rich paint inside and outside of inlet filter
                              compartment

                         --   Zinc rich painted inlet support steel

                         --   Zinc rich paint inside and outside of inlet
                              ducting with epoxy top coat inside ducting

                         --   Stainless steel inlet silencing perforated sheet

          2.1.3     EXHAUST SYSTEM

          2.1.3.1   ARRANGEMENT

                    -    Exhaust diffuser with an axial exit

                    -    Exhaust expansion joint

          2.1.4     GAS TURBINE ACCESSORY COMPARTMENT

          2.1.4.1   STARTING SYSTEMS

                    -    LCI static start ( 1 per 2 units )

                         --   6 Disconnect switches

                         --   Generator start with inverter/regulator

                         --   Static start isolation transformer

                         --   12-pulse water cooled LCI

                    -    Rotor turning systems

                         --   Turning gear and motor for rotor cooldown

                         --   Rotor indexing (borescope inspection)

<PAGE>

          2.1.4.2   LUBRICATING AND HYDRAULIC SYSTEMS

                    -    Oil reservoir

                    -    Pumps

                         --   AC motor driven main lube oil pump

                         --   Motor driven main hydraulic pump

                         --   AC motor driven, auxiliary lube oil and hydraulic
                              pumps

                         --   DC motor driven, emergency lube oil pump

                         --   Pressure lift journal bearings

                              -    Turbine

                              -    Load

                              -    Dual Combined Hydralic/Lift Oil Pump

                         --   Generator seal oil pump

                              -    AC/DC auxiliary pump

                    -    Industrial, off-base cooling water system

                         --   Aluminum fin material

                         --   Modular 100% capacity coolant-to-air heat
                              exchanger mounted off-base, with motor driven fans
                              to force air over finned tube heat exchangers. The
                              fan motor power is supplied from the unit motor
                              control center.

                         --   Automatic temperature controller which regulates
                              coolant flow to control lube oil temperature
                              during operation

                         --   Dual full-flow AC motor-driven coolant circulating
                              pumps (one running, one standby)

                         --   Make-up and expansion tank

                         --   Instruments for the system as follows:

                              -    Tank low level alarm and indicator

                              -    Panel mounted water header pressure gage,
                                   pressure switch and temperature switch.

                              -    Coolant header temperature gage

                              -    Inlet and outlet thermometers

                    -

                         --   Dual lube oil system filters

<PAGE>

                         --   Dual hydraulic oil filters

                         --   Dual lube oil coolers

                              -    Plate/frame type with stainless steel plates

                         --   ASME code stamp

                              -    Lube oil coolers

                              -    Lube oil filters

                    -    Lube oil piping

                         --   304L stainless steel lube oil feed pipe

                         --   Carbon steel lube oil drain pipe

                         --   Lube system valve stainless steel trim

                         --   Lube vent demister

                    -    Compartment vent fan

          2.1.4.3   FIRE PROTECTION SYSTEM

                    -    Fire detection system

                         --   Turbine and accessory compartments

                         --   Liquid fuel and atomizing air skid

                    -    Compartment warning signs

                    -    FM-200 Fire Protection for the PEECC

                    -    CO(2) supply system

                         --   One low pressure CO(2) tank per unit

                    -    Hazardous atmosphere detectors in turbine and fuel gas
                         compartments

                    -    Hazardous atmosphere detector readout in Mark V panels

          2.1.5     FUEL SYSTEMS

                    -    Gas fuel

                         --   Stainless steel gas piping

                         --   Orifice type gas flow measurement system

                         --   Gas fuel valves on accessory base

<PAGE>

                         --   Gas fuel temperature -LESS THAN- 400DEG.F

                         --   Gas fuel scrubber

                    -    Liquid fuel

                         --   Stainless steel fuel oil piping

                         --   Single, motor driven, atomizing air compressor

                         --   Motor driven, 1x100% capacity, main liquid fuel
                              pump

                         --   Fuel oil flow divider

                    -    Fuel treatment/processing

                         --   Duplex, low pressure fuel filters

          2.1.6     WATER WASH SYSTEM

                    -    On-base piping and nozzles for offline and online
                         compressor water wash system

                    -    Off base water wash skid, 2 skids for 6 units

          2.1.7     GAS TURBINE PACKAGING

          2.1.7.1   ENCLOSURES AND BASES

                    -    Lagging and enclosures

                         --   Turbine and accessory compartment lagging

                         --   Load coupling compartment lagging

                         --   On-base accessory compartment lagging

                         --   Off-base acoustic enclosure for turbine only

                    -    Compartment ac ventilation system

                         --   Dual accessory compartment vent fans

                         --   Dual turbine compartment vent fans

                         --   Single vent fan for liquid fuel and atomizing air
                              skid

                    -    Heated turbine and accessory compartments for humidity
                         control

                    -    Plant arrangement

                         --   Right hand accessory module

<PAGE>

                         --   Unit walkways by GE

                    -    Turbine and accessory base painting

                         --   Standard primer

                    -    Seismic Zone

                         --   UBC zone #4 (inlet and exhaust are 2A,
                              -LESS THAN OR EQUAL TO- 100 mph)

                    -    Hazardous area classification

                         --   NEC Class I, Group D, Division 2 (turbine and gas
                              compartments only)

                    -    Special features

                         --   Dual (metric-English) indicators and gauges

          2.1.7.2   COUPLINGS

                    -    Rigid load coupling

                    -    Load coupling guard

          2.1.8     GENERATOR

          2.1.8.1   GENERAL INFORMATION

                    -    Hydrogen cooled generator with conventionally cooled
                         armature

                    -    Short circuit ratio = .58

                    -    Outdoor installation

                    -    Class F armature and rotor insulation

                    -    Class B temperature rise, armature and rotor winding

                    -    Capability to 0.85 power factor (leading)

                    -    60 Hz generator frequency

                    -    Generator voltage 18.0 kV

                    -    Generator bearings

                         --   End shield bearing support

                         --   Elliptical journal bearings

<PAGE>

                         --   Roll out bearing capability without removing rotor

                         --   Insulated collector end bearing

                         --   Online bearing insulation check

                         --   Offline bearing insulation check with isolated
                              rotor

                    -    Monitoring Devices and sensors

                         --   Bently Nevada Series 3300

                    -    Generator Field

                         --   Direct cooled field

                         --   Two-pole field

                         --   Finger type amortissuers

                         --   Full amortissuers

          2.1.8.2   GENERATOR GAS COOLERS

                    -    Coolers shipped installed

                    -    Generator gas cooler configuration

                         --   Five (5) horizontally mounted simplex coolers

                         --   Coolers located in generator base

                         --   Cooler piping connections on left side as viewed
                              from collector end

                         --   ASME code stamp

                         --   Single wall cooler tubes

                         --   Victaulic cooler couplings

                         --   Plate fins

                         --   Cooling water manifold and isolation valves

                    -    Generator gas cooling system characteristics

                         --   Coolant temperature 117DEG.F at 100DEG.F ambient
                              day

                         --   Generator capacity with one section out of service
                              80% with class "F" rise

                         --   Maximum cooler pressure capability - 125 psi

                         --   Coolant 66% water, 33% glycol

                         --   Fouling factor 0.0005

                    -    Generator gas cooler construction materials

<PAGE>

                         --   90-10 copper-nickel tubes

                         --   Carbon steel tube sheets

                         --   Carbon steel waterbox and coupling flanges with
                              epoxy coating

                         --   Aluminum cooler tube fins

          2.1.8.3   GENERATOR LUBE OIL SYSTEMS AND EQUIPMENT

                    -    Bearing lube oil system

                         --   Generator lube oil system integral with turbine

                    -    Bearing lift oil system

                         --   Stainless steel lift oil piping and tubing

                         --   Lift oil supplied from turbine oil system

                    -    Lube oil system piping materials

                         --   Stainless steel lube oil feed pipe

                         --   Carbon steel lube oil drain pipe

                         --   Welded oil piping

                         --   Flexible pipe as permitted by ANSI B31.3

          2.1.8.4   GENERATOR GROUNDING EQUIPMENT

                    -    Neutral grounding equipment

                         --   Neutral ground transformer and secondary resistor

                         --   Mounted in terminal enclosure

          2.1.8.5   GENERATOR TEMPERATURE DEVICES

                    -    Stator winding temperature devices

                         --   100 ohm platinum RTDs (Resistance temperature
                              detector)

                         --   Single element RTDs

                         --   Grounded RTDs

                         --   Nine (9) stator slot RTDs

                    -    Gas path temperature devices

                         --   100 ohm platinum gas path RTDs

                         --   Single element RTDs

<PAGE>

                    -    Bearing temperature devices

                         --   Chromel alumel (type K) thermocouples

                         --   Dual element temperature sensors

                         --   Two (2) bearing metal temperature sensors per
                              bearing

                    -    Collector temperature devices

                         --   100 ohm platinum RTDs

                         --   Single element temperature sensors

                         --   Collector air inlet temperature sensor

                         --   Collector air outlet temperature sensor

                    -    Lube oil system temperature devices

                         --   Chromel alumel (type K) thermocouples

                         --   Dual element bearing temperature sensors per
                              bearing

                         --   One (1) bearing drain temperature sensor per drain

          2.1.8.6   PACKAGING, ENCLOSURES, AND COMPARTMENTS

                    -    Paint and preservation

                         --   Standard primer

                    -    Line-side terminal enclosure

                         --   Terminal enclosure shipped separate

                         --   High voltage bushings shipped installed

                         --   Top mounted

                         --   Non-segregated phase internal bus

                         --   Phase sequence R-C-L when looking at enclosure
                              terminals

                         --   Outgoing power connection on left side when viewed
                              from collector end

                         --   Isolated phase bus duct connection

                         --   Lightning arrestors

                         --   Pull out PTs

                    -    Neutral terminal enclosure

                         --   Top mounted

                         --   Integral with line side terminal enclosure

<PAGE>

                         --   Neutral tie

                    -    Collector compartment

                         --   Collector compartment shipped separate

                         --   Outdoor

                    -    Load coupling compartment

                         --   Dual load compartment vent fans

                    -    Foundation hardware

                         --   Generator shims

                         --   Generator alignment key(s) - collector end

                         --   Generator alignment key(s) - turbine end

                         --   Generator alignment key(s) - axial

                         --   Jacking provisions

                    -    Generator enclosure suitable for outdoor installation

          2.1.8.7   HYDROGEN SYSTEMS AND ACCESSORIES

                    -    Hydrogen control assembly

                         --   NEMA 1 assembly in collector compartment

                    -    Hydrogen cooled generator gas manifolds

                         --   Hydrogen bottle manifold

                         --   CO2 bottle manifold

                         --   Auto purge gas purge control manifold

                         --   Hydrogen control manifold

                    -    Seal oil system

                         --   Control unit mounted in collector compartment

                         --   Stainless steel seal oil feed pipe

                         --   Carbon steel seal oil drain pipe

          2.1.8.8   ELECTRICAL EQUIPMENT

                    -    Motors

                         --   TEFC motors

<PAGE>

                         --   Coated with antifungal material for protection in
                              tropical areas

                    -    Six (6) ambient air cooled, high voltage bushings

                    -    Heaters

                         --   Generator stator heaters

                         --   Generator collector heaters

                    -    Compartment lighting and outlets

                         --   AC lighting

                              -    Collector compartment

                    -    Current transformers

                         --   Relaying class C400

                         --   Neutral CTs

                              -    CT1, CT2, CT3 (metering CT's)

                              -    CT4, CT5, CT6 (separate relaying CT's)

                              -    CT7, CT8, CT9 (relaying)

                              -    CT10, CT11, CT12 (generator differential) -
                                   C800

                         --   Line CTs

                              -    CT16, CT17, CT18 (relaying)

                              -    CT19A, CT19C (Excitation CTs)

                              -    CT21, CT22, CT23 (generator protection)

       2.1.8.9      GENERATOR EXCITATION SYSTEMS, STATIC COMPONENTS

                    -    Busfed static, with hot backup

       2.1.8.9.1    EXCITATION MODULE FEATURES

                    -    Control/monitor/display through TCP

                         --   Voltage matching

                         --   VAR/PF Controller

                         --   Selection of automatic or manual regulator

                         --   Raise-lower of the active regulator setpoint

<PAGE>

                         --   Enter setpoint command

                         --   Display field amps

                         --   Display field volts

                         --   Display transfer volts

                         --   Display field temperature

                    -    Built-in diagnostic display panel

                         --   Automatic voltage regulator (AVR)

                         --   Manual voltage regulator (FVR)

                         --   Automatic and manual bi-directional tracking

                         --   Reactive current compensation (RCC)

                         --   Volts per hertz limiter (V/Hz LIM)

                         --   Over excitation limiter (OEL)

                         --   Under excitation limiter (UEL)

                         --   Generator field ground detector (64F)

                         --   VT failure detector (PTFD) (60EX)

                    -    Dual source internal bulk power supply

                    -    Millivolt shunt for field

                    -    Surge protection

                         --   VT disconnect and CT shorting switches

                         --   Two phase current sensing (CT,s A,C)

                         --   Three phase voltage sensing

                         --   Single pole dc field contactor

                    -    Thyristor bridge circuit filtering

                    -    Shaft voltage suppresser circuit (mounted in panel)

                         --   Field de-excitation circuit (with field discharge
                              inductor)

                         --   125 Vdc field flashing circuit (when required)

                         --   Bridge disconnect; ac no load

                    -    Protection Module

                         --   Volts/hertz protection (24EX)

<PAGE>

                         --   Generator overvoltage protection (59EX)

                         --   Off/on-line overexcitation protection (76EX)

                         --   Loss of excitation (40EX)

                         --   Bridge ac phase unbalance (47EX)

                    -    Power system stabilizer

       2.1.8.9.2    PERFORMANCE

                    -    2.0 response ratio and 160% VFFL (100DEG.C) ceiling @
                         Vt = 1.0pu

       2.1.8.9.3    ENCLOSURE LOCATION

                    -    Installed in LCI compartment or GEC

       2.1.8.9.4    ENCLOSURE CONSTRUCTION

                    -    NEMA-I enclosure

                    -    Standard paint ANSI-70 light gray, interior and
                         exterior

       2.1.9        CONTROLS AND ELECTRICAL AUXILIARIES

       2.1.9.1      CONTROL CAB/PACKAGED ELECTRIC AND ELECTRONIC CONTROL
                    COMPARTMENT (PEECC)

                    -    Access doors

                    -    Air conditioning and heating

                    -    Control panels mounted on a common skid

                    -    Lighting and power outlets

                    -    FM200 fire protection system (including supply of
                         FM200)

       2.1.9.2      MARK V SPEEDTRONIC-TM- TURBINE CONTROL PANEL FEATURES

                    -    Triple modular redundant (TMR)

                    -    Auto/manual synchronizing module with synchronizing
                         check function

-----------------
-TM- A Trademark of General Electric Company

<PAGE>

                    -    Generator stator over-temperature alarm (49)

                    -    Droop control

                    -    Load limiter

                    -    Customer alarm/trip contact for CRT display

                    -    Additional customer input contacts

                    -    Additional customer output contacts

                    -    Provision for 8 selectable analog inputs from customer

                    -    Provision for 8 selectable analog output to customer

                    -    Wet low NOx data for EPA compliance

                    -    Vibration alarm readout and trip

                    -    Electrical overspeed protection

                    -    Constant settable droop

                    -    Power factor calculation and display

                    -    Manual set point preselected load

       2.1.9.3      GENERATOR CONTROL PANEL

       2.1.9.3.1    GENERATOR CONTROL PANEL LOCATION

                    -    PEECC

       2.1.9.3.2    GENERATOR CONTROL PANEL FEATURES

       2.1.9.3.2.1  GENERATOR BREAKER TRIP SWITCH (52G/CS) WITH RED AND GREEN
                      INDICATOR LIGHTS

       2.1.9.3.2.2  DIGITAL GENERATOR PROTECTION SYSTEM (DGP) MODEL NO. DGP54
                      AACA

                    -    Generator differential (87G)

                    -    Current unbalance (46)

                    -    Loss of excitation (40)

<PAGE>

                    -    Reverse power (32)

                    -    Stator ground detection (64G)/(59GN)

                    -    Overexcitation (24)

                    -    Overvoltage (59)

                    -    Over frequency (81O)

                    -    Under frequency (81U)

                    -    System phase fault relay (51V)

                    -    Generator differential lockout relay (86G-1)

                         --   One circuit coil monitor (74) in each 86 lockout

                    -    Voltage transformer fuse failure (VTFF)

       2.1.9.3.3    GENERATOR CONTROL PANEL DISCRETE RELAYS

                    -    Synchronizing Undervoltage relay (27BS-1,2)

                    -    DC tripping bus, blown fuse protection (74)

                    -    Voltage balance relay (60)

                    -    Distance relay (21)

                    -    Breaker or lockout trip coil monitor (74)

                    -    Reverse/Inadvertent energization protection (50RE/86RE)

                    -    Bus Ground detection relay (59BN)-3 PT's & resist

       2.1.9.3.4    GENERATOR CONTROL PANEL INSTRUMENTATION

                    -    Generator digital multimeter

                         --   VM - Generator Volts:

                         --   AM - Generator Amps: Phase 1,2,3 and Neutral

                         --   MWATTS - Generator MegaWatts

                         --   MVAR - Generator MegaVArs

                         --   FM - Generator frequency

<PAGE>

                         --   MVA - Generator MVA

                         --   PF - Generator Power Factor

                         --   MWH - Generator MegaWatt-Hours

                         --   MWVAH - Generator MVA Hours

                         --   Generator transducers (watts, watt/var)

       2.1.9.3.5    INTEGRATED INTO MARK V

                    -    Mark V with speed matching, synch & check

                    -    Manual sync displayed on Mark V [I]

                    -    Load control in Mark V

                    -    Temp indication-for generator RTD's

                    -    Auto/manual synchronizing module displayed on
                         Mark V [I]

       2.1.9.4      GENERATOR PROTECTION

                    -    Generator electrical protection equipment

                         --   Ground brush rigging

       2.1.9.5      LOCAL OPERATOR MULTIUNIT INTERFACE [I]

                    -    Table top 15 in. color monitor

                    -    Trackball cursor control

                    -    Table top AT 101 spillproof keyboard

                    -    24 pin dot matrix printer

                    -    50 ft of Arcnet cable between Mark V panel and local
                         operator interface [I] for indoor use

                    -    Display in English language

       2.1.9.6      REMOTE CONTROL AND MONITORING SYSTEMS

                    -    GSM-TCP/IP Ethernet via [I/G]

<PAGE>

          2.1.9.7   BATTERIES AND ACCESSORIES

                    -    Lead acid battery

                    -    Single phase battery charger

                    -    Battery and charger mounted in the PEECC

          2.1.9.8   MOTOR CONTROL CENTER

                    -    MCC mounted in control cab/PEECC

                    -    Tin-plated copper bus-work

                    -    42 kA bracing

                    -    480V 60 Hz auxiliary power

          2.1.9.9   MOTOR FEATURES

                    -    Service factor on all motors 1.15

                    -    Coated with antifungal material for protection in
                         tropical areas

                    -    TEFC motors -LESS THAN- 200 hp

                    -    Extra severe duty motors

                    -    Cast iron motor housings o All redundant motors to be
                         lead/lag

                    -    Motor heaters

                    -    WP motors -GREATER THAN- 200 hp

          2.1.9.10  ROTOR, BEARING AND PERFORMANCE MONITORING SYSTEMS

                    -    Performance monitoring systems (RTD for compressor
                         inlet temperature)

                         --   Sensors wired to Mark V

                    -    Vibration sensors

                         --   Seismic Velocity vibration sensors, Two per each
                              bearing for protection

<PAGE>

                         --   Bently Nevada proximity probes and proximeters.
                              Two probes on each bearing for readout

                    -    Boroscope access holes

                    -    Thermocouples for measuring critical turbine
                         temperatures including bearing metal and drains

                    -    Redundant sensors for critical functions with
                         applicable third party certification on devices

          2.1.10    POWER SYSTEM STUDIES

                    -    Provided by owner

          2.1.11    SERVICES

                    -    Coordinate drafting, manufacturing and shipping
                         schedules to meet contractual requirements

                    -    Containerize shipments of miscellaneous parts

                    -    Technical advisory services

                    -    Transportation to nearest rail siding

                         --   Heard County, Georgia

                    -    Truck shipments to site (MSD)

                    -    Provide design drawings and final drawings

                    -    Documentation

                         --   Up to 10 sets of English language service manuals
                              per station, including Operation, Maintenance and
                              Parts volumes

                    -    Turbine maintenance tools

                         --   Guide pins (for removal or replacement of bearing
                              caps, compressor casing and exhaust frame)

                         --   Fuel nozzle wrenches

                         --   Fuel nozzle test fixture

                         --   Spark plug electrode tool

<PAGE>

                         --   Clearance tools

                         --   Fuel nozzle staking tool

                         --   Combustion liner tool

                         --   Bearing and coupling disassembly fixture

                    -    Generator maintenance tools

                         --   Rotor lifting slings

                         --   Rotor removal equipment including shoes, pans,
                              pulling devices

                         --   Rotor jacking bolts

                    -    Installation Equipment

                         --   Trunions for generator

                              -    On loan basis only

                         --   Jacking bolts for generator

--------------------------------------------------------------------------------

2.2      GAS TURBINE MECHANICAL DESCRIPTION

                    The gas turbine output flange is located at the compressor
                    end of the rotor assembly to provide "cold end" drive. This
                    feature substantially improves alignment control and
                    provides an axial exhaust to optimize the plant arrangement
                    for combined cycle or waste heat recovery applications. The
                    generator is connected to the gas turbine through a solid
                    coupling. The direction of rotation is counter-clockwise
                    when facing the direction of airflow through the gas
                    turbine.

<PAGE>

                    [GRAPHIC OMITTED]

                    The gas turbine has an eighteen stage axial flow compressor
                    with modulated inlet guide vanes. Interstage extraction is
                    used for turbine nozzle and wheelspace cooling.

                    A reverse flow, fourteen chamber combustion system is
                    utilized with multiple fuel nozzles per chamber. Redundant
                    spark plugs and flame detectors are a standard part of the
                    combustion system with crossfire tubes connecting each
                    combustion chamber to adjacent chambers. If required, water
                    injection can be introduced for NOx emissions control.
                    Transition pieces are effectively cooled by air impingement.
                    Thermal barrier coatings are applied to the inner walls of
                    the combustion liners for smoother temperature gradients.

                    The gas turbine has three turbine stages with the first and
                    second stage nozzles and buckets being air cooled. The
                    buckets are designed with long shanks to isolate the turbine
                    wheel rim from the hot gas path. Precision cast buckets are
                    used for each turbine stage with the second and third stages
                    incorporating an integral tip shroud for better gas path
                    leakage control. All turbine buckets are

<PAGE>

                    coated to provide corrosion resistance. The turbine section
                    is coupled to an axial diffuser with optimum pressure
                    recovery for higher thermal efficiency.

                    The rotor is a two bearing single shaft design with high
                    torque capability. It incorporates internal cooling and
                    thermal response control in the turbine section. Both the
                    compressor and turbine sections are constructed of
                    individually rabbeted discs held with through bolts. For
                    field changeout, the unit rotor is handled as one piece.

                    The turbine and compressor casings are horizontally split
                    for ease of inspection and maintenance. For each combustion
                    chamber, the liners and transition pieces can be
                    individually changed out. Borescope holes are located in the
                    compressor, combustion and turbine sections to facilitate
                    visual inspection.

2.2.1               COMPRESSOR CLEANING

     2.2.1.1        ON-LINE/OFF-LINE COMPRESSOR WATER WASH

                    Compressor water washing is used to remove fouling deposits
                    and to restore performance. Fouled compressors result in
                    reduced air flow, lower compressor efficiency, and lower
                    compressor pressure ratio. Compressor cleaning may also slow
                    the progress of corrosion, thereby increasing blade life and
                    reducing the contribution of corrosion products to the
                    formation of fouling deposits. On-line cleaning is the
                    process of injecting cleaning solution into the compressor
                    while running at full speed and some percentage of load.
                    Off-line cleaning is the process of injecting cleaning
                    solution into the compressor while it is being turned at
                    cranking speed. The advantage of on-line cleaning is that
                    washing can be done without having to shut down the machine.
                    On-line washing, however is not as effective as off-line
                    washing: therefore on-line washing is used to supplement
                    off-line washing, not replace it.

                    The on-base compressor washing feature consists of piping,
                    nozzles, solenoid valves and software in the turbine control
                    panel. A compressor water wash can be initiated while the
                    turbine is either on-line or off-line.

                    The off-base detergent pumping skid consists of detergent
                    storage tank, mixing venturi, forwarding pump, enclosure and
                    freeze protection. One skid is provided for the site
                    (approximate plan dimensions of 9' x 8').



<PAGE>


   2.2.1.1.1      ON-LINE MANIFOLD AND NOZZLES

                    The on-line washing components consist of two piping
                    manifolds, and spray nozzles (one in the forward bellmouth
                    and one in the aft bellmouth) and a motor-operated valve
                    which is also controlled by the turbine control panel. The
                    turbine control system is equipped with software to perform
                    an automatic on-line wash by simply initiating the wash from
                    the turbine control panel.

   2.2.1.1.2      OFF-LINE MANIFOLD AND NOZZLES

                    The off-line washing components consist of a piping
                    manifold, and spray nozzles in the forward bellmouth, and a
                    motor-operated valve controlled by the turbine control
                    panel. Off-line washing is a manual operation because of the
                    large number of manual valves on the turbine which need to
                    be manipulated in order to perform an off-line wash.

                               [GRAPHIC OMITTED]

   2.2.1.2        COMBUSTION

                    A reverse flow, multi chamber (can annular) combustion
                    system is utilized. Combustion chambers are arranged around
                    the periphery of the compressor discharge casing. This
                    system also includes the fuel nozzles, spark plug ignition
                    system, flame detectors, and crossfire tubes.

                    Crossfire tubes connect each combustion chamber to adjacent
                    chambers on both sides. Transition pieces connect the
                    combustion liners to the turbine nozzles Each liner, fuel
                    nozzle, and transition piece can be individually replaced.

<PAGE>


                               [GRAPHIC OMITTED]

   2.2.1.2.1      COMBUSTION CHAMBERS

                    The combustion liners are cylindrical. Discharge air from
                    the axial-flow compressor flows forward along the outside of
                    the combustion liner, as guided by the flow sleeve. Liner
                    cooling is achieved via film cooling with annular slots
                    distributed along the length of the combustion liner.
                    Backside only cooling is utilized on some DLN combustors.
                    Thermal barrier coatings are applied to the inner walls of
                    the combustion liners for longer inspection intervals.

                    Air enters the combustor through a variety of holes in the
                    liner. The air, depending on its injection location is
                    utilized in the actual combustion process, for cooling, or
                    as dilution to tailor the exhaust gas profile.

   2.2.1.2.2      TRANSITION PIECES

                    Transition pieces direct the hot gases from the liners to
                    the turbine nozzles. The transition pieces have a circular
                    inlet for the combustion liners transitioning to an annular
                    segment at the exit for the turbine nozzle. Seals are
                    utilized at both connection locations to control leakage
                    flows.

   2.2.1.2.3      SPARK PLUGS

                    Combustion is initiated by discharge from two electrode
                    spark plugs each in a different combustion chamber. At the
                    time of firing, a spark at one or both of these plugs
                    ignites a chamber.


<PAGE>

                    No LP gas torch ignitor system is required with this design.

   2.2.1.2.4      CROSSFIRE TUBES

                    The combustion chambers are interconnected by means of
                    crossfire tubes. These tubes enable flame from the fired
                    chambers containing spark plugs to propagate to the unfired
                    chambers.

   2.2.1.2.5      ULTRAVIOLET FLAME DETECTORS

                    The control system continuously monitors for presence or
                    absence of flame. Cooled flame detectors are installed in
                    several combustors. The detector consists of a small gas
                    filled tube with two closely spread electrodes. An
                    electronic package containing a power supply applies a high
                    DC voltage across the electrodes. When ultraviolet (UV)
                    radiation is present, it causes a discharge within the tube,
                    which results in a current pulse and discharge of the power
                    supply.

                    The power supply recharges and the discharge process
                    continues to repeat as long as the UV radiation is present.
                    The presence of flame is determined by the electronic
                    package which measures the pulse frequency, and relays the
                    flame condition to the gas turbine control system. The
                    "FAILURE TO FIRE" or "LOSS OF FLAME" is indicated on the
                    control panel.

   2.2.1.2.6      DRY LOW NOx COMBUSTION SYSTEM

                    The Dry Low NOx (DLN) combustor is a single stage multi-mode
                    combustor capable of operation with either gaseous or liquid
                    fuel. The burning zone is formed by the combustion liner and
                    the face of the cap. The majority of the combustion air is
                    introduced through annular passages (premix chambers)
                    surrounding each of the six fuel nozzles.


<PAGE>

                               [GRAPHIC OMITTED]

                    The DLN 2.6 fuel system operation is fully automated,
                    sequencing the combustion system through a number of staging
                    modes prior to reaching full load. The primary controlling
                    parameter for fuel staging is the calculated combustion
                    reference temperature. Other DLN 2.6 operation influencing
                    parameters available to the operator are inlet guide vane
                    (IGV) temperature control "ON" or "OFF" and inlet bleed heat
                    "ON" or "OFF". To achieve maximum exhaust temperature, as
                    well as an expanded load range for optimal emissions, both
                    IGV temperature control and inlet bleed heat should be
                    selected "ON".


<PAGE>

                               [GRAPHIC OMITTED]

                    Liquid fuel injection is injected at the tip of the fuel
                    nozzle only. Operation is thus in diffusion mode, with
                    emissions comparable to a standard GE multi-nozzle
                    combustor. A water injection passage is integral to the fuel
                    nozzle and is used for NOx abatement while operating on
                    liquid fuel.

   2.2.1.2.7      CONTINUOUS DYNAMICS MONITORING SYSTEM

                    A continuous dynamics monitoring system will be provided for
                    tuning the combustion system on a rental basis, and will be
                    returned after unit commissioning. The system shall consist
                    of the following (optional):

                    o Probes

                    o Multiplex junction box

                    o NT computer


<PAGE>

   2.2.2          ACCESSORY MODULE

   2.2.2.1        LUBRICATION AND HYDRAULIC CONTROL OIL SYSTEM

                    The lubricating provisions for the turbine and
                    generator are incorporated in a common system
                    located on the accessory module.

                               [GRAPHIC OMITTED]

                    The module is vented to atmosphere and includes the
                    following equipment:

                    o Lubricating oil reservoir with the following devices:

                      -- Redundant full flow AC motor-driven lubricating oil
                         pumps

                      -- AC/DC auxiliary generator seal oil pump

                      -- Partial flow DC motor-driven emergency lubricating oil
                         pump

                      -- Redundant full flow AC motor-driven hydraulic oil pumps

                      -- (Stainless steel) dual plate frame oil-to-coolant heat
                         exchanger with transfer valve


<PAGE>

                      -- Dual lube oil system filters

                      -- Pressure lift bearings for the

                         - Turbine

                         - Load

                      -- Dual filters and transfer valve for hydraulic oil
                         systems

                    The mist eliminator is an air-exhaust filtration unit used
                    to remove lube oil-mist particles which are entrained in the
                    lubricating system vent lines by the sealing air returns of
                    the gas turbine lubricating system. The mist eliminator
                    assembly consists of a holding tank with filter elements,
                    motor-driven blower, and check-relief valve. One assembly is
                    provided for the vent line from the lube oil reservoir and
                    one is provided in the exciter end of the generator for the
                    generator bearings. Collected oil drains back to the lube
                    oil reservoir.

                      -- Temperature indicating gauge for bearing header
                         temperature

                      -- Thermocouples in turbine and generator bearing drains

                      -- Bearing metal thermocouples

                      -- Permissive-start temperature switch

                      -- Bearing header high temperature alarm and shutdown
                         switches

                      -- Bearing header low pressure alarm and trip switches

                      -- Oil filter delta pressure alarm switches

                      -- Lubricating oil pump stop and start switches

                      -- Tank mounted level indicator, with low and high level
                         alarm switch

                      -- Lube oil heater for -20F

                      -- Panel mounted bearing header pressure gauge

                      -- Panel mounted main, auxiliary, emergency and seal oil
                         pump discharge pressure gauges

                      -- Panel mounted lubrication and hydraulic oil filter
                         differential pressure gauges

   2.2.3          DUAL FUEL SYSTEM

   2.2.3.1        FUEL TRANSFER

                    Fuel is to be in accordance with GE fuel specifications as
                    indicated in the Reference Specification section of the
                    proposal.


<PAGE>

                    The gas turbine may be started on either fuel, and transfers
                    from one fuel to the other may be initiated by the operator
                    prior to start up or at any time after completion of the
                    starting sequence. Since gas is usually the primary fuel,
                    with distillate as a backup, transfers from gas to
                    distillate can be automatically initiated on low gas supply
                    pressure, provided that liquid fuel is available, and that
                    there is adequate time to start the fuel forwarding pump.
                    Transfer back to the primary fuel is by operator initiation
                    only, in order to ensure the integrity of the supply and
                    prevent oscillatory operation if the gas supply pressure is
                    marginal at the transfer initiation pressure. If liquid fuel
                    is the primary fuel, this automatic sequence can be switched
                    to accommodate this.

                    A typical gas/distillate transfer is illustrated below. The
                    energy equivalent of the fuel flow as the function of fuel
                    command is matched between the two fuels, so that equal gas
                    and liquid commands will result in equal energy release in
                    the gas turbine combustors. The fuel signal divider then
                    splits the signal to each fuel system in a manner that
                    maintains the sum of the two signals equal to the total
                    required fuel demand.

                               [GRAPHIC OMITTED]

                    The transfer sequence is divided into two parts, a line
                    filling period and the actual transfer. During the first
                    period, the incoming fuel command is raised to


<PAGE>

                    a level that will allow filling of the system in about
                    thirty seconds, and the outgoing fuel command is lowered by
                    an equivalent amount. After fuel has reached the fuel
                    nozzles, the incoming fuel is ramped up to equal the total
                    fuel demand, and the outgoing fuel is ramped down to zero.
                    Since total energy to the gas turbine is held reasonably
                    constant, load variations for a properly matched and tuned
                    system are minimal, and generally are less than five percent
                    of nameplate rating.

                    The next step in the process involves initiation of the
                    inactive fuel system purge, if purging is required, and
                    automatic verification of proper operation. Since purging
                    results in additional, although limited, fuel being injected
                    into the turbine to clear the inactive fuel system, there is
                    potential for a load disturbance at this time if the purge
                    is initiated too abruptly. Once the system is cleared, the
                    potential for a load spike disappears. Purge system
                    sequencing is designed to minimize this effect, and in the
                    case of liquid fuel nozzle purging, is initiated during the
                    transfer. This results in random opening of purge check
                    valves, which has been shown to substantially reduce the
                    load spikes. The final step in the transfer process is
                    resetting the NOx control system to meet the needs of the
                    new fuel.

   2.2.3.2        NATURAL GAS FUEL SYSTEM

                               [GRAPHIC OMITTED]


<PAGE>

   2.2.3.2.1      RESERVED

   2.2.3.3        LIQUID FUEL SYSTEM

                               [GRAPHIC OMITTED]

                    The liquid fuel equipment located on the liquid
                    fuel/atomizing air module consists of:

                    o Single 5 micron low pressure fuel oil filter, ahead of
                      fuel pump

                    o Fuel oil filter differential pressure gages

                    o One 100% capacity AC motor driven fuel pump

                    o Electro-hydraulically controlled bypass valve

                    o Fuel oil stop valve

                    o Fuel flow divider

                    o Fuel oil pressure gauges-- after low pressure filter and
                      before flow divider


<PAGE>

                    o On-base piping and manifold

                    o Off base skid - forwarding pump, enclosure and space
                      heater

                    o Water quality per GEK101944

   2.2.3.4        ATOMIZING AIR SYSTEM

                    The motor-driven atomizing air equipment located on the
                    liquid fuel/atomizing air module provides high-pressure air
                    to atomize the liquid fuel for combustion, to purge the
                    liquid fuel combustor nozzle passages, and to provide the
                    purge control valve operating air. The equipment consists
                    of:

                    o Single air to water U-tube heat exchanger for cooling
                      cycle air for entry to the atomizing air compressor and
                      purge compressor

                    o Full flow one micron filter

                    o Throttling valve to reduce atomizing air compressor outlet
                      pressure for purging

                    o Motor driven atomizing air compressor

                    o Gauge/switch panel

                    o Module enclosure

                    o Piping; flexible fuel nozzle pigtails

   2.2.3.5        WATER INJECTION SYSTEM FOR NOX REDUCTION (DISTILLATE FUEL)

                    o On-base manifold and supply piping

                    o Off-base water injection skid

                      Water forwarding pumps, AC motor driven

   2.2.4          PACKAGE ENCLOSURES

                    Gas turbine enclosures consist of several connected sections
                    forming an all weather protective housing. Enclosures
                    provide thermal insulation, acoustical attenuation and fire
                    extinguishing media containment. The enclosures allow access
                    to equipment for routine inspections and maintenance.
                    Enclosures are also heated, cooled and lighted, as described
                    below, for convenience and optimum performance of installed
                    equipment.


<PAGE>

   2.2.4.1        HEATING AND VENTILATION SYSTEM

                    The following heaters are provided to maintain start-up
                    temperatures and humidity protection during shutdown and
                    standby periods at ambient temperatures down to
                    -20DEG.F(-28.9DEG.C):

                    o Electric (ac) heaters in the generator, generator
                      termination, and generator auxiliary compartments for
                      humidity control

                    o Electric (ac) heaters in the control compartment to
                      50 DEG. F minimum

                    o Electric (ac) heaters in the turbine, accessory, and
                     liquid fuel/atomizing air compartments for humidity control

                    Ventilation of compartments during operation is provided for
                    as follows:

                    o Control compartment (by wall-mounted air conditioner)
                      90 DEG. F maximum

                    o Dual AC accessory compartment vent fans 150 DEG. F
                      maximum

                    o Dual AC turbine compartment vent fans 350 DEG. F maximum

                    o Single vent fan liquid fuel/atomizing air skid
                      150 DEG. F maximum

   2.2.4.2        FIRE PROTECTION SYSTEM

                    Fixed temperature sensing fire detectors are provided in the
                    gas turbine and liquid fuel/atomizing air compartments and
                    #2 bearing tunnel. The detectors provide signals to actuate
                    the low pressure carbon dioxide (CO(SUB2)) automatic
                    multi-zone fire protection system. Nozzles in the protected
                    zones direct the CO(SUB2) to the compartments at a
                    concentration sufficient for extinguishing flame. This
                    concentration is maintained by gradual addition of CO(SUB2)
                    for an extended period. Wiring to the detectors will be
                    single conductor with high temperature insulation.

                    The fire protection system is capable of achieving a
                    non-combustible atmosphere in less than one minute, which
                    meets the requirements of the United States National Fire
                    Protection Association (NFPA) #12.

                    The supply system is composed of a low pressure CO2 tank,
                    mounted off-base, a manifold and a release mechanism.
                    Initiation of the system will trip the unit, provide an
                    alarm on the annunciator, turn-off ventilation fans and
                    close ventilation openings.

<PAGE>


   2.2.4.3        LIGHTING

                    AC lighting on an automatic circuit is provided in the
                    turbine compartment, accessory compartment and control
                    compartment. When ac power is not available, a dc
                    battery-operated circuit supplies a lower level of light
                    automatically.

   2.2.4.4        WALKWAYS

                    Unit walkways, platforms and stairway access by GE.

   2.2.5          INLET SYSTEM

   2.2.5.1        GENERAL

                    Gas turbine performance and reliability are a function of
                    the quality and cleanliness of the inlet air entering the
                    turbine. Therefore, for most efficient operation, it is
                    necessary to treat the ambient air entering the turbine and
                    filter out contaminants. It is the function of the air inlet
                    system with its specially designed equipment and ducting to
                    modify the quality of the air under various temperature,
                    humidity, and contamination situations and make it more
                    suitable for use. The inlet system consists of the equipment
                    and materials defined in the Scope of Supply chapter of this
                    proposal. The following paragraphs provide a brief
                    description of the major components of the inlet system.

   2.2.5.2        INLET FILTRATION

   2.2.5.2.1      INLET FILTER COMPARTMENT

                    The inlet filter compartment sits on a steel support
                    structure upstream of the gas turbine. The elevated
                    arrangement provides a compact system and minimizes pickup
                    of dust concentration near the ground.

                    The two stage inlet filter is comprised of a prefilter and a
                    high-efficiency filter. The media-type prefilters provide an
                    inexpensive, disposable stage of filtration. The prefilters
                    usually extend the life of high-efficiency filters by a
                    factor of about three.

                    The high-efficiency filters use filter medium appropriate
                    for the site environmental conditions to achieve good
                    collection efficiency for all particles, including those as
                    small as 1 micron. Because the collection


<PAGE>

                    efficiency is very high, the air quality downstream is also
                    high, even when the ambient air is badly contaminated.

                    The filter elements are contained within a fabricated steel
                    enclosure which has been specially designed for proper air
                    flow management and weather protection.

                    As the outside of the filter elements become laden with
                    dust, increasing differential pressure is sensed by a
                    pressure switch in the plenum.

   2.2.5.2.2      EVAPORATIVE COOLER

                    The evaporative cooler is used in applications where
                    significant operation occurs in the hot months and where low
                    relative humidities are common. With evaporative cooling,
                    water is added to the inlet air and, as the water
                    evaporates, the air is cooled. The amount of water required
                    for evaporative cooling depends upon the airflow through the
                    turbine, the temperature and humidity of the ambient air and
                    the amount of hardness in the water. The exact increase in
                    power available from the gas turbine is dependent upon the
                    same site conditions.

                    The cooler consists of a water distribution system and media
                    packed blocks made of corrugated layers of fibrous material.
                    Water is distributed over the blocks through one set of
                    channels and the air passes over alternate channels. The air
                    side is wetted by the wicking action of the media. This
                    system minimizes water carryover.

                    Water is to be provided per GEK 101944, "Requirements for
                    Water/Steam Purity in Gas Turbines."

   2.2.5.3        INLET SYSTEM INSTRUMENTATION

   2.2.5.3.1      INLET SYSTEM DIFFERENTIAL PRESSURE INDICATOR

                    Standard pressure drop indicator (gauge) displays the
                    pressure differential across the inlet filters in inches of
                    water.

   2.2.5.3.2      INLET SYSTEM DIFFERENTIAL PRESSURE ALARM

                    When the pressure differential across the inlet filters
                    reaches a preset value , an alarm is initiated. This alarm
                    may signify a need to change the filter elements.


<PAGE>

   2.2.5.4        INLET DUCTING AND SILENCING

   2.2.5.4.1      INLET DUCTING

                    The inlet ductwork system connects the inlet filter
                    compartment with the gas turbine compressor inlet plenum.
                    The ducting is designed to deliver the required air flow to
                    the compressor while minimizing the pressure drop of the
                    incoming air stream. There is a stationary trash screen
                    within the ducting system to prevent the remote possibility
                    of ingestion of foreign objects. The trash screen can be
                    accessed for cleaning and inspection through a removable
                    access panel. The inlet ducting makes use of materials and
                    coatings in their construction which are designed to
                    minimize maintenance requirements.

   2.2.5.4.2      INLET SILENCING

                    The noise generated during gas turbine operation is
                    attenuated by means of absorptive silencing material and
                    devices built into the inlet system which dissipate or
                    reduce the acoustical energy to an expected level of 58 dBA
                    at normal operation and 65 dBA during filter cleaning at 400
                    feet. The silencer is specifically designed to eliminate the
                    fundamental compressor tone, and to attenuate the noise at
                    other frequencies also. The inlet silencer consists of an
                    acoustically lined duct containing 8 feet of silencing
                    baffles constructed of a low-density insulating material
                    which is encapsulated by perforated sheet steel. The
                    acoustic lining in the walls of the silencer duct and the
                    walls of the ducting downstream of the silencer have a
                    similar construction.

   2.2.5.4.3      INLET SYSTEM ANTI-ICING PROTECTION

                    This system features an inlet bleed heat injection manifold
                    integrated with the inlet silencer.

   2.2.6          EXHAUST SYSTEM

                    The exhaust system arrangement includes the exhaust
                    diffuser. After exiting the last turbine stage, the exhaust
                    gases enter the exhaust diffuser section in which a portion
                    of the dynamic pressure is recovered as the gas expands. The
                    gas then flows axially into the exhaust system which is not
                    in GE's scope of supply.

                    GE is providing an inconel flex-joint expansion joint at the
                    outlet flange of the exhaust frame which is designed to
                    interface with internally insulated exhaust diffuser.

<PAGE>


   2.2.7          ACOUSTICS

                    Measuring procedures will be in accordance with ASME PTC 36
                    (near field) and/or ANSI B133.8 (far field).

   2.2.8          PAINTING

                    The exteriors of the turbine compartment, accessory and
                    liquid fuel/atomizing air modules, generator compartment,
                    control cab (if supplied), BAC/LCI and accessory base and
                    other equipment are painted with two coats of alkyd primer
                    prior to shipment.

                    The turbine compartment interior is painted with
                    high-temperature paint. Interiors of all other compartments
                    are painted.

   2.2.9          WIRING

                    The gas turbine electrical interconnection system includes
                    on-base wiring, terminal boards, junction boxes, etc. as
                    well as compartment interconnecting cables. Junction boxes
                    are selected to meet the environmental requirement of the
                    Purchaser but are, in general, of steel or cast aluminum
                    construction. Special environments such as corrosive or
                    hazardous can be accommodated. Terminal boards within
                    junction boxes are of the heavy duty industrial type
                    selected for the particular environment in which the
                    junction box is located. On-base gas turbine wire
                    termination uses spring tongue crimped type terminals.
                    Generator wire terminations are ring type. Control panel
                    wiring is General Electric type SIS Vulkene insulated
                    switchboard wire, AWG #14-41 Strand SI-57275. Ribbon cables
                    are used as appropriate.

                    With the exception of cables pre-connected with specific
                    equipment, the Purchaser or his Installer is responsible for
                    interconnecting cable purchase, installation, and
                    connection. GE will supply appropriate connection diagrams
                    and recommended cable installation procedures for the
                    turbine and GE furnished off-base equipment. On-base gas
                    turbine wire installation and termination is performed in
                    the factory.

   2.2.10         MISCELLANEOUS PARTS

                    As a service to the customer and to facilitate an efficient
                    installation of the gas turbine, GE provides for shipment of
                    miscellaneous parts needed during field installation.

<PAGE>


                    Shipment is in a single 96" x 96" x 192" (2438 mm x 2438 mm
                    x 4877 mm) weather-tight cargo container. The plywood
                    container, which can be opened from one end, is outfitted
                    with shelves and bins for parts storage. The container
                    comprises what amounts to a "mobile stockroom" and is
                    designed for transport by truck or rail.

                    Within the container, each part is packed, identified with
                    its own label or tag, and stowed in an assigned bin or
                    shelf. A master inventory list furnished with the container
                    provides the location of each part for ease in locating the
                    item.

                    An additional box approximately 60" x 60" x 216" (1524 mm x
                    1524 mm x 5486 mm) is furnished for the interconnecting
                    piping.

   2.2.10.1       OFF-BASE COOLANT-TO-AIR INDUSTRIAL TYPE COOLING SYSTEM

                    A self contained, off-base industrial type, closed-loop
                    pressurized coolant system is supplied to dissipate the heat
                    from the lubrication oil and turbine support legs. It also
                    cools the flame detectors, atomizing air system and
                    generator. The following major components are included:

                    o Modular 100% capacity coolant-to-air heat exchanger
                      mounted off-base, with motor driven fans to force air over
                      finned tube heat exchangers. The fan motor power is
                      supplied from the unit motor control center.

                    o Automatic temperature controller which regulates coolant
                      flow to control lube oil temperature during operation.

                    o Dual full-flow AC motor-driven coolant circulating pumps
                      (one running, one standby).

                    o Make-up and expansion tank.

                    o Instruments for the system as follows:
                      -- Tank low level alarm and indicator
                      -- Panel mounted water header pressure gauge, pressure
                         switch and temperature switch.
                      -- Coolant header temperature gauge
                      -- Inlet and outlet thermometers.

<PAGE>

--------------------------------------------------------------------------------
2.3      GAS TURBINE ELECTRICAL DESCRIPTION

   2.3.1          GENERATOR SYSTEM

   2.3.1.1        ELECTRICAL RATING

                    The generator is designed to operate within Class "B"
                    temperature rise limits, per ANSI standards, throughout the
                    allowable operating range. The insulation systems utilized
                    throughout the machine are proven class "F" materials.

                    The generator is designed to exceed the gas turbine
                    capability at all ambient conditions between 0 and
                    120DEG.F.

   2.3.1.2        PACKAGING

                    The 7FH2 generator is designed for compactness and ease of
                    service and maintenance. Location permitting, the unit will
                    ship with the rotor, gas shields and end shields factory
                    assembled. The high voltage bushings, bearings, oil
                    deflectors hydrogen seals and coolers will also be factory
                    assembled. The clearances of the bearings, rub rings, fans,
                    hydrogen seals and deflectors will be factory fitted and
                    will only require a minimum amount of field inspection of
                    these components.

                    All generator wiring, including winding and gas RTD's,
                    bearing metal and drain TC's, and vibration detection
                    systems will all be terminated on the main unit with level
                    separation provided. The standard arrangement will be hard
                    wired.

                    Prior to full assembly, the generator stator will receive a
                    150% pressure test. Following full assembly, a 45 psig seal
                    oil test will be performed to ensure the seals are seated
                    properly.


                    Feed piping between the bearings will be stainless steel and
                    mounted on the units in the factory to a common header. All
                    connections to the end shields will be assembled. All
                    assembled piping will be welded without backing rings and a
                    first pass TIG weld. A full oil flush will be performed
                    prior to shipping.

                    Some amount of field assembly will be required but should be
                    limited to the following:

<PAGE>


                    o Factory fitted bearing drain piping and bearing drain
                      enlargement (BDE)

                      -- Matched, marked, and shipped separate

                      -- Loop seal between BDE and drain tank will be stainless
                         steel and will ship loose

                    o Water manifolds will be factory fitted and shipped
                      separate

                    o Collector compartment

                      -- Interconnecting wiring and piping

                      -- Alignment of collector housing and brush rigging to
                        collector ring

   2.3.1.3        FRAME FABRICATION

                    The frame is a stiff structure, constructed to be a hydrogen
                    vessel and to be able to withstand in excess of 200PSI. It
                    is a hard frame design with its four-nodal frequency
                    significantly above l20Hz. The ventilation system is
                    completely self contained, including the gas coolers within
                    the structure. The gastight structure is constructed of
                    welded steel plate, reinforced internally by radial web
                    plates and axially by heavy wall pipes, bars and axial
                    braces.

                    A series of floating support rings and core rings are welded
                    to keybars which in turn will support the core. This allows
                    the entire core to be spring mounted at twenty locations.
                    This arrangement isolates the core vibration, resulting from
                    the radial and tangential magnetic forces of the rotor, by
                    damping the amplitude and reducing the transmissibility by
                    20:1 Excessive movement of the core, as may result from out
                    of phase synchronization, is limited by the use of stop
                    collars at certain locations circumferential around the
                    frame. The clearance is designed to allow the spring action
                    of the bar to be unrestricted during normal operation but to
                    transmit the load of excessive movement through the
                    structure prior to yielding of any of the components. This
                    entire arrangement is in keeping with long standard
                    practices and experience with similar frame designs which
                    have proven to be very effective and reliable.

                    The stator frame is supported on four welded-on feet
                    attached at the lower portion of the fabrication. All the
                    weight of the unit and the operating loads are carried
                    through the structure by the web plates and the wrapper to
                    the feet. The machined portion of the feet are located 85"
                    below the centerline of the unit.


<PAGE>

   2.3.1.4        CORE

                    The core is laminated from grain oriented silicon steel to
                    provide maximum flux density with minimum losses, thereby
                    providing a compact electrical design. The laminations are
                    coated on both sides to ensure electrical insulation and
                    reduce the possibility of localized heating resulting from
                    circulation currents.

                    The overall core is designed to have a natural frequency in
                    excess of 170 hertz, well above the critical two-per-rev
                    electromagnetic stimulus from the rotor. The axial length of
                    the core is made up of many individual segments separated by
                    radial ventilation ducts. The ducts at the core ends are
                    made of stainless steel to reduce heating from end fringing
                    flux. The flanges are made of cast iron to minimize losses.
                    The unit will receive periodic pressing during stacking to
                    ensure compactness, and after stacking the core will receive
                    a final press in excess of 700 tons.

   2.3.1.5        ROTOR

                    The rotor is machined from a single high alloy steel
                    forging. The two pole design has 24 axial slots machined
                    radially in the main body of the shaft. The axial vent slots
                    machined directly into the main coil slot are narrower then
                    the main slots and provide the direct radial cooling of the
                    field copper.

                    The two retaining rings are of the body mounted design. The
                    rings will be made of 18 Mn - 18 Cr forged material which
                    offers excellent protection against stress corrosion
                    cracking.


                    The coil wedges are segmented stainless steel. Radial holes
                    are drilled in the wedges for ventilation passages.

                    The shaft at the collector is designed to transmit the
                    torque of an optional starting motor. A shrunk-on coupling
                    is assembled after the collector rings are on, and it
                    provides the interface point to the flex-coupling connection
                    to the motor. The same arrangement and coupling are used
                    with a static start system when the turning gear is replaced
                    by a torque converter and starting motor.

   2.3.1.6        FIELD ASSEMBLY

                    The field consists of coils made from high conductivity
                    copper. Each turn will have slots punched in the slot
                    portion of the winding to provide direct cooling of the
                    field. The end turns are of the same cross section as the
                    slot portion and the entire coil will be pre-assembled with
                    overlapping brazed joints.

<PAGE>


                    The slot armor used in the slots is a Class "F" rigid epoxy
                    glass design. An insulated cover is positioned on the bottom
                    of each slot armor and on top of the subslot vent. The cover
                    will provide the required creepage between the lower turn
                    and the shaft. Epoxy glass insulation strips are used
                    between each coil turn. A pre-molded polyester glass
                    retaining ring insulation is utilized over the end windings
                    and a partial amortisseur is assembled under the rings to
                    form a low resistance circuit for eddy currents to flow. The
                    rotor is designed to accommodate static start hardware
                    utilizing full length slot amortisseurs.

                    The collector assembly incorporates all the features of GE
                    proven generator packages with slip on insulation over the
                    shaft and under the rings. The collector rings use a radial
                    stud design to provide electrical contact between the rings
                    and the field leads. The rings are designed to handle the
                    excitation requirements of the design (approximately 2200
                    amps on cold day operation and 1900 amps at rated
                    conditions).

                    The entire rotor assembly, weighing 76,000 pounds is
                    balanced up to 10% over operating speed.

                               [GRAPHIC OMITTED]


<PAGE>

   2.3.1.7        END SHIELD/BEARING

                    The unit is equipped with end shields on each end designed
                    to support the rotor bearings, prevent gas from escaping and
                    to be able to withstand a hydrogen explosion in the unlikely
                    event of such a mishap. The end shield is constructed from
                    steel plate and it is reinforced to provide the required
                    strength and stiffness. The split at the horizontal joint
                    allows for ease of assembly and removal. The horizontal
                    joints, as well as the vertical face which bolts to the end
                    structure, are machined to provide a gas tight joint.
                    Sealing grooves are machined into these joints. These steps
                    are taken to prevent gas leakage between all the structural
                    components for pressures up to 45 psig.

                    The center section of the end shields contain the bearings,
                    oil deflectors and hydrogen seals.. The lower halves of the
                    bearings are equipped with dual element thermocouples. The
                    leads are connected through a quick disconnect through the
                    end shield to allow ease of bearing removal.

                    A three section inner and a two section outer oil deflector
                    are bolted into the end shield and provide sealing of the
                    oil along the shaft. The deflectors are either fabricated or
                    cast aluminum. All faces of the deflectors have "O" ring
                    grooves to provide additional protection from oil leaks. All
                    annular areas formed between the set of teeth are designed
                    to provide minimum pressure drops and have oil gutters
                    machined in to prevent oil from backdripping on the shaft.

                    The hydrogen seal casing and seals, which prevent hydrogen
                    gas from escaping along the shaft utilize steel babbitted
                    rings. Pressurized oil for the seals is supplied from the
                    main oil system header to the seal oil control unit, where
                    it is regulated. The seal oil control unit is factory
                    assembled packaged system and is located in the collector
                    end compartment and includes the following components:

                    o Differential pressure regulator valve with bypass

                    o Differential pressure gage (seal oil pressure vs casing
                      gas pressure) and two differential pressure switches: one
                      for alarm and one for actuating the DC emergency seal oil
                      pump

                    o Shut-off and isolation valves for operation and
                      maintenance

                    The connection end bearing and hydrogen seals are insulated
                    from the rotor to prevent direct electrical contact between
                    the rotor and the end shield. Both end shields will have
                    proximity type vibration probes. These are located axially

<PAGE>

                    outboard of the bearing. Mounting for velocity type
                    vibration sensors is also provided on the surface of the
                    bearing caps.

                    All exiting wiring from the temperature indication devices
                    and the insulating test leads are brought out of the unit
                    through gas tight conex type seals to prevent any chance of
                    a hydrogen leak.

   2.3.1.8        WINDING

                    The armature winding consists of "Class F" insulated bars.
                    The winding is a three phase, two circuit design. The bar
                    ground insulation is protected with a semi-conducting armor
                    in the slot and our well proven grading system on the end
                    arms.

                    The ends of the bars are pre-cut and solidified prior to
                    insulation to allow strap brazing connections on each end
                    after the bars are assembled. A resin impregnated insulation
                    cap is used to insulate the end turn connections.

                    The bars are secured in the slot with side ripple springs
                    (SRS) to provide circumferential force and with a top ripple
                    spring (TRS) for additional mechanical restraint in the
                    radial direction. The SRS's, TRS's and the wedging system
                    are well-proven reliable designs. The end winding support
                    structure consists of glass binding bands, radial rings and
                    the conformable resin-impregnated felt pads and glass roving
                    to provide the rigid structure required for system
                    electrical transients.

<PAGE>


                               [GRAPHIC OMITTED]

   2.3.1.9        LEAD CONNECTIONS

                    All the lead connection rings terminate at the top of the
                    structure at the excitation end of the unit. Each of the
                    circuits are connected to the high voltage bushings. The
                    bushings, which provide a compact design for factory
                    assembly and shipment, are positioned in the top of the
                    frame and are offset to allow proper clearances to be
                    maintained. This configuration also allows connections to
                    the leads to be staggered and provides ease of bolting and
                    insulation.

                    The six high voltage bushings exit the frame at the top.
                    These bushings are made up of a porcelain insulators
                    containing silver plated, copper conductors which form a
                    hydrogen tight seal. The bushings are assembled to
                    non-magnetic terminal plates to minimize losses. Copper bus
                    is assemble to the bushings within an enclosure. Customer
                    connections are made beyond the terminal enclosure and the
                    specific mating arrangements will be provided within the
                    enclosure, not inside the generator.

   2.3.1.10       LUBRICATION

                    Lubrication for the generator is supplied from a system in
                    common with the turbine lubrication system which is
                    contained in the lubrication module. Lubricant feed and
                    drain lines are provided as an integral part of the
                    generator


<PAGE>

                    package. Flanged connections are provided for connection to
                    piping from the lubrication module.

   2.3.1.11       DETRAINING SYSTEM

                    The air-side seal oil and the generator bearing oil drain to
                    a bearing drain enlargement mounted under the generator
                    casing. This bearing drain enlargement is a detraining
                    chamber and provides a large surface area for detraining the
                    oil before it is returned to the main oil tank.

                    Two seal drain enlargements are provided for removing
                    entrained hydrogen from the oil which drains from the
                    hydrogen-side seal rings. They are drained through a common
                    line to a float trap which then drains to the bearing drain
                    enlargement for further detraining. A high liquid level
                    alarm switch is provided to detect abnormal oil level in the
                    seal drain enlargement.

                    Piping is all factory fitted and the system is well-proven
                    to assure that no hydrogen can enter into the oil system.

   2.3.1.12       HYDROGEN CONTROL CABINET

                    To maintain hydrogen purity in the generator casing at
                    approximately 98 percent, a small quantity of hydrogen is
                    continuously scavenged from the seal drain enlargements and
                    discharged to atmosphere. The function of the hydrogen
                    control cabinet is to control the rate of scavenging and to
                    analyze the purity of the hydrogen gas. The cabinet is
                    divided into two compartments, the gas compartment and the
                    electrical compartment, which are separated by a gas-tight
                    partition.

   2.3.1.13      GAS COMPARTMENT

                    The following instrumentation is included:

                    o Hydrogen pressure gage with electronic transmitter for
                      remote receiver

                    o Differential fan pressure gage

                    o Flowmeters for gas analyzer and for total scavenging rate

                    o A gas purifier with filter for removing oil, water and
                      particles as small as 12 microns

                    o Moisture indicator to indicate the presence of moisture in
                      the gas line

<PAGE>


                    o Gas tight wiring seal into hydrogen electrical compartment

   2.3.1.14       ELECTRICAL COMPARTMENT

                    The following instrumentation is included:

                    o One gas purity analyzer with 0-105 mv output for panel and
                      remote indicators, with high and low purity alarm contacts

                    o Generator gas temperature indicator with high temperature
                      alarm contact

   2.3.1.15       HYDROGEN MANIFOLD

                    Hydrogen, is admitted to the generator casing through the
                    use of the hydrogen gas manifold. The following
                    instrumentation is provided and is located in the collector
                    compartment:

                    o Generator gas pressure gage

                    o High and low generator gas pressure switches

   2.3.1.16       CARBON DIOXIDE MANIFOLD

                    A carbon dioxide system is used for purging the generator
                    casing of air before admitting hydrogen, and also to purge
                    hydrogen before admitting air. The following instrumentation
                    is provided and is located in the collector compartment.

                    o Purging control valve assembly

                    o Relief valve

   2.3.1.17       MOTOR CONTROL CENTER

                    The MCC is manufactured and tested in accordance with NEMA
                    ICS-2 & UL Standard No. 845. It is designed for 480V, 3 PH,
                    60 HZ, with a short circuit capacity of 42,000 amps RMS
                    symmetrical at the incoming 480VAC line terminals. The main
                    protective device will be a Tri break 600 amp, type TB4,
                    200,000 amp interrupting, 125-400 amp trip, bolt -in
                    connection.

   2.3.1.18       COOLING SYSTEM

                    The generator is cooled by a recirculating gas stream cooled
                    by gas-to-water heat exchangers. Cold gas is forced by the
                    generator fans into the gas gap, and


<PAGE>

                    also around the stator core. The stator is divided axially
                    into sections by the web plates and outer wrapper so that in
                    the center section cold gas is forced from the outside of
                    the core toward the gap through the radial gas ducts, and in
                    the end section it passes from the gas gap toward the
                    outside of the core through the radial ducts. This
                    arrangement results in substantially uniform cooling of the
                    windings and core.

                    The rotor is cooled externally by the gas flowing along the
                    gap over the rotor surface, and internally by the gas which
                    passes over the rotor and windings, through the rotor
                    ventilating slots, and radially outward to the gap through
                    holes in the ventilating slot wedges.

                    After the gas has passed through the generator, it is
                    directed to five horizontally mounted gas-to-water heat
                    exchangers. After the heat is removed, cold gas is returned
                    to the rotor fans and recirculated.

   2.3.2          GENERATOR COLLECTOR COMPARTMENT

                    An exciter-end, enclosure will be provided shipped separate
                    from the generator. It will contain the following
                    assemblies:

                    o Hydrogen control cabinet

                    o Seal oil control unit, regulator & flowmeter

                    o Seal oil drain system, float trap & liquid level detector

                    o H2 & CO2 feed & purge system, valves & gauges

                    o Switch & gauge, block & porting system

                    o Collector housing & brush rigging assembly

                    o Collector filters & silencers

                    o Level-separated electrical junction boxes

                    o Turning gear

                    The above items will be packaged in the enclosure and
                    shipped separate from the generator. All internal piping and
                    wiring will be completed and terminated at convenient
                    locations in the housing. A minimum fit of field wiring and
                    piping will be required to assemble the collector cabinet to
                    the generator. The end wall of the enclosure will have
                    provisions for the flex coupling between the generator and
                    the starting motor or torque converter to pass through. The

<PAGE>

                    generator end of the enclosure will interface with the
                    generator and be sealed against the elements.

                    The enclosure is designed with a removable end wall section
                    & roof to allow ease of rotor removal without moving the
                    housing. Position of all the above hardware will be spaced
                    to allow easy access for maintenance and to prevent any
                    unnecessary disassembly during rotor removal. Two doors are
                    provided on the end wall to allow access from either side.
                    Safety latches are provided on the inside of the doors to
                    provide easy exit from the enclosure. AC lighting is
                    standard. One DC light fixture is optional. Fire detectors
                    in the enclosure are optional.

   2.3.3          GENERATOR TERMINAL COMPARTMENT

                    The generator terminal compartment is a roof mounted
                    enclosure located above the generator having estimated
                    weight of 15000 lbs. Design of the enclosure will
                    accommodate ISO phase bus on centers up to 40 inches with
                    bus exit either from the left or right side. Devices
                    included in the enclosure are as follows:

                    o Outgoing power connections to station transformer
                      contained in individual isolated phase ducts

                    o Neutral grounding transformer rated 25 KVA, 12 KV-240 V,
                      95 kV BIL

                    o Neutral grounding resistor rated 1.45 ohms, 160A for one
                      (1) minute

                    o Three (3) 18 KV lightning arrestors for generator
                      protection

                    o Current transformers:

                      -- 3 sets of 3 8,000/5 with C/400 accuracy in the neutral
                         connection

                      -- 1 set of 3 8,000/5 with C/800 in the neutral connection

                      -- 2 sets of 3 8,000/5 and 1 set of 2 for the excitation
                         with C400 accuracy on the line side

   2.3.4          PACKAGED ELECTRONIC AND ELECTRICAL CONTROL COMPARTMENT (PEECC)

                    The PEECC is a completely enclosed compartment suitable for
                    outdoor installation. Heating, air conditioning, compartment
                    lighting and power outlets are provided for convenience and
                    protection of the equipment in the PEECC. Electrical
                    monitoring and control of the unit are accomplished by the

<PAGE>

                    turbine Mark V SPEEDTRONIC-TM- control panel and the
                    generator control panel, which are mounted on a common skid
                    and located in the PEECC. In addition to the control
                    systems, the PEECC also houses the gas turbine motor control
                    centers and 125Vdc battery and charger. The arrangement of
                    the equipment is shown in the typical compartment layout
                    below.

                    Description of the FM-200 system in the PEECC is as follows:

                    o Smoke detectors for fire detection only

                    o Heat detectors for fire detection and signal discharge
                      FM-200

                    o Strobe/horn local alarm system

                    o On-base discharge piping and nozzles


          PACKAGED ELECTRONIC AND ELECTRICAL CONTROL COMPARTMENT (PEECC)
                                  (Typical)

                               [GRAPHIC OMITTED]


<PAGE>

--------------------------------------------------------------------------------
2.4      GAS TURBINE CONTROL DESCRIPTION

   2.4.1          MARK V SPEEDTRONIC CONTROL SYSTEM

   2.4.1.1        CONTROL SYSTEM

                    The gas turbine control system, SPEEDTRONIC Mark V, is a
                    state-of-the-art Triple Modular Redundant (TMR)
                    microprocessor control system with a heritage of over 40
                    years of successful turbine automation. The core of this
                    system is the three separate but identical controllers
                    called [R], [S], and [T]. All critical control algorithms,
                    protective functions, and sequencing are performed by these
                    processors. In so doing, they also acquire the data needed
                    to generate outputs to the turbine. Protective outputs are
                    routed through the [P] module consisting of triple redundant
                    processors [X], [Y], and [Z], which also provide independent
                    protection for certain critical functions such as overspeed.
                    The three control processors, [R], [S], and [T], acquire
                    data from triple-redundant sensors as well as from dual or
                    single sensors. The actual number of sensors will depend on
                    the turbine type. All critical sensors for continuous
                    controls, as well as protection, are triple-redundant. Other
                    sensors are dual or single devices fanned out to all three
                    control processors. The extremely high reliability achieved
                    by TMR control systems is due in considerable measure to the
                    use of triple sensors for all critical parameters.

   2.4.1.1.1      MARK V ELECTRONICS

                    All of the microprocessor-based controls have a modular
                    design for ease of maintenance. Each module or controller
                    contains up to five cards, including a power supply.
                    Multiple microprocessors reside in each controller which
                    distribute the processing for maximum performance.
                    Individual microprocessors are dedicated to specific I/O
                    assignments, application software communications, etc., and
                    the processing is performed in a real-time, multi-tasking
                    operating system. Communications between the controller's
                    five cards is accomplished with ribbon cables and gas-tight
                    connectors. Communication between individual controllers is
                    performed on high-speed Arcnet links.

   2.4.1.1.2      SHARED VOTING

                    Software Implemented Fault Tolerance (SIFT) and hardware
                    voting are utilized by the Mark V TMR control system. At the
                    beginning of each computing time frame, each controller
                    independently reads its sensors and


<PAGE>

                    exchanges this data with the data from the other two
                    controllers. The median value of each analog input is
                    calculated in each controller and then used as the resultant
                    control parameter for that controller. Diagnostic algorithms
                    monitor a predefined deadband for each analog input to each
                    controller, and if one of the analog inputs deviates from
                    this deadband, a diagnostic alarm is initiated to advise
                    maintenance personnel.

                    Contact inputs are voted in a similar manner. Each contact
                    input connects to a single terminal point and is parallel
                    wired to three contact input cards. Each card optically
                    isolates the 125 or 24 V dc input, and then a dedicated
                    80196 processor in each card time stamps the input to within
                    1 ms resolution. These signals are then transmitted to the
                    [R], [S], and [T] controllers for voting and execution of
                    the application software. This technique eliminates any
                    single point failure in the software voting system.
                    Redundant contact inputs for certain functions such as low
                    lube oil pressure are connected to three separate terminal
                    points and then individually voted. With this SIFT
                    technique, multiple failures of contact or analog inputs can
                    be accepted by the control system without causing an
                    erroneous trip command from any of the three controllers as
                    long as the failures are not from the same circuit.

                    Another form of voting is accomplished through hardware
                    voting of analog outputs. Three coil servos on the valve
                    actuators are separately driven from each controller, and
                    the position feedback is provided by three LVDTs. The normal
                    position of each valve is the average of the three commands
                    from [R], [S], and [T]. The resultant averaging circuit has
                    sufficient gain to override a gross failure of any
                    controller, such as a controller output being driven to
                    saturation. Diagnostics monitor the servo coil currents and
                    the D/A converters in addition to the LVDTs.

   2.4.1.1.3      PC BASED OPERATOR INTERFACE

                    The operator interface, [I], consists of a PC, color
                    monitor, cursor positioning device, keyboard, and printer.
                    It can be used as the sole operator interface or as a local
                    maintenance work station with all operator control and
                    monitoring coming from communication links with a plant
                    distributed control system (DCS). Operators use the monitor,
                    cursor positioning device, and keyboard. The keyboard is not
                    necessary. However, the keyboard is convenient for accessing
                    displays with dedicated function keys and adjusting
                    setpoints by entering a numeric value such as 100 mw rather
                    than issuing a manual raise/lower command. The keyboard is
                    primarily used for maintenance such as editing application
                    software or alarm messages. Setpoint and logic commands
                    require an initial selection, such as the command to engage
                    the


<PAGE>

                    turning gear, which is followed by a confirming execute
                    command. The monitor is available in various sizes and
                    types, and it can be used for desktop mounting, packaged as
                    a drop-in insert for a control room console, or mounted in a
                    separate free-standing cabinet.

   2.4.1.1.4      DIRECT SENSOR INTERFACE

                    Mark V input/output (I/O) is designed for direct interface
                    to turbine and generator devices such as thermocouples,
                    RTD's , vibration sensors and flame sensors. Direct
                    monitoring of these sensors eliminates the cost and
                    potential reliability factors associated with interposing
                    transducers and instrumentation. In addition, all of the
                    resultant data visible to the operator from the Mark V
                    operator interface and Distributed Control System (DCS)
                    system via a communication link if desired.

   2.4.1.1.5      BUILT-IN DIAGNOSTICS

                    The Mark V control system has extensive built-in diagnostics
                    and includes "power-up", background and manually initiated
                    diagnostic routines capable of identifying both control
                    panel, sensor, and output device faults. These faults are
                    identified down to the board level for the panel, and to the
                    circuit level for the sensor or actuator component. On-line
                    replacement of boards is made possible by the Mark V's
                    triply redundant design and is also available for those
                    sensors where physical access and system isolation are
                    feasible.

    2.4.1.1.6     GENERATOR INTERFACE AND CONTROL

                    The primary point of control for the generator is though the
                    Mark V operator interface. However, the Mark V is integrated
                    with the EX2000 excitation system over an Arcnet local area
                    network (LAN). Therefore the Mark V is used to control
                    megawatt output and the EX2000 is used to control megavar
                    output. The generator protection panel (GPP) is used to
                    provide primary protection for the generator. This
                    protection is further augmented by protection features
                    located in the EX2000 and the Mark V.

   2.4.1.1.7      SYNCHRONIZING CONTROL AND MONITORING

                    Automatic synchronization is performed by the [X], [Y], and
                    [Z] cards in conjunction with the [R], [S], and [T]
                    controllers. The controllers match speed and voltage and
                    issue a command to close the breaker based on a predefined
                    breaker closure time. Diagnostics monitor the actual breaker
                    closure time and self-correct each command. Another feature
                    is the ability to


<PAGE>

                    synchronize manually via the Mark V operator interface
                    instead of using the traditional synchroscope on the
                    generator protective panel. Operators can choose one
                    additional mode of operation by selecting the monitor mode,
                    which automatically matches speed and voltage, but waits for
                    the operator to review all pertinent data on the CRT display
                    before issuing a breaker close command.

   2.4.1.1.8      ARCHITECTURE

                    The Mark V control configuration diagram depicts several
                    advantages for increased reliability and ease of interface.
                    For example:

                    o Multiple unit control from a single [I] which allows any
                      turbine to be controlled from any [I]

                    o Back-up display wired directly to [R], [S], and [T]
                      controllers

                    o PC interface to plant DCS system

                    o Hard wire protective signal from [R] [S] [T] controllers

                    o Additional protective processors [X], [Y], [Z]

                    The protective block diagram shows the built in
                    redundancy/reliability of the Mark V control system. For
                    example, if there is an overspeed condition requiring a trip
                    of the unit, the first line of defense would be the primary
                    overspeed protection via the [R], [S], and [T] controllers.
                    All three trip signals then pass to the [P] trip card where
                    two out of three voting occurs prior to sending the
                    automatic fuel supply trip signal. The secondary overspeed
                    protection is via the [X], [Y], and [Z] cards which
                    similarly send their independent trip signals to the [P]
                    trip card for voting.

<PAGE>





[GRAPHIC OMITTED]

<PAGE>




[GRAPHIC OMITTED]

<PAGE>

          2.4.1.2   SCOPE OF CONTROL

                    The Mark V control system provides complete monitoring
                    control and protection for Gas Turbine-Generator and
                    Auxiliary systems. The scope of control is broken down into
                    three (3) sections: Control, Sequencing and Protection.

                   --    Control

                         --   Start-up control

                         --   Speed/load setpoint and governor

                         --   Temperature Control

                         --   Guide vane control

                         --   Fuel control

                         --   Generator excitation setpoints

                         --   Synchronizing control (speed/voltage matching)

                         --   Emissions control by one of the following:

                              -    Diluent injection (water)

                              -    Combustion staging for Dry Low NOx (DLN)

                         --   Droop control

                         --   Preselected load control

                         --   Base control

                    The Mark V will be capable of accepting raise and lower
                    pulses from the plant DCS system for load control.

                   --    Sequencing

                         --   GT auxiliary systems (MCC starters)

                         --   Start-up, running and shutdown

                         --   Purge and ignition

                         --   Fuel changeover

                         --   Alarm management

                         --   Synchronizing

                         --   H(2) sequencing (if applicable)

                         --   Maintain starts, trips and hours counters

                         --   Event counters

<PAGE>

                              -    Manually initiated starts

                              -    Fired starts

                              -    Fast load starts

                              -    Emergency trips

                         --   Time meters

                         --   Fired time

                         --   DCS interface (if applicable)

                   --    Protection

                         --   Overspeed, redundant electronic

                         --   Overtemperature (including generator)

                         --   Vibration

                         --   Loss of flame

                         --   Combustion monitor

                         --   Redundant sensor CO(2) fire protection

                         --   Low lube oil pressure, high lube oil temperature,
                              etc.

          2.4.1.3   GAS TURBINE PLANT OPERATING MODES

          2.4.1.3.1 STARTING/LOADING

                    All starting is done automatically, with the operator given
                    the opportunity to hold the start-up sequence at either the
                    crank (pre-ignition) or fire (post-ignition, pre-accelerate)
                    points of the start-up. An "Auto" mode selection results in
                    a start without any holds.

                    Either before issuing a start command, or during the start,
                    the operator may make the following selections:

                    1.   Select or disable the automatic synchronization
                         capability of the Mark V control. Auto synch utilizes
                         the proven microsynchronizer first introduced in the
                         Mark II generation of SPEEDTRONIC. The
                         microsynchronizer provides extremely accurate and
                         repeatable breaker closures based on phase angle, slip,
                         the rate of change of slip and the response time of the
                         breaker which is in the system memory.

                    2.   Select Preselected Load or Base Load. If a selection is
                         made the unit will automatically load to the selected
                         point and control there. If no selection is made the
                         unit will load to a low load referred to as "Spinning
                         Reserve"

<PAGE>

                         automatically upon synchronization; be it automatic or
                         manual. The turbine governor is automatically regulated
                         to maintain the megawatt setting assigned to "Spinning
                         Reserve".

          2.4.1.3.2 OPERATING

                    Once the unit is on line, it may be controlled either
                    manually or automatically from the Mark V control Operator
                    Interface.

                    Manual control is provided by the governor raise/lower
                    control displayed on the operator interface screen.
                    Automatic operation is switched on when the operator selects
                    one of three load points (preselect or base) from the
                    turbine control interface.

                    For a fully automatic start with automatic loading to base
                    load, the operator selects the "Auto" operating mode,
                    enables auto synchronization and selects "Base" load. Given
                    a "Start" signal, the unit will then start, synchronize and
                    load to Base load with no further input on the part of the
                    operator.

          2.4.1.3.3 SHUTDOWN

                    On shutdown, the system will automatically unload and return
                    to turning gear motor operation. The unit will stay on
                    turning gear until an operator turns it off. Note: the
                    operator must insure the unit is sufficiently cool before
                    shutting off turning gear to avoid temporary rotor bow due
                    to heat.

          2.4.1.4   COMMUNICATIONS

                    The open architecture of the [I] processor facilitates a
                    wide range of external communication links. The Mark V's
                    internal Arcnet communication link is isolated from external
                    communication links at the [I] processor.

                    The External communication link utilizes Ethernet with
                    TCP-IP protocol to facilitate transmitting of data with
                    local time tags for alarms and events to the plant level.
                    Ethernet provides high speed 10 mega baud transmission rates
                    combined with TCP-IP which is widely used throughout the
                    world. GE supplies an application layer protocol call GSM
                    (i.e. GEDS Standard Messages) which supports four classes of
                    application level messages.

                    Time synchronization between Mark Vs, and/or between Mark Vs
                    and a DCS enable all time tags to be referenced to a common
                    source. The [I] operator interface is the common reference
                    point within the Mark V control system, and it sends the
                    time synchronization commands to the Mark V controllers

<PAGE>

                    where the individual time tags are assigned. Sites with
                    multiple Mark Vs can have a master [I] for time
                    synchronization with the other [I]s acting as slaves. A
                    failure of the master [I] will initiate an automatic default
                    to one of the slaves as the new master.

                    The [I] operator interface is supplied with 50 ft (15 m) of
                    cable to facilitate convenient location near the Mark V
                    panel. However, the communications link provided allows for
                    remote location of a single interface using up to 1500 ft
                    (457 m) of cable without repeaters or 9600 ft (2926 m) using
                    a fiber optic link without repeaters. Multiple operator
                    interfaces may be used to communicate to a Mark V. This
                    capability changes the maximum allowable distance of a
                    remote operator interface. Cable routing between buildings
                    of this stage link cable requires adequate lightning
                    protection (i.e., fiber optics).

          2.4.1.5   OPERATOR DISPLAYS

                    Two (2) out of the typical forty (40) available displays are
                    shown on the following pages. The first screen is the main
                    menu display. From the main menu all operation/maintenance
                    and user defined screens can be reached. The main menu
                    screen is made up of three (3) major areas:

                   --    List of available displays

                   --    Alarm field shows the three (3) latest unacknowledged
                         alarms (Black band near bottom of screen in the
                         example. Blue is the actual color.)

                   --    Function control keys (bottom of screen)

<PAGE>

                               [GRAPHIC OMITTED]

                    The second screen shown is a typical operating screen. Note
                    that the alarm list and function control key fields are also
                    shown below the primary display field on this screen.
                    Control target values are shown in the primary display
                    field. Selecting and executing commands is very simple. For
                    example, to go to baseload, you would move the cursor to the
                    "Baseload" target and click on it. Then before the control
                    times out, you would move the cursor to the "Execute
                    Command" target and click on it. The "Execute Command" step
                    protects against accidental activation of the wrong command
                    that might occur with a one step (point/click) command.
                    Signals that require an Execute command in order to be
                    activated are:

                   --    Start -- Stop

                   --    Operation Selection

                         --   Off

                         --   Crank

                         -- Fire

                         -- Auto

                         -- Remote

<PAGE>

                   --    Fuel Selection

                         --   Gas

                         --   Distillate (Dist)

                   --    Load Selection

                         --   Preselected Load
                         --   Base

                   --    Guide Vane Control

                         --   Temp Control Off

                         --   Temp Control On

                   --    Governor Type Selection

                         --   Droop (nominal 4%)

<PAGE>

                               [GRAPHIC OMITTED]

                    Interface displays can be in either English or Metric units.
                    Standard operator display language is English.

          2.4.1.6   BACKUP INTERFACE

                    In the unusual event that the operator interface becomes
                    unavailable, a small backup interface is provided on the
                    Mark V cabinet door. It uses a liquid crystal display with
                    two (2) lines of forty (40) characters per line to display
                    key control parameters and alarms. The Mark V accepts
                    operator commands from this backup interface.

          2.4.1.7   PRINTER

                    The standard Mark V operator interface printer is a 240 cps,
                    dot matrix type with these convenient features:

<PAGE>

                   --    Alarm logging

                   --    Event logging

                   --    Historical trip display printing capability

                   --    User defined display printing capability

                   --    Periodic log display printing capability

                   --    CRT screen copy

                    Each alarm and event is logged with a high resolution time
                    tag. Contact inputs are logged to 1 millisecond. Separate
                    alarm queues are maintained for turbine/generator system
                    alarms and for Mark V internal self-diagnostic alarms.
                    System alarms can be silenced, acknowledged and reset
                    locally or from a DCS via a two-way communication link, if
                    desired. Any intermittent alarms can be locked out with a
                    permanent lockout message residing in the alarm queue.

                    If a trip occurs, the historical trip display automatically
                    captures in memory all key control parameters and alarm
                    messages at the time of the trip and at several time
                    intervals preceding the trip. The operator can print the
                    historical trip display when required. A start signal
                    triggers the display to start collecting new data and all
                    previous data is deleted from the current log. Display logs
                    can be saved at any time to a memory buffer.

                    A user-defined display allows selection of any desired data
                    for viewing or printing. The periodic log allows a user to
                    define points to be collected and printed periodically to a
                    printer. The period of each list is defined in minutes, from
                    1 to 10,080 (one week).

          2.4.1.8   DOCUMENTATION

                    Documentation for the Mark V turbine control system consists
                    of two types: unit-specific drawings and instruction books.
                    A unique set of requisition-specific documentation is
                    supplied with each control system and three instruction
                    books are available for the specific needs of each user.

          2.4.1.8.1 REQUISITION SPECIFIC DRAWINGS

                   --    I/O REPORT contains the unit-specific assignment of I/O
                         terminations in the Mark V control panel. This report
                         also has I/O related information such as the signal
                         names.

<PAGE>

                   --    CONTROL SEQUENCE PROGRAM PRINTOUT is a unit-specific
                         printout that shows a functional representation the Big
                         Blocks and sequencing of a particular requisition.
                         Software on the operator interface allows editing and
                         printing of this document from any location.

                   --    OUTLINE DRAWINGS provide an external view of the
                         control panel and primary operator interface. The
                         drawings furnish information needed for handling and
                         installing the equipment.

                   --    CASE LAYOUT DRAWING supplies an internal view of the
                         control panel. The primary purpose of this drawing is
                         to furnish information needed to route interconnect
                         cables.

                   --    CASE WIRING DRAWING defines the factory cabling
                         internal to the control panel case. The drawing's
                         primary purpose is to document the internal wiring for
                         maintenance use.

                   --    CORE DRAWINGS provide an isometric drawing of the core
                         depicting the cards and their respective locations
                         within the core. For each card, the physical location
                         and identification of removable parts, such as
                         connectors and hardware jumpers, are highlighted. The
                         core drawing is placed in a pocket on the inside of the
                         core door.

                    Instruction Books:

                    Three (3) instruction books are provided for the Mark V
                    turbine control system that are designed to meet the special
                    needs of the operators, maintenance personnel, and
                    application engineer.

                   --    For the operator, Mark V User's Manual

                   --    For the maintenance technician, Mark V Maintenance
                         Manual

                   --    For the application engineer, Mark V Application Manual

<PAGE>

          2.4.1.9   SPEEDTRONIC MARK V REDUNDANCY LIST AND I/O

          2.4.1.9.1 REDUNDANT OR MULTIPLE SENSORS

<TABLE>
<CAPTION>
                    DEVICE             PARAMETER              FUNCTION   DEVICE TYPE         QTY     REDUNDANCY
                    ------             ---------              --------   -----------         ---     ----------
<S>                            <C>                            <C>       <C>                 <C>     <C>
                    26QA/T      Lube oil temp high               A/P     temp switch          3          S
                    28FD        Flame detector                   A/P     UV scanner           4          S
                    33FL        Liquid fuel stop valve            M      limit switch         2          S
                    39VX        Vibration sensor                 A/P     velocity pick-up     2          S
                    45FX        Fire detector                    A/P     temp switch         2 #         S
                    63HG        Gas fuel trip oil press          A/P     press switch         3          D
                    63HL        Liquid fuel trip oil press       A/P     press switch         3          D
                    63QA/T      Lube oil hyd press               A/P     press switch         3          S
                    63TF        Inlet filter press               C/P     press switch         3          D
                    65FP        Liquid fuel pump servo            C      3 coil servo         1          D
                    65GC        Gas cont valve servo              C      3 coil servo         1          D
                    77FD        Liquid fuel flow                 C/P     mag. pick-up         3          D
                    77NH        Speed magnetic pick-up            C      mag. pick-up         3          D
                    77NT        Speed magnetic pick-up           A/P     mag. pick-up         3          D
                    77WN        Water flow mag pick-up            C      mag pick-up          4          S
                    90SR        Gas ratio valve servo             C      3 coil servo         1          D
                    90TV        Inlet guide vane servo            C      3 coil servo         1          D
                    96FG-2      Gas fuel cont press               C      transducer           3          D
                    96GC        Gas control valve                 C      LVDT                 2          S
                    96SR        Gas ratio valve                   C      LVDT                 2          S
                    96TV        Inlet Guide Vane                  C      LVDT                 2          S
                    CTDA        Compressor discharge temp         M      TC                   2          S
                    CTIF        Compressor inlet temp             M      TC                   2          S
                    FTGI-x      Fuel gas supply temp              C      TC                   3          D
                    TTWS-x      GT Wheelspace temp               A/P     TC                  2/W         S
                    TTXD-x      GT Exhaust temp                  C/P     TC                 18 ##       D/S

                    -------------------------------
                    Notes:      # All channels/locations except 1 are redundant by means of two sensors per
                                location. The non-redundant location has one sensor.

                                ## The number of exhaust TC's varies with the GT model from 13 to 27. Each
                                control processor reads 1/3 of the TC's directly and then all TC data is
                                shared by all processors.

                    Legend:     S = Shared                   D = Dedicated                 A = Alarm
</TABLE>

<PAGE>

          2.4.1.9.2 NONREDUNDANT (PARTIAL LISTING)

<TABLE>
<CAPTION>
                    DEVICE                 PARAMETER                 FUNCTION      SENSOR              QTY
                    ------                 ---------                 --------      ------              ---
<S>                              <C>                                <C>        <C>                   <C>

                    20FG          Gas fuel trip oil                      C      solenoid valve          1
                    20FL          Liquid fuel trip oil                   C      solenoid valve          1
                    26FD          Liquid fuel temp                       C      temp switch             1
                    26QL/M        Lube oil temp low/moderate             C      temp switch           1 ea
                    26QN          Lube oil temp normal                   P      temp switch             1
                    63AD          Atomizing air differential press       A      press switch            1
                    63FD          Liquid fuel press                     A *     press switch            1
                    63FG          Gas fuel press                        A *     press switch            1
                    63LF1         Liquid fuel filter press               A      press switch            1
                    63QA          Lube oil press                         P      press switch            1
                    63QL          Lube oil press                         P      press switch            1
                    63TK          Exh frame cooling press               A/P     press switch          1/fan
                    63WC          Cooling water press low                A      press switch            1
                    71QH          Lube tank high level                   A      level switch            1
                    71QL          Lube tank low level                    A      level switch            1
                    71WL          Water tank low level                   A      level switch            1
                    96FF-1        Gas fuel low flow press                C      transducer              1
                    96FG-1        Gas fuel supply press                  C      transducer              1

                    * Can be used to initiate a transfer from primary to backup fuel.
</TABLE>

<PAGE>

          2.4.1.9.3 I/O CAPACITY

<TABLE>
<CAPTION>
                                 I/O TYPE                  STD                COMMENTS
                                 --------                  ---                --------
<S>                                                      <C>      <C>

                    Contact inputs                         192     96 paralleled to [R][S][T] & 96 [C]

                                                                   Paralleled to [R][S][T] (TMR only)
                                                                   125 / 24V dc, optical isolation

                    Contact outputs                        120     60 from [R][S][T] & 60 from [C]

                                                                   From [R][S][T] (TMR only)

                    Pulse rate inputs                       19     Mag pu: 6 to each of [R][S][T], 1 parallel

                                                             4     TTL

                                                             6     Mag pu: 2 to each of [X][Y][Z] in P

                    LVDT/R position inputs                  16     7vrms, 3kHz, 70mA excitation

                    Servo valve outputs                      8     3 coil, +/-10,20,40mA (4 channels)

                                                                   3 coil, +/-10,20,40,80,120,240mA (4ch)

                    Vibration         seismic               12     Paralleled to [R][S][T]

                                      acceler.                     Paralleled to [R][S][T]

                    Proximitor        vibration                    Requires special packaging on Simplex

                                      position                     Requires special packaging on Simplex

                                      key phas.                    Requires special packaging on Simplex

                    Thermocouple input                      87     15 to each of [R][S][T] & 42 to [C]

                    RTD inputs                              30     to [C]

                    4-20 mA inputs                          29     15 paralleled to [R][S][T] & others [C]

                    4-20 / 0-1 mA inputs                     1     1 paralleled to [R][S][T] & 8 to [C]

                    4-20 mA outputs                         16     For monitoring from [C]

                    4-20 / 0-200 mA outputs                  2     Valve positioners from [R][S][T]

                    +/- 10V dc inputs                        8     2 to each of [R][S][T] & 2 parallel

                    0 to 5V dc inputs                        6     2 to each of [R][S][T]

                    Flame scanners                           8     335V dc excitation

                    Shaft voltage & currency                 1     1 to [C]

                    PT inputs                                      120vac open delta

                    CT inputs                                      5 amps ac
</TABLE>

<PAGE>

         2.4.1.10   HARDWARE AND SPECIFICATIONS

         2.4.1.10.1 MARK V TURBINE CONTROL PANEL

<TABLE>
<S>                                       <C>

                    Dimensions             54" (1.37 m) wide x 90" (2.29 m) high x 20" (0.51 m) deep

                    Weight                 1200 lbs (544 kg)

                    Type                   NEMA 1, convection cooled

                    Power                  1100W maximum for the Mark V enclosure
                                           Provisions for one (1) dc and one (1) ac source or two (2) ac sources

                    Voltage ranges         100 to 140 V dc
                                           105 to 132 V ac, 47 to 63 Hz
                                           210 to 264 V ac, 47 to 63 Hz
                                           [I] Operator Interface -- nominal load is 7.5 A for the 120 V source.

                    Type                   NEMA 1, convection cooled

                    Access                 Front only

                    Cable entrance         Top or bottom

                    Temperature            Operating: 32 DEG.F to +113 DEG.F (0 DEG.C to +45 DEG.C
                                           Storage: -40 DEG.F to + 158 DEG.F (-40DEG.C to +70DEG.C)

                    Humidity:              5 to 95%, noncondensing

                    Reactive sulfur        10 ppb max

                    Reactive chlorine      10 ppb max

                    Equivalent Static      Vertical 0.67G; Horizontal 1.0G
                    Levels:

                    Seismic Ground Levels  Vertical 0.5G; Horizontal 0.5G

                                           Cabinet meets Uniform Building Code (UBC) Zone 4 requirements

                                           Clarification: The ground seismic accelerations will be amplified by
                                           the intervening structure; thus, the difference above between seismic levels and
                                           static equivalent levels provide for this amplification. These are relatively
                                           conservative; however could be exceeded in a "flexible" installation. All seismic
                                           installations should be reviewed by someone familiar with the dynamics
                                           involved with the final installation.

                    Surge                  per ANSI C37.90A
</TABLE>
<PAGE>
<TABLE>
<S>                                       <C>


                    EMI                    Mobile radio, 5 watt using 27, 150 and 480MHz at 3 ft (1 m), with
                                           doors closed

                    Terminations           Pressure pad type Phoenix terminal boards.

                                           Accepts one (1) #12 AWG or two (2) #14 AWG per point for control I/O. 300 volt,
                                           10 amp rating.

                                           Designed to meet UL, CSA and VDE. Captive screws, dead front for safety, 85%
                                           copper alloy with nickel plating.

                    Grounding              Cabinet ground bar, must be connected to the plant ground grid with a minimum
                                           of #4 AWG.

                    Cabinet steel          0.105" thick (12 gauge), B8A3A sheet, hot roll, low carbon, ATSI 1010.

                    Codes                  Cabinet carries CSA, CE/EMCD and UL labels.

                    Paint                  Exterior and Interior, electrocoat (E-Coat) plating process, color ANSI-70
                                           light gray. E-coat contains no zinc, lead or chrome. Thickness is
                                           approximately 1.5 to 2.0 mils.
</TABLE>



         2.4.2      MOTOR CONTROL CENTERS

                    The motor control center contains circuit protective devices
                    and power distribution equipment to supply electrical power
                    to all packaged power plant devices as defined on the
                    electrical one line diagram. The motor control center is
                    manufactured and tested in accordance with NEMA ICS-2 and UL
                    Standard No. 845. Vertical sections and individual units
                    will be UL (CSA) Labeled where possible. The motor control
                    center is located in the PEECC.

          2.4.3     GENERATOR PROTECTION

          2.4.3.1   GENERATOR PROTECTION PANEL

                    The current generator protection panel is the result of
                    years of research to best meet our customers needs and to
                    upgrade the generator protection panel to incorporate the
                    latest in digital technology. The heart of the generator
                    protection panel is the digital multifunction relay
                    integration with the Mark V turbine control panel.

                    The standard generator protection panel incorporates this
                    features along with generator metering, Watt and Var
                    transducers for turbine control, and bus ground detection.
                    Pre-engineered protective modules such as generator step-up
                    transformer protection and auxiliary transformer protection
                    are not

<PAGE>

                    included in the generator protection panels design. The
                    generator protective panel can also be customized to
                    incorporate protective and monitoring features as required.

                    A simple one-line diagram of the standard generator
                    protection panel is presented on the following page. This
                    one-line is for illustration purposes only. For job specific
                    details see the one-line diagram in the Equipment Drawings
                    chapter of this proposal.

<PAGE>

                                [GRAPHIC OMITTED]

<PAGE>

          2.4.3.2   GENERATOR PROTECTION

                    The Digital Generator Protection is a compact, digital,
                    multiprocessor, space saving, multifunction protection
                    system. It's modular construction allows for easy
                    maintenance. The Digital Generator Protection module
                    provides a wide range of protection, monitoring, control and
                    recording functions for ac generators. It can be used on
                    generators driven by steam, gas and hydraulic turbines. Any
                    size of generator can be protected with the Digital
                    Generator Protection. A high degree of dependability and
                    security is achieved by extensive self diagnostic routines
                    and redundant power supplies.

                    The Digital Generator Protection provides the commonly used
                    protective functions in one package, including 100% stator
                    ground fault detection using 3rd harmonic voltage
                    monitoring. It has adaptive sampling frequency for better
                    protection during startup. The Digital Generator Protection
                    has eight configurable output relays, four trip and four
                    alarm relays.

                    The Digital Generator Protection can record the last 100
                    sequence of events, 120 cycles of oscillography fault
                    recording and the last 3 fault reports. These records and
                    fault reports require connection to a local (customer
                    supplied) PC for displaying of reports.

                    IRIG-B time synchronization capability is available within
                    the Digital Generator Protection Module. To take advantage
                    of this feature, the customer must supply all external
                    equipment.

                    A Man Machine Interface (MMI) with integral keypad, 16
                    character displays, and target LEDs allow easy local user
                    interface for entering settings, display present values,
                    view fault target information and access stored data. Some
                    of the present values that can be displayed are amps, volts,
                    Watts, Vars, power factor, negative sequence, third harmonic
                    level.

                    A front 9 pin RS232 serial ports allow both local and remote
                    computer access. Available options include, serial printer
                    port supplied on the rear, and Sequential trip such as the
                    33ST function for steam turbines. It can be specified to
                    operate with wye-wye or open-delta connected VTs and any
                    phase rotation.

          2.4.3.2.1 GENERATOR LOCKOUT RELAY (86G-1)

                    Trips the generator breaker, the turbine, and the excitation
                    system. This lockout is normally tripped by either one of
                    the three functions 40, 87G or

<PAGE>

                    59GN ( 64G1 ). The reasoning behind this is that if a loss
                    of excitation, or differential, or stator ground fault
                    occurs the structural integrity of the generator may have
                    been compromised and continued operation will potentially
                    lead to more devastating results. The turbine Mark V logic
                    monitors this lockout.

          2.4.3.2.2 BREAKER OR LOCKOUT TRIP COIL MONITOR (74)

                    Monitoring of trip coil circuit integrity is of sufficient
                    concern to warrant the installation of an auxiliary relay
                    and indicating lights for the lockout relays and generator
                    breaker. A high impedance relay 74 is placed in series with
                    the trip coil to be monitored. This relay drops out if
                    either the power source fails (i.e. a fuse blows) or circuit
                    integrity to the trip coil is interrupted. A visual
                    indication is also supplied via a white indication light
                    mounted on the front of the generator protection panel. The
                    contacts from the monitoring relay can go to either the
                    Turbine control panel or customer DCS for alarm

          2.4.3.2.3 GENERATOR BREAKER CONTROL SWITCH WITH STATUS LIGHTS (52G/CS)

                    The generator breaker control is through the Mark V [I]. The
                    52G/CS function provides a way to manually open the
                    generator breaker from the generator protection panel. This
                    breaker control switch is for TRIPPING ONLY, the breaker
                    can't be closed with it.

          2.4.3.2.4 BREAKER DUAL COIL CROSS TRIPPING (94BG)

                    The standard panel has the capability to take full advantage
                    of redundant breaker trip coils when supplied on the
                    breaker. To take full advantage of the redundant breaker
                    coils (if supplied with the breaker) two separate dc sources
                    feed the trip coil circuits. The separation of sources is
                    normally via separate fusing. A high speed, low pickup
                    voltage auxiliary relay 94GB is placed in parallel with each
                    trip coil. Contacts from the relay in trip coil "A" circuit
                    are used to cross trip coil "B" and vice versa.

          2.4.3.2.5 SYNCHRONIZING UNDERVOLTAGE RELAYS (27BS-1,2)

                    Undervoltage conditions can be present in a system due to
                    faults to ground, sudden energization of a considerable load
                    onto a loaded system, primary and backup regulator failure,
                    and when running up or coasting to a stop. The 27BS-1, and 2
                    are used with the Mark V synchronizing scheme to provide
                    additional inputs to help determine whether the generator
                    can be synchronized

<PAGE>

                    to a live or dead station bus. The Mark V logic alarms when
                    undervoltage conditions are present after the breaker has
                    closed.

          2.4.3.2.6 GENERATOR DIGITAL METER (DMM)

                    This single meter provides the following functions:

                    1.   VM - Generator Volts: 1-2, 2-3, 3-1

                    2.   AM - Generator Amps: Phases 1,2,3 and Neutral

                    3.   MWATTS - Generator MegaWatts

                    4.   MVAR - Generator MegaVARs

                    5.   FM - Generator frequency

                    6.   MVA - Generator MVA

                    7.   PF - Generator Power Factor

                    8.   MWH - Generator MegaWatt-Hours

                    9.   MVAH - Generator MVA Hours

          2.4.3.2.7 BUS GROUND FAULT (59BN)

                    This protection scheme is designed to protect the system
                    (station bus) from faults to ground. The synchronous
                    generator is connected through a breaker to a step-up
                    transformer. The low voltage side of this transformer is
                    usually connected in a delta configuration. If one phase of
                    the system should go to ground, virtually no fault current
                    would flow. However, voltage reference in the delta
                    connection will be fixed at the ground fault location
                    causing the voltage vectors to be shifted. One set of PT's
                    connected in a Wye - Broken Delta configuration, in
                    conjunction with an overvoltage 59BN relay, are used to
                    detect such a fault.

          2.4.3.2.8 DC BLOWN FUSE PROTECTION (74)

                    Each lockout tripping circuit is fused independently in the
                    generator protection panel. If the fuse of a particular
                    tripping bus is blown, the associated protective relays
                    cannot trip the lockout relay. The intent of this function
                    is to alert the operator when the dc voltage to the tripping
                    bus is lost. This loss of dc can be a result of either a
                    blown fuse or incoming dc source failure/low level.

<PAGE>

          2.4.3.2.9 TRANSDUCERS (96GW1, GG1)

                    The main purpose of these transducers is to provide power
                    feedback to speed governing control in place of the
                    conventional fuel command feedback. The cases when this
                    function is required are:.

                   --    Constant Settable Droop (Gas Turbine of "Load
                         reference")

          2.4.3.3   MARK V INTEGRATION

                    In addition to the relaying mounted in the generator
                    protection panel, the Mark V handles protection such as
                    generator temperature protection (49), synchronizing check
                    (25A), backup frequency and reverse power. Generator control
                    and monitoring is primarily accomplished via the Mark V
                    operator interface. The Mark V handles manual and
                    auto-synchronizing, speed raise/lower, voltage raise/lower,
                    and generator breaker control. The Mark V operator interface
                    also displays frequency and voltage for the generator and
                    bus, breaker status, field current and voltage, along with
                    the status of permissive. For the gas turbines connected to
                    a generator breaker, the Mark V auto/manual synchronizing
                    module will be capable of synchronizing across the generator
                    breaker and line breaker.

          2.4.3.4   OPTIONAL PROTECTIVE FEATURES

                    The following additional protective features are
                    incorporated into a customized Generator Protective Panel.
                    This panel will be larger than the standard standard
                    generator panel.

          2.4.3.4.1 SYSTEM BACKUP DISTANCE PROTECTION (21)

                    The distance relays are typically used instead of
                    overcurrent with voltage restraint when the lines leaving
                    the station bus have distance or pilot relay protection
                    schemes and the generator ties the station bus through a
                    step-up transformer.

                    This protection scheme is designed to protect the generator
                    from faults in the adjacent system which are not cleared by
                    the first line relays. It is used in lieu of 51V (system
                    phase fault over current relays with voltage restraint).

          2.4.3.4.2 REVERSE/INADVERTENT ENERGIZATION PROTECTION (50RE/86RE)

                    This is also sometimes called: Accidental Energization, Back
                    Energization. Prior to the generator achieving rated speed,
                    the Mark V arms/enables the trip

<PAGE>

                    circuit ( using 14HS, i.e. 95% speed ) of the overcurrent
                    relay. A normally closed TMR contact is utilized in the Mark
                    V for maximum reliability both during normal operation and
                    during shutdowns ( i.e. Mark V powered down ). When the
                    turbine is above 95% speed the Mark V disarms the
                    overcurrent relay trip circuit, allowing the unit to be
                    synchronized.

                    An additional independent lockout 86RE is included to allow
                    the 86G fuses to be removed while the unit is shut down. The
                    trip contacts from the 86RE should trip customer upstream
                    breakers since the generator breaker trip coil may be
                    disabled (i.e. fuses removed during maintenance).

                    This protection scheme protects against inadvertent breaker
                    closure while the unit is at standstill, running up or down
                    in speed. One (1) three phase instantaneous overcurrent
                    relay 50RE is supervised by frequency/turbine speed
                    controlled outputs from the Mark V.

          2.4.3.4.3 VOLTAGE BALANCE PROTECTION (60)

                    The 60 relay is used in this protection scheme is designed
                    to prevent the misoperation of protective relays and/or
                    regulator in the event of PT signal loss. In the event a
                    potential transformer fuse is blown or the PT voltage is
                    lost for any reason, the excitation ac regulator and certain
                    relays may operate incorrectly. (See Note below.) The relay
                    is operational only when the generator breaker is closed.
                    Both set of contacts ("a" and "b") are monitored by the
                    turbine control panel. If the 60 relay indicates a blown
                    fuse, the turbine panel will alarm and appropriate relay's
                    trips are blocked.

                    NOTE: The EX2000 has its own internal logic to transfer from
                    auto regulator to manual regulator in the event of a loss of
                    its PT feedback signal. So the "b" contact from the 60 relay
                    would not be required in that application. Also the DGP
                    relay has a VTFF ( voltage transformer fuse failure )
                    function that may be used for transfer or blocking functions
                    if it is connected to the appropriate PT's. Finally, several
                    of the functions that the 60 relay is normally used for
                    (e.g. blocking the 40, 51V and 32 ) are functions that are
                    in the DGP. The DGP software automatically disables these
                    functions if it detects a loss of its PT input signal.

          2.4.3.5   ELECTRICAL SYSTEM INTEGRATION STUDY

                    All necessary studies and calculations required to integrate
                    the generator panel into the electrical system, including
                    short circuit, load flow, installation and protective device
                    coordination studies are by Owner.

<PAGE>

          2.4.4     EX2000 DIGITAL EXCITATION SYSTEM

          2.4.4.1   EX2000P DIGITAL, STATIC VOLTAGE REGULATOR FOR BUS FED
                    EXCITATION

                    The EX2000P is a digital, static, potential source
                    excitation system, utilizing the latest hardware and
                    software technology. To meet customer and operational
                    requirements, a full range of control and protection
                    functions are available for the product. A simplified
                    one-line diagram of the EX2000P with Hot Backup is shown
                    below.

                               [GRAPHIC OMITTED]

                    The EX2000P system comes equipped with a full-wave,
                    inverting, thyristor bridge which supplies excitation power
                    to the rotating field winding of the main AC generator. In
                    addition, all control and protective functions are

<PAGE>

                    implemented in the system software. Digital technology
                    coupled allows the EX2000P to maintain 99.98% availability.

                    The EX2000P is comprised of four basic components: 1) Power
                    Conversion Module; 2) Digital Controller; 3) Excitation
                    Transformer; and 4) Communication (ARCNET) Interface. The
                    following briefly describe these basic components.

          2.4.4.1.1 POWER CONVERSION MODULE

                    A three phase, full-wave, inverting thyristor bridge is the
                    standard power conversion module for EX2000P digital
                    exciters. The inverting bridge provides both positive and
                    negative field forcing voltage for optimum performance.
                    Negative forcing provides fast response for load rejection
                    and de-excitation. Software changes of the firing circuits
                    can be made to suppress negative forcing if it is not
                    required for the system application. The standard current
                    capability of the bridge is 6% above the calculated rated
                    full load field current of the generator.

                    The thyristor bridge assembly is forced air cooled. These
                    blower assemblies are all energized during normal operation.
                    Thermostats are used to monitor the power conversion module
                    temperature. An alarm is provided for a high temperature
                    level and a trip at an even higher temperature level.

          2.4.4.1.2 EXCITATION TRANSFORMER

                    The excitation transformer is more commonly referred to as
                    the input Power Potential Transformer (PPT). It is in a
                    separate enclosure from the exciter. The power to the
                    transformer can be obtained a station auxiliary bus. The
                    purpose of this transformer is to step the voltage down to
                    the required level for the excitation system.

                    With the use of a regulator in the static exciter, it is not
                    necessary to specify transformer full capacity taps, above
                    and below normal, on the primary winding. The transformer
                    rating is chosen so that the transformer can deliver the
                    excitation required for the application at 105% rated
                    generator terminal voltage on a continuous basis

          2.4.4.1.3 DIGITAL CONTROLLER

                    The Digital Controller consists of five printed wire boards
                    mounted on the front door of the Power Conversion Module.
                    The cards included are the Main

<PAGE>

                    Processor Card, Microprocessor Application Card, Power
                    Supply and Instrumentation Card, Power Connect Card and LAN
                    Communications Card

          2.4.4.1.4 COMMUNICATION (ARCNET) INTERFACE

                    For communications to the EX2000P, GE uses an ARCNET (local
                    area network) controller with modified ARCNET drivers. The
                    ARCNET controller adheres to standard ARCNET protocol

          2.4.4.1.5 FEATURES AND FUNCTIONS

                    The exciter is enclosed in a NEMA-I stand alone enclosure
                    and contains the SCR power conversion module and regulator
                    with all standard control and protection functions, and
                    auxiliary functions such as de-excitation module, DC field
                    flashing module, and shaft voltage suppression circuit.
                    Standard features and functions and features included with
                    the EX2000P are listed below.

        2.4.4.1.5.1 INTERFACE WITH THE GE SPEEDTRONIC MARK V TURBINE CONTROL
                    SYSTEM

                    The connection between the EX2000 and Mark V is accomplished
                    through a coaxial cable on the ARCNET LAN. Therefore, the
                    Mark V provides a digital window into the EX2000 through
                    which all pertinent variables can be monitored and
                    controlled (See Typical Mark V display - EX2000 variables).
                    Any or all of the following functions can be provided:

                   --    Voltage matching

                   --    VAR/PF controller

                   --    Selection of automatic or manual regulator

                   --    Raise/lower of the active regulator set-point

                   --    Enter set-point command

                   --    Start/stop

                   --    Field volts, amps and transfer volts

                   --    Status and alarms

                   --    Field temperature

<PAGE>

                               [GRAPHIC OMITTED]

        2.4.4.1.5.2 DE-EXCITATION MODULE

                    Consisting of a thyristor and inductor for discharge of
                    stored field energy during unit shutdown or overvoltage
                    conditions

        2.4.4.1.5.3 AC DISCONNECT

                    No load break disconnect switch to disconnect the EX2000
                    rectifier from the PPT.

        2.4.4.1.5.4 SURGE PROTECTION

                    Including AC line-to-line RC filters sized to limit
                    commutation overshoot voltage on the thyristors.

<PAGE>

        2.4.4.1.5.5 THYRISTOR BRIDGE CONDUCTION MONITOR

                    Detects loss of thyristor current conduction due to a blown
                    fuse, open or shorted thyristor, or faulty firing circuits.

        2.4.4.1.5.6 BUILT-IN DIAGNOSTIC DISPLAY PANELS

                    If a problem occurs, a fault code appears in the programmer
                    displays. A 10 character alphanumeric diagnostic display
                    with keypad is provided in each exciter bridge/control core
                    of the exciter.

        2.4.4.1.5.7 AUTOMATIC VOLTAGE REGULATOR (AVR)

                    Provides automatic control of generator terminal from no
                    load to full rated load.

        2.4.4.1.5.8 MANUAL VOLTAGE REGULATOR (FVR)

                    Provides manual control of generator field excitation.

        2.4.4.1.5.9 SOLID STATE AUTOMATIC AND MANUAL REGULATOR REFERENCE
                    ADJUSTERS

                    Allow each regulator reference set-point to increase or
                    decrease in response to "Raise" and Lower" signals from the
                    operator. The settings of the upper and lower limits and
                    up/down ramp times are adjustable.

       2.4.4.1.5.10 AUTOMATIC AND MANUAL REFERENCE FOLLOWERS

                    Adjust the non-active regulator output to automatically
                    track the active regulator.

       2.4.4.1.5.11 VOLTS/HERTZ PROTECTION (24EX)

                    This function serves as backup to the Volts/Hertz Limiter.

       2.4.4.1.5.12 GENERATOR TIME OVERVOLTAGE (59EX)

                    This function monitors the generator armature voltage and
                    will initiate an alarm and or a trip signal upon detecting
                    an acceptably high voltage.

<PAGE>

       2.4.4.1.5.13 BRIDGE AC VOLTAGE INPUT PHASE VOLTAGE UNBALANCE ALARM

                    This function will initiate an alarm if the bridge AC input
                    phase has excessive line dip or imbalance which persists to
                    long.

       2.4.4.1.5.14 BRIDGE AC INPUT PHASE UNBALANCE (47EX)

                    This function will initiate a trip if the bridge AC input
                    phase has excessive line dip or imbalance persists to long.

       2.4.4.1.5.15 REACTIVE CURRENT COMPENSATION (RCC)

                    Voltage droop for sharing reactive current between
                    paralleled machines or "line drop" compensation for
                    regulating voltage at some point remote from the generator
                    terminals.

       2.4.4.1.5.16 SHAFT VOLTAGE SUPPRESSOR

                    Limits shaft voltage caused by thyristor commutation to aid
                    in protecting generator journals and bearings against shaft
                    currents caused by the excitation system..

       2.4.4.1.5.17 DUAL SOURCE INTERNAL POWER SUPPLY

                    The 125 VDC battery supply and an internal ac supply fed
                    from the PPT are applied to this power supply. Should loss
                    occur in either of these sources, the power supply will
                    utilize the available source without interrupting exciter
                    operation.

       2.4.4.1.5.18 GENERATOR FIELD FLASHING

                    Application circuit - utilizing station battery supply to
                    flash the field.

       2.4.4.1.5.19 GENERATOR FIELD GROUND DETECTOR (64F)

                    Utilizing square wave modulation, this detector sweeps over
                    the entire field windings so that there are no dead bands,
                    detecting field leakage current between any point in the
                    field windings and ground.

       2.4.4.1.5.20 SOFT STARTUP

                    Automatic startup sequencing provides a soft start when
                    flashing under AVR control with negligible terminal voltage
                    overshoot during startup.

<PAGE>

       2.4.4.1.5.21 GLOBAL ALARM (30EX)

                    Contact output indicating exciter trouble.

       2.4.4.1.5.22 EXCITER TRIP (94EX)

                    Contact output simultaneous trip request indicating exciter
                    failure. Typically used to trip 86G.

       2.4.4.1.5.23 VT DISCONNECT AND CT SHORTING BLOCKS

                    Used to isolate the VT and CT feedback signals from the
                    voltage regulator.

       2.4.4.1.5.24 GENERATOR VOLTAGE SENSING

                    All three phases of the generator VT are monitored and used
                    in regulating generator volts.

       2.4.4.1.5.25 GENERATOR CURRENT SENSING

                    Phase A and C of the generator CT's are used for regulating
                    and monitoring generator current.

       2.4.4.1.5.26 GENERATOR SIMULATOR FOR EXCITER OPERATOR TRAINING AND
                    PROTECTION SETUP

                    For use when the generator is not operating.

       2.4.4.1.5.27 POWER SYSTEM STABILIZER (PSS)

                    This function is incorporated into the exciter system
                    software. A signal representing the integral of accelerating
                    power is introduced into the automatic voltage regulator
                    algorithm to increase the generators ability to produce and
                    transmit large power levels in a stable manner by reducing
                    low frequency rotor oscillations

       2.4.4.1.5.28 PROTECTION MODULE

                    This module is separate from the main controller and serves
                    as a backup to the limiters located within the controller.
                    The protection module allows the separation of control and
                    protection into two separate systems. The output of the
                    protection package drives contacts that are used for
                    transfer to backup (hot backup) and alarm (30EX), or trip
                    purposes (94EX). The protection features provided are as
                    follows:

<PAGE>

                   --    Volts/Hertz, Dual Level (24EX)

                   --    Generator Overvoltage (59EX)

                   --    Off/On-Line Overexcitation (76EX)

                   --    Bridge AC Phase Unbalance (47EX)

                   --    Loss of Excitation (40EX)

       2.4.4.1.5.29 LOSS OF EXCITATION (40EX)

                    Loss of excitation (or loss of field) results in loss of
                    synchronism and operation of the generator as an inductive
                    machine

       2.4.4.1.5.30 SPARE POWER CONVERSION MODULE TO SERVE AS HOT BACKUP

                    For those applications where the customer requires
                    redundancy, the "Hot Backup" option is provided. This
                    feature utilizes a complete digital controller and rectifier
                    bridge as a backup to the primary controller and bridge.
                    During normal operation, the Hot Backup module receives the
                    same input as the primary module, but its output feeds a
                    small dummy load as opposed to the generator field.

                    If the protection module senses a condition that would
                    normally initiate a trip signal, it will force a transfer to
                    the Hot Backup module before the trip contact is necessary.
                    The transfer to Hot Backup is "on-the-fly" in the sense that
                    the transfer occurs with the generator on-line and does not
                    affect generator output

       2.4.4.1.5.31 SECOND DC FIELD CONTACTOR

                    Field interrupting dc contactor in the hot backup rectifier
                    bridge output dc-positive line.

       2.4.4.1.6    PERFORMANCE

                    The EX2000P bus fed excitation system is a High Initial
                    Response (HIR) potential source exciter based on IEEE std
                    421.5 (will reach 95% ceiling generator field voltage in
                    less than 100ms.)

       2.4.4.1.7    ELECTRICAL SYSTEM INTEGRATION

                    All necessary studies and calculations required to integrate
                    the EX2000 into the Owners electrical system, including
                    short circuit, load flow, insulation,

<PAGE>

                    protective device coordination studies, and power system
                    stabilizer studies are by Owner.

--------------------------------------------------------------------------------

2.5      OTHER GAS TURBINE FEATURES

          2.5.1     GAS TURBINE PERFORMANCE MONITORING INSTRUMENTATION

                    --    Compressor bellmouth static and differential pressure
                         transmitters

                    --    Compressor inlet RTDs

          2.5.2     GENERATOR LINE-SIDE COMPARTMENT DRAWOUT PTS

                    --    Excitation (1 set)

                    --    Relaying (1 set)

          2.5.3     STATIC START SYSTEM

          2.5.3.1   OPERATION

                    Using existing ac drive technology, GE will furnish a
                    Load-Commutating Inverter(LCI) adjustable frequency drive as
                    the starting means for the gas turbine.

                    The static starting system can accelerate the gas
                    turbine-generator without imposing high inrush currents with
                    resulting voltage disturbance on the A.C. station service
                    line. This system will provide variable frequency power
                    directly to the generator terminals, using the generator as
                    a synchronous motor to start the gas turbine. The generator
                    will be turning at approximately 4 RPM, via a low speed
                    turning gear, prior to starting. With signals from the
                    turbine control, the LCI will accelerate or decelerate the
                    generator to a self sustaining speed required for purge,
                    light-off , waterwash etc. Deceleration is a coast-down
                    function.

                    Starting excitation is provided by GE's EX2000 excitation
                    system

                    Conventional, 3-phase , 12-pulse bridge circuits are used
                    for the rectifier and inverter and are connected through a
                    dc link inductor. A transformer provides 3-phase power,
                    impedance for fault protection, and electrical isolation
                    from system disturbances to ground.

<PAGE>

                    The drive system protective strategy is to provide a high
                    level of fault protection for the major equipment. The
                    protective relaying includes phase overcurrent, ground fault
                    and motor protection. The rectifier inverter will include
                    voltage surge protection and full fault suppression
                    capability for internal faults or malfunctions. A drive
                    system monitor and diagnostic fault indications continuously
                    monitor the condition and operation of the LCI.

                    The following equipment is provided as part of the static
                    start system:

          2.5.3.2   LOW SPEED TURNING GEAR

                    The gear assembly is located on the collector end of the
                    generator and is used for slow speed operation (approx. 4
                    RPM), cooldown and standby turning and rotor breakaway
                    during startup.

          2.5.3.3   POWER CONVERSION EQUIPMENT

                    The LCI power conversion equipment is mounted in a NEMA 4
                    ventilated enclosure and consists of the following:

                   --    One (1) 12-pulse converter with series redundant
                         thyristor cells to rectify ac line power to controlled
                         voltage dc power.

                   --    One (1) inverter with series redundant cells to convert
                         dc link power to controlled frequency ac power.

                   --    Cooling Fan and Electrical Filter Compartment: Two (2)
                         ventilation fans are provided to cool the inverter
                         section. The dc filters provide protection from voltage
                         spikes as well as providing sufficient latching current
                         to turn on the SCR's.

                   --    Control Panel

                    The control panel is located in a NEMA 1 enclosure. It
                    contains the microprocessor system control logic for firing,
                    drive sequencing, diagnostics and protective functions,
                    acceleration (ramping function), excitation system interface
                    and input/output signal interfacing. Door mounted panel
                    meters and operator devices are also provided.

          2.5.3.4   DC LINK REACTOR

                    The dc link is a dry-type air-core reactor, convection
                    cooled, located in an outdoor protective enclosure.

<PAGE>

                    It is electrically connected between the converter and the
                    inverter. The inductor helps smooth the dc current to
                    eliminate coupling between the frequencies of the converter
                    and inverter. The dc link also provides protection during
                    system faults by limiting the current.

                    Reactor rating is as follows:

                    --    890 amps dc continuous,

                    --    Inductance - 20 millineries

                    --    5000v to ground

                    --    Momentary fault capacity of 13,000 amperes and braced
                          to withstand 30,000 amperes peak asymmetrical fault
                          for 1/2 Hz

                    --    Class H insulation

          2.5.3.5   FUSED CONTACTOR (4160 VOLT)

                    Contains 4160 volt fused contactor for circuit isolation
                    under normal conditions. The fuse is rated to interrupt the
                    current if a fault occurred in the inverter section during
                    startup.

          2.5.3.6   ISOLATION TRANSFORMER

                    The isolation transformer is an oil-filled type and is
                    located in an outdoor weather-protected enclosure. It
                    provides electrical isolation and impedance for system
                    protection against notching and harmonic distortion. The
                    transformer is designed for service with a three phase,
                    twelve pulse power converter connected to the secondary
                    winding.

                    One transformer is provided for each two gas turbine-
                    generators.

                    Transformer rating as follows:

                    --    5500 KVA, 4160V pri-4160 / dual 480VAC sec

                    --    1250 KVA exciter winding- 515v, 3 phase, 60 hz

                    --    Impedance   6%

                    --    Ambient     30DEG.C average, 50DEG.C maximum

                    --    Altitude    3300 ft above sea level

<PAGE>

                    --    Delta connected primary, BIL 95 KV

                    --    Wye connected secondary

                    --    Delta connected exciter winding

                         --   BIL 60 KV

                         --   Continuous voltage to ground

                         --   5.2 KV

          2.5.3.7   MOTORIZED DISCONNECT SWITCH

                    Each static start motor-operated generator three pole
                    disconnect switch is rated at 18 KV, 1250 A continuous, 80
                    KA momentary, no load break. They are separately mounted and
                    is electrically connected between the inverter and the feed
                    for the generator stator.

                    TURBINE CONTRACT APPENDIX A-2

<PAGE>


                            4. COMPONENT PERFORMANCE

------------------------------------------------------------------------------
4.1  ESTIMATED GAS TURBINE PERFORMANCE






<PAGE>

TURBINECONTRACT APPENDIX A-4 COVER








<PAGE>

TURBINE CONTRACT APPENDIX A-4


[*] The following four (4) pages have been omitted and filed separately with
    the Securities and Exchange Commission as part of a Confidential Treatment
    Request.


<PAGE>








                              6. PERFORMANCE CURVES


-------------------------------------------------------------------------------
6.1      TURBINE AND GENERATOR PERFORMANCE CURVES


6.1.1    GAS TURBINE CURVES

<TABLE>
<CAPTION>
                                                CURVE                                NUMBER            DATE
<S>                                                                                <C>             <C>
                   Estimated Single Unit Performance, Base (gas fuel)              522HA851          4/17/98

                   Compressor Inlet Temperature Corrections, Base (gas fuel)       522HA852          4/17/98

                   Modulated Inlet Guide Vane Effect (gas fuel)                    522HA853          4/17/98

                   Estimated Single Unit Performance, Base (oil fuel)              544HA223          5/26/99

                   Compressor Inlet Temperature Corrections, Base (oil fuel)       544HA225          5/26/99

                   Modulated Inlet Guide Vane Effect (oil fuel)                    544HA224          5/26/99

                   Altitude Correction Factor for Turbine                          4l6HA662A         4/24/90

                   Humidity Effects Curve                                          498HA697B         10/10/89
</TABLE>

6.1.2    GAS TURBINE HYDROGEN COOLED GENERATOR PERFORMANCE CURVES

<TABLE>
<CAPTION>
                                                CURVE                                NUMBER
<S>                                                                                <C>
                   Estimated Saturation and Synchronous Impedance Curve            80203G1-1

                   Estimated Generator Reactive Capability Curve                   80203G1-2
</TABLE>


<PAGE>

<TABLE>
<S>                                                                                <C>
                   Estimated Excitation V Curve                                    80203G1-3

                   Generator Output as a Function of Cold Gas Temperature          80203G1-7A

                   Generator Output as a Function of Cold Liquid Temperature       80203G1-7B

                   Voltage - Frequency Capability Curve                            80203G1-VF
</TABLE>

6.1.3    GAS TURBINE STARTUP CURVES AND DURATION CURVE

<TABLE>
<CAPTION>
                                                CURVE                               NUMBER
<S>                                                                                <C>
                   Typical 7FA Gas Turbine Startup Curve

                   LCI Start

                   DLN 2.6
</TABLE>


6.1.4    GAS TURBINE ALLOWABLE LOAD CHANGE RATES

               During normal load, the unit can be loaded from FSNL to base load
               in 12 minutes. During fast load, the unit can be loaded from FSNL
               to base load in 4 minutes.


<PAGE>

The following is a description of information which cannot be submitted
electronically:

APPENDIX 6 - PERFORMANCE CURVES

GENERAL ELECTRIC MODEL PG7241(FA) GAS TURBINE

Page 4.2      Estimated Performance - Configuration: DLN Combustor
              Compressor 59 F (15 C), 60% Relative Humidity Atmospheric Pressure
              14.7 psia (1.013 bar)

Page 4.3      Effect of Compressor Inlet Temperature on Output, Heat Rate, Heat
              Consumption, Exhaust Flow and Exhaust Temperature at Baseload

Page 4.4      Effect of Inlet Guide Vane on Exhaust Flow and Temperature As a
              Function of Output and Compressor Inlet Temperature

GENERAL ELECTRIC GAS TURBINE ALTITUDE CORRECTION FACTOR

Page 4.5      Altitude Vs Atmospheric Pressure And Altitude Vs Correction Factor
              For Gas Turbine Output and Fuel Consumption

GENERAL ELECTRIC MS6001, MS7001 AND MS9001 GAS TURBINES

Page 4.6      Corrections to Output and Heat Rate For Non-Iso Specific Humidity
              Conditions For Operation At Base Load On Exhaust Temperature
              Control Curve

ESTIMATED SATURATION AND SYNCHRONOUS IMPEDANCE CURVES

Page 4.7      198900 KVA - 3600 RPM - 18000 VOLTS - 0.90 PF
              335 FLD VOLTS - 45 C COLD GAS - 30 PSIG H2

ESTIMATED REACTIVE CAPABILITY CURVES

Page 4.8      198900 KVA - 3600 RPM - 18000 VOLTS - 0.90 PF
              335 FLD VOLTS - 45 C COLD GAS - 30 PSIG H2

ESTIMATED EXCITATION V CURVES

Page 4.9      198900 KVA - 3600 RPM - 18000 VOLTS - 0.90 PF
              335 FLD VOLTS - 45 C COLD GAS - 30 PSIG H2

GENERATOR OUTPUT AS A FUNCTION OF COLD GAS TEMPERATURE

Page 4.10     198900 KVA - 3600 RPM - 18000 VOLTS - 0.90 PF
              335 FLD VOLTS - 45 C COLD GAS - 30 PSIG H2

GENERATOR OUTPUT AS A FUNCTION OF COLD LIQUID TEMPERATURE

Page 4.11     198900 KVA - 3600 RPM - 18000 VOLTS - 0.90 PF
              335 FLD VOLTS - 45 C COLD GAS - 30 PSIG H2

PG7241FA GAS TURBINE TYPICAL STARTUP CHARACTERISTICS (@ISO CONDITIONS; NG FUEL)


TURBINECONTRACTAPPENDIXA-6
<PAGE>




       7.     DIVISION OF RESPONSIBILITY/SUPPLY BY OTHERS



       To provide a complete operational installation, additional equipment and
       services not included in this proposal must be provided by the customer
       or the installer. These include, but are not limited to, the following:

7.1    CIVIL



       -      Foundation design and construction with all embedments including
              sub-sole plates, anchor bolts, and conduit

       -      Grounding grid and connections

       -      Necessary drainage, including sumps and piping

7.2    MECHANICAL


       -      Gas fuel in accordance with GEI-41040, Process Specification Fuel
              Gases for Combustion in Heavy-Duty Gas Turbines (see Reference
              Documents chapter)

              -      Gas fuel heated to 50 o F above its dew point.

              -      Gas supply shutoff valve located remotely from the unit

       7.2.1  CUSTOMER GAS FUEL SYSTEM SUPPLY REQUIREMENTS

              1.     The gas fuel pressures specified in this document are
                     referenced to FG1. This point identifies the purchaser
                     connection as shown on the Purchaser Connection Drawing.

              2.     The fuel gas delivered to the turbine is to meet the most
                     recent revision of the Process Specification Fuel Gases For
                     Combustion in Heavy-Duty Gas Turbines - GEI-41040.

              3.     Maximum supply pressure excursions are limited to either 1%
                     per second ramp or 5% step. The 1% per second ramp is
                     applicable over the range of minimum pressure requirement
                     to maximum operating pressure. The 5% step is applicable
                     over the range of minimum


<PAGE>

                     pressure requirement to 95% of maximum operating pressure
                     and with a maximum of one 5% step change in 5 seconds.

              4.     Provide over-pressure protection, (including safety valve
                     accumulation), such that the maximum mechanical design
                     pressure is not exceeded at FG1.

       -      FUEL SUPPLY PRESSURE REQUIREMENTS


<TABLE>
<CAPTION>
                       MEASUREMENT                                VALUE
<S>                                                               <C>
Model Series                                                      PG7241

Combustor                                                         DLN 2.6

Maximum Mechanical Design Pressure psig (kPa)                       575

Maximum Operating Pressure psig (kPa)                               475

Minimum required pressure psig (kPa)                                415

Maximum temperature at minimum pressureDEG.F(DEG.C)                 120

Customer fuel modified Wobbe Index                                LATER
</TABLE>

NOTES:

1.     The minimum pressure is specified at FG1 with respect to the model
       series, fuel temp, ambient conditions, combustor, and customer design
       fuel.

2.     Maximum mechanical design pressure is specified to provide over-pressure
       protection, (including safety valve accumulation), such that the maximum
       mechanical design pressure value is not exceeded at FG1.

3.     Maximum operating pressure refers to the maximum turndown capability of
       the speed ratio valve.

4.     Minimum pressure required is referenced to the coldest ambient
       temperature and the maximum fuel temperature. This value is applicable
       across the range of operation.

5.     Minimum fuel temp required superheat above the hydrocarbon dewpoint at
       FG1 is quoted in GEI41040.

6.     The Modified Wobbe Index allowable variation from that quoted in the
       table is +/- 5%.


<PAGE>

                                [GRAPHIC]

       -      Liquid fuel in accordance with GEI-41047, Gas Turbine Liquid Fuel
              Specifications (see Reference Documents chapter)

              -      Storage tank(s), fuel forwarding and piping to the liquid
                     fuel atomizing air skid inlet

              -      Piping from the skid outlet to the turbine inlet connection

              Note:  Customer shall provide fuel analyses of actual operating
                     fuel(s) 30 days prior to the first fire of the gas turbine

       -      Distillate fuel forwarding skid

       -      Mineral lube oil in accordance with GE Lube Oil Recommendations
              (see Reference Documents chapter)

       -      Inlet System

              -      Inlet heating interconnecting piping

       -      Exhaust System

              -      Exhaust duct/stack


<PAGE>

              -      External exhaust system finish paint including any tie
                     coats

       -      Demineralized water for the water injection system in accordance
              with the following:



<TABLE>
<S>                                                                      <C>
            Total solids                                                  5 ppm max

            Total trace metals: sodium + potassium +                    0.5 ppm max
            lithium + vanadium + lead)

            pH                                                            6.5 - 7.5
</TABLE>


       -      Where contaminants are present in the water, the total limits in
              the fuel, water and air should be controlled such that the total
              concentration equivalent in the fuel (from all sources) conforms
              to the following limits:

<TABLE>
<CAPTION>
                            CONTAMINANT                             MAX. EQUIVALENT
                                                               CONCENTRATION (PPM-WEIGHT)
<S>                                                            <C>
            Sodium plus Potassium plus lithium                            1.0

            Lead                                                          1.0

            Vanadium                                                      0.5

            Calcium                                                       2.0
</TABLE>


       -      The water quality requirement can generally be satisfied by
              demineralized water.

-      Coolant in accordance with GE cooling system specifications for gas
       turbine lubrication, turbine supports, atomizing air and generator
       cooling systems (see Reference Documents chapter)

-      Vent and drain piping or ducting, as needed

-      Unit walkways by GE

-      Water for compressor cleaning system in accordance with GEK-103623, Gas
       Turbine Compressor Washing--Liquid Washing Recommendations (see Reference
       Documents chapter)

-      Starting System

       -      LCI heat exchanger piping

       -      LCI system cables


<PAGE>

       -      LCI isolation transformer breaker and protection

       -      Start-up PPT overcurrent relays

-      Miscellaneous Systems

       -      Station instrument air

       -      Station instrument air for start-up

       -      Interconnecting piping between the accessory compartment and
              liquid fuel/atomizing air skid

       -

7.3      ELECTRICAL

       -      AC electric power for gas turbine auxiliaries

       -      Electric power for station auxiliaries

       -      Line side current and potential transformers

       -      Generator circuit breaker

       -      ISO phase bus duct

       -      Interconnecting cables

7.4      INSTALLATION/ERECTION

       -      Transportation from the nearest rail siding, unloading, placement
              on foundation and installation of the equipment offered in this
              Proposal

       -      Construction services including electric power, lighting,
              temporary heaters, test equipment, compressed air, crane(s) and
              all required standard tools

       -      Storage and security for equipment received

       -      Finish paint including any special external finish paints required
              for corrosion protection with any required tie coats


<PAGE>

       -      Interconnecting piping between the turbine-generator equipment and
              / or auxiliary skids, such as cooling water, water wash, exhaust
              frame blowers, and fire protection systems, as applicable

       -      Perform necessary preoperational work

       -      Cables and bus duct as follows:

              --     Control cables between controls equipment (or control cab
                     if supplied), fuel forwarding system, remote control
                     panels, customer devices, other off-base devices and
                     auxiliary skids

              --     Power cables between the generating units, controls
                     equipment (or control cab), fuel forwarding system, remote
                     panels, customer devices, other off-base devices and
                     auxiliary skids

       -      Access, necessary authorizations, and office facilities for GE
              personnel required during installation and start-up

7.5      START-UP/TEST

       -      Operating personnel for starting, preliminary runs and tests

       -      Lubricating fluid, greases, CO2, and supplies for starting,
              preliminary runs, tests and normal operation thereafter

       -      Fuel and load for tests

       -      All field performance tests will be as described in Appendix C.


TURBINECONTRACTAPPENDIXA-7
<PAGE>

                             8. CODES AND STANDARDS

8.1    GAS TURBINE-GENERATOR

                               GE considers the applicable sections of the
                               following US and ISO codes and standards to be
                               the most relevant for the gas turbine equipment.
                               Our designs and procedures are generally
                               compliant with the applicable section for the
                               following:

<TABLE>
<S>                                                                <C>
                               ---------------------------------------------------------------------------------------------
                               ANSI/ASCE 7-1993                    Minimum Design Loads for Buildings and Other Structures
                                                                   (Used for snow loads)

                               ---------------------------------------------------------------------------------------------
                               ANSI/ASME B1.1-1989                 Unified Inch Screw Threads (GE complies at the
                                                                   customer's connection)

                               ---------------------------------------------------------------------------------------------
                               ANSI/ASME B1.20.1-1983 (R1992)      General Purpose (Inch) Pipe Threads

                               ---------------------------------------------------------------------------------------------
                               ANSI/ASME B16.5-1996                Pipe Flanges and Flanged Fittings

                               ---------------------------------------------------------------------------------------------
                               ANSI/ASME B16.9-1993                Factory-Made Wrought Steel Butt Welding  Fittings

                               ---------------------------------------------------------------------------------------------
                               ANSI/ASME B16.21-1992               Nonmetallic Flat Gaskets for Pipe
                                                                   Flanges (Spiral-wound gaskets per API 601 may be
                                                                   used, particularly in turbine compartment piping.)

                               ---------------------------------------------------------------------------------------------
                               ANSI/ASME B31.3-1996                Chemical Plant and Petroleum Refinery Piping Gas
                                                                   turbine piping systems comply, with the exceptions
                                                                   to the following paragraphs:

                                                                    6.6.1            The standard factory performance
                                                                                     test serves as the leak test for
                                                                                     all gas turbine piping systems on
                                                                                     units and peripheral skids/hardware
                                                                                     except as noted on 6.6.2.

                                                                    6.6.2            Fuel gas steam injection systems
                                                                                     are tested as individual
                                                                                     fabrications at 1.5 times their
                                                                                     design operating pressures.

                               ---------------------------------------------------------------------------------------------
                               ANSI/ASME PTC-36-1985               Measurement of Industrial Sound (Used for Near-field
                                                                   Measurements Only)

                               ---------------------------------------------------------------------------------------------
                               ANSI B133.2-1997                    Basic Gas Turbine. GE complies, with the following
                                                                   exception to paragraph 8.5:
                                                                   Loose items such as jackscrews and eyebolts are not
                                                                   furnished. Provisions for use of such items are not
                                                                   included in the design.

                               ---------------------------------------------------------------------------------------------
                               ANSI B133.3-1981 (R1994)            Gas Turbine-Procurement Standard-Auxiliary Equipment
                                                                   (GE complies fully with design portions only.
                                                                   GE uses its own lube oil flushing procedure.

                               ---------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<S>                                                                <C>
                               ---------------------------------------------------------------------------------------------
                                                                   Atomizing air receiver is not applicable.)
                               ---------------------------------------------------------------------------------------------
                               ANSI B133.4-1978 (R1997)            Gas Turbine Control and Protection Systems

                               ---------------------------------------------------------------------------------------------
                               ANSI B133.5-1978 (R1990)            Gas Turbine Electrical Equipment

                               ---------------------------------------------------------------------------------------------
                               ANSI B133.8-1977 (R1989)            Gas Turbine Installation Sound Emission (Used for
                                                                   Far-field Measurements Only)

                               ---------------------------------------------------------------------------------------------
                               ANSI/NFPA 12-1998                   Carbon Dioxide Extinguishing Systems

                               ---------------------------------------------------------------------------------------------
                               ANSI/NFPA 70-1999                   National Electrical Code (Electrical components are
                                                                   designed to meet the intent of this Code for Class
                                                                   1, Group D, Div. 2, Hazardous area classification,
                                                                   where appropriate.)

                               ---------------------------------------------------------------------------------------------
                               ANSI/IEEE C37-1995                  Guides and Standards for Circuit Breakers, Switchgear,
                                                                   Substations and Fuses

                               ---------------------------------------------------------------------------------------------
                               ANSI/IEEE C37.1-1994                Definition, Specification and Analysis of Systems Used
                                                                   for Supervisory Control, Data Acquisition and Automatic
                                                                   Control

                               ---------------------------------------------------------------------------------------------
                               ANSI/IEEE C37.2-1996                Electrical Power System Device Function Numbers (GE
                                                                   complies with respect to device designations except
                                                                   that, in a few cases, device numbers were modified
                                                                   or added to fit GE's needs.)

                               ---------------------------------------------------------------------------------------------
                               ANSI/IEEE C37.90.1-1989   (R 1994)  Surge Withstand Capability (SWC) Tests for Protective
                                                                   Relays and Relay Systems (Salem Controls)

                               ---------------------------------------------------------------------------------------------
                               ANSI/IEEE C57-1995                  Compilation of all C57 Standards

                               ---------------------------------------------------------------------------------------------
                               ANSI C50.10-1990                    Rotating Electrical Machinery - Synchronous Machines
                               ---------------------------------------------------------------------------------------------
                               ANSI C50.13-1989                    Rotating Electrical Machinery - Cylindrical Rotor
                                                                   Synchronous Generators

                               ---------------------------------------------------------------------------------------------
                               ANSI C50.14-1977 (R1989)            Requirements for Combustion Gas Turbine-Driven
                                                                   Cylindrical Rotor Synchronous Generators (GE does
                                                                   not provide a peak reserverating. Not all of the
                                                                   prototype tests indicated in Table 2 have
                                                                   necessarily been conducted.)

                               ---------------------------------------------------------------------------------------------
                               ANSI/IEEE 100-1996                  Dictionary of Electrical and Electronics Terms

                               ---------------------------------------------------------------------------------------------
                               NEMA MG1-1993                       Motors and Generators

                               ---------------------------------------------------------------------------------------------
                               NEMA MG2-1989                       Safety Standard for Construction and Guide for
                                                                   Selection, Installation and Use of Electric Motors and
                                                                   Generators

                               ---------------------------------------------------------------------------------------------
                               NEMA TR1-1993                       Transformers, Regulators and Reactors

                               ---------------------------------------------------------------------------------------------
                               ANSI S1.4-1983                      Specification for Sound Level Meters

                               ---------------------------------------------------------------------------------------------
                               ANSI S1.13-1971 (R1986)             Methods for the Measurement of Sound Pressure Levels

                               ---------------------------------------------------------------------------------------------
                               ANSI/SAE/J184-Feb. 87               Qualifying a Sound Data Acquisition System
                               ---------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S>                                                                <C>
                               AGMA 6011-G92                       Specification for High-Speed Helical Gear Units
                                                                   (Used for accessory gear and load gear except for
                                                                   service factor.)

                               ---------------------------------------------------------------------------------------------
                               UBC-1994                            Uniform Building Code (Used for wind loads and seismic
                                                                   design)

                               ---------------------------------------------------------------------------------------------
                               ANSI/IEEE 421.1-1986                Definitions for Excitation Systems for Synchronous
                                                                   Machines

                               ---------------------------------------------------------------------------------------------
                               EIA/TIA RS-232E-1991                Interface between Data Terminal Equipment and Data
                                                                   Circuit Terminating Equipment Employing Serial Binary
                                                                   Interchange

                               ---------------------------------------------------------------------------------------------
</TABLE>


                               The GE Gas Turbine Drafting Standards are
                               based on the following as appropriate to the
                               gas turbine. Please note that in several
                               instances (symbols, etc.) have been devised
                               for GE's special needs (such as flow divider
                               and manifolds):

<TABLE>
<S>                                                                <C>
                               ---------------------------------------------------------------------------------------------
                               ANSI/ASME B46.1-1985                Surface Texture

                               ---------------------------------------------------------------------------------------------
                               ANSI Y14.5M-1982 (R1988)            Dimensioning and Tolerancing

                               ---------------------------------------------------------------------------------------------
                               ANSI Y14.15-1966 (R1988)            Electrical and Electronics Diagrams (On-base gas
                                                                   turbine and accessory base equipment)

                               ---------------------------------------------------------------------------------------------
                               ANSI Y14.17-1966                    Fluid Power Diagrams

                               ---------------------------------------------------------------------------------------------
                               ANSI Y14.36-1978                    Surface Texture Symbols

                               ---------------------------------------------------------------------------------------------
                               ANSI/IEEE 315-1975 (R1994)          Graphic Symbols for Electrical and Electronics Diagrams

                               ---------------------------------------------------------------------------------------------
                               ANSI Y32.10-1967 (R1987)            Graphical Symbols for Fluid Power Diagrams

                               ---------------------------------------------------------------------------------------------
                               ANSI Y32.11-1961 (R1993)            Graphic Symbols for Process Flow Diagrams in the
                                                                   Petroleum and Chemical Industries

                               ---------------------------------------------------------------------------------------------
                               ANSI/ASME Y32.2.3-1949 (R1988)      Graphical Symbols for Pipe Fittings, Valves and Piping

                               ---------------------------------------------------------------------------------------------
                               ANSI/AWS A2.4-1993                  Symbols for Welding, Brazing and Nondestructive
                                                                   Examination

                               ---------------------------------------------------------------------------------------------
                               ASME Section VIII, Division 1 -     Boiler and Pressure Vessel Code--Pressure Vessels (for
                               1990                                Stator Frame Welds)

                               ---------------------------------------------------------------------------------------------
                               ISO 7919-1-1986                     Mechanical Vibrations - Measurements on Rotating Shafts
                                                                   and Evaluation
                               ---------------------------------------------------------------------------------------------
                               ISO 10816 (Draft)                   Mechanical Vibrations - Evaluation of Machine Vibration
                                                                   by Measurements of Non-rotating Parts

                               ---------------------------------------------------------------------------------------------
                               TEMA C, 7th Edition                 Mechanical Standards for Class C Heat Exchangers (for
                                                                   Commercial Coolers)

                               ---------------------------------------------------------------------------------------------
                               OSHA Regulation No. 1910-179-1995   Crane Lifts; Factor of Safety

                               ---------------------------------------------------------------------------------------------
</TABLE>


<PAGE>






8.2      RESERVED



8.3      OTHER CODES AND STANDARDS OF PRACTICE

                 In the event conflicts arise between the codes and standards of
                 practice described herein and codes, laws, rules, decrees,
                 regulation, standards, etc., of the Owner and/or country where
                 the equipment is to be installed, the codes and standards of
                 practice described herein will govern. If the Owner desires
                 other codes and standards of practice to be utilized by GE or
                 its Suppliers, they will be subject to negotiation and mutual
                 agreement between the Owner and GE.

                 ---------------------------------------------------------------
                                             WARNING

                 MANUFACTURED WITH 1.1.1-TRICHLOROCTHANE, CFC-113 AND TCA, AND
                 CONTAINS HALON-1301, HCFC-22 AND FREON-113, SUBSTANCES WHICH
                 HARM PUBLIC HEALTH AND ENVIRONMENT BY DESTROYING OZONE IN THE
                 UPPER ATMOSPHERE.
                 ---------------------------------------------------------------


8.4      CODES AND STANDARDS ORGANIZATION LISTING

                               Below is a list of the organizations with the
                               addresses and phone numbers where codes and
                               standards or related information can be
                               purchased:

<TABLE>
<S>                                          <C>
                               ---------------------------------------------------------------------------------------------
                               AGMA          American Gear Manufacturer's Association
                                             1500 King Street, Suite 201
                                             Alexandria, Virginia  22314 703-684-0211

                               ---------------------------------------------------------------------------------------------
                               ANSI          American National Standards Institute (Sales)
                                             11 West 42nd Street, 13th Floor

                               ---------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S>                                          <C>

                               ---------------------------------------------------------------------------------------------
                                             New York, New York  10036 212-642-4900  Phone          212-302-1286   Fax
                               ---------------------------------------------------------------------------------------------
                               ASCE          American Society of Civil Engineers
                                             345 East 47th Street
                                             New York, New York  10017-2398 800-548-2723

                               ---------------------------------------------------------------------------------------------
                               ASME          The American Society of Mechanical Engineers
                                             22 Law Drive, Box 2900
                                             Fairfield, NJ  07007-2900 201-882-1167

                               ---------------------------------------------------------------------------------------------
                               AWS           American Welding Society
                                             550 N. Lejeune Road
                                             Miami, Florida  33126 305-443-9353

                               ---------------------------------------------------------------------------------------------
                               EIA           Electronic Industries Association
                                             Global Engineering Documents (Distributor)
                                             1990 M Street, Suite 400
                                             Washington, D.C.  20036 800-854-7179

                               ---------------------------------------------------------------------------------------------
                               IEEE          Institute of Electrical and Electronic Engineers, Inc.
                                             345 East 47th Street
                                             New York, New York  10017 212-705-7900

                               ---------------------------------------------------------------------------------------------
                               ISO           International Organization for Standardization
                                             Case Postal 56
                                             CH-1211
                                             Geneva 20, Switzerland
                                             Contact ANSI - (212-642-4900)

                               ---------------------------------------------------------------------------------------------
                               NEMA          National Electrical Manufacturer's Association (Publications)
                                             2101 L Street, N.W.
                                             Washington, D.C.  20037 202-457-8400   Phone            202-457-8473    Fax

                               ---------------------------------------------------------------------------------------------
                               NFPA          National Fire Protection Association
                                             1 Batterymarch Park
                                             P.O. Box 9146
                                             Quincy, MA  02269-9146 1-800-344-3555

                               ---------------------------------------------------------------------------------------------
                               OSHA          Office of Safety & Health Standards
                                             U.S. Department Of Labor
                                             200 Constitution Avenue, NW - Room N3101
                                             Washington, D.C.  20210 202-219-4667

                               ---------------------------------------------------------------------------------------------
                               TEMA          Tubular Exchanger Manufacturers Association
                                             25 North Broadway
                                             Tarrytown, NY  10591

                                             914-332-0040

                               ---------------------------------------------------------------------------------------------
                               UBC           Uniform Building Code
                               ---------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S>                                          <C>
                               ---------------------------------------------------------------------------------------------
                                             International Conference of Building Officials
                                             5360 South Workman Mill Road
                                             Whittier, CA  90601
                                             310-699-0541

                               ---------------------------------------------------------------------------------------------
</TABLE>

TURBINECONTRACTAPPENDIXA-9
<PAGE>


                                 9. DATA SHEETS

9.1      TECHNICAL DATA

                 The following technical data is typical for the size and type
                 of unit proposed and except for that information specifically
                 identified as being guaranteed, this data is preliminary in
                 nature and subject to change based on final equipment design
                 and component selection.

9.1.1    GAS TURBINE

<TABLE>
<CAPTION>
                               ---------------------------------------------------------------------------------------------
                                                    MEASUREMENT                                      VALUE
<S>                                                                                   <C>
                               ---------------------------------------------------------------------------------------------

                                 Type                                                 Heavy duty
                               ---------------------------------------------------------------------------------------------
                                 Stages                                               3

                               ---------------------------------------------------------------------------------------------
                                 Configuration                                        Single shaft, 2 bearing

                               ---------------------------------------------------------------------------------------------
                                 Operating speed                                      3600 rpm

                               ---------------------------------------------------------------------------------------------
                                 Critical speeds

                               ---------------------------------------------------------------------------------------------
                                      First rpm

                               ---------------------------------------------------------------------------------------------
                                           Laterial                                   1154

                               ---------------------------------------------------------------------------------------------
                                           Torsional                                  1309

                               ---------------------------------------------------------------------------------------------
                                      Second rpm

                               ---------------------------------------------------------------------------------------------
                                           Laterial                                   1212

                               ---------------------------------------------------------------------------------------------
                                           Torsional                                  7403

                               ---------------------------------------------------------------------------------------------
                                      Third rpm

                               ---------------------------------------------------------------------------------------------
                                           Laterial                                   2066

                               ---------------------------------------------------------------------------------------------
                                           Torsional                                  10305

                               ---------------------------------------------------------------------------------------------
                                      Fourth rpm (laterial)                           3044

                               ---------------------------------------------------------------------------------------------
                                      Fifth rpm (laterial)                            3162

                               ---------------------------------------------------------------------------------------------
                                 Maximum tip speed                                    1615 fps

                               ---------------------------------------------------------------------------------------------
                                 Trip speed

                               ---------------------------------------------------------------------------------------------
                                      Electrical                                      3960 rpm

                               ---------------------------------------------------------------------------------------------
                                 Maximum temperature                                  2420DEG.F

                               ---------------------------------------------------------------------------------------------
                                 First stage rotor bucket material

                               ---------------------------------------------------------------------------------------------
                                      Metal                                           *DS-GTD-111

                               ---------------------------------------------------------------------------------------------
                                      Coating                                         GE proprietary coating

                               ---------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                   <C>
                               ---------------------------------------------------------------------------------------------
                                 Second stage rotor bucket material

                               ---------------------------------------------------------------------------------------------
                                      Metal                                           DS-GTD-111

                               ---------------------------------------------------------------------------------------------
                                      Coating                                         GE proprietary coating
                               ---------------------------------------------------------------------------------------------
                                 Third stage rotor bucket material

                               ---------------------------------------------------------------------------------------------
                                      Metal                                           GTD-111

                               ---------------------------------------------------------------------------------------------
                                      Coating                                         GE proprietary coating

                               ---------------------------------------------------------------------------------------------
                                 Stator nozzle material

                               ---------------------------------------------------------------------------------------------
                                      First                                           FSX-414

                               ---------------------------------------------------------------------------------------------
                                      Second and third                                GTD-222

                               ---------------------------------------------------------------------------------------------
                                 Rotor wheel material                                 In-706

                               ---------------------------------------------------------------------------------------------
</TABLE>

                 *                Directionally solidified casting with
                                  serpentine cooling passages

9.1.2    COMPRESSOR

<TABLE>
<CAPTION>
                               ---------------------------------------------------------------------------------------------
                                                    MEASUREMENT                                      VALUE
<S>                                                                                  <C>
                               ---------------------------------------------------------------------------------------------
                                 Type                                                 Axial flow

                               ---------------------------------------------------------------------------------------------
                                 Stages                                               18

                               ---------------------------------------------------------------------------------------------
                                 Rati-                                                15.3 (ISO)

                               ---------------------------------------------------------------------------------------------
                                 Maximum tip speed                                    1269 fps

                               ---------------------------------------------------------------------------------------------
                                 Inlet guide vanes                                    Variable-modulating

                               ---------------------------------------------------------------------------------------------
                                 Rotor blade material

                               ---------------------------------------------------------------------------------------------
                                      Stages 0 through 8                              C-450
                               ---------------------------------------------------------------------------------------------
                                      Stages 9 through 17                             AISI-403
                               ---------------------------------------------------------------------------------------------
                                 Stator blade material

                               ---------------------------------------------------------------------------------------------
                                      Stages 0 through 8                              C-450
                               ---------------------------------------------------------------------------------------------
                                      Stages 9 through 17                             AISI-403
                               ---------------------------------------------------------------------------------------------
                                 Rotor material

                               ---------------------------------------------------------------------------------------------
                                      Stages 0 through 14                             Ni Cr MoV
                               ---------------------------------------------------------------------------------------------
                                      Stages 15 through 17                            Cr Mo V
                               ---------------------------------------------------------------------------------------------
                                 Inlet guide vane material                            C-450
                               ---------------------------------------------------------------------------------------------
</TABLE>

9.1.3    BEARINGS

<TABLE>
<CAPTION>

                               ---------------------------------------------------------------------------------------------
                                                    MEASUREMENT                                      VALUE
<S>                                                                                  <C>
                               ---------------------------------------------------------------------------------------------
                                 Radial type (2)                                      Tilt Pad

                               ---------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                  <C>
                               ---------------------------------------------------------------------------------------------
                                 Thrust type (1)                                      Tilt pad

                               ---------------------------------------------------------------------------------------------
</TABLE>

9.1.4    COMBUSTION

<TABLE>
<CAPTION>
                               ---------------------------------------------------------------------------------------------
                                                    MEASUREMENT                                      VALUE
<S>                                                                                  <C>
                               ---------------------------------------------------------------------------------------------
                                 Type                                                 Can annular reverse flow

                               ---------------------------------------------------------------------------------------------
                                 Number of chambers                                   14

                               ---------------------------------------------------------------------------------------------
                                 Materials

                               ---------------------------------------------------------------------------------------------
                                      Liners                                          Nimonic 263

                               ---------------------------------------------------------------------------------------------
                                      Transition pieces                               Nimonic 263

                               ---------------------------------------------------------------------------------------------
                                 Igniters (quantity)                                  2

                               ---------------------------------------------------------------------------------------------
                                 Flame detectors

                               ---------------------------------------------------------------------------------------------
                                      Quantity                                        4

                               ---------------------------------------------------------------------------------------------
</TABLE>

9.1.5    WATER INJECTION

<TABLE>
<CAPTION>

                               ---------------------------------------------------------------------------------------------
                                                    MEASUREMENT                                      VALUE
<S>                                                                                   <C>
                               ---------------------------------------------------------------------------------------------
                                 Required inlet pressure                              0-20 psig

                               ---------------------------------------------------------------------------------------------
                                 Maximum inlet temperature                            110DEG.F

                               ---------------------------------------------------------------------------------------------
                                 Minimum inlet temperature                            35DEG.F

                               ---------------------------------------------------------------------------------------------
</TABLE>

9.1.6    NATURAL GAS FUEL

<TABLE>
<CAPTION>

                               ---------------------------------------------------------------------------------------------
                                                    MEASUREMENT                                      VALUE
<S>                                                                                   <C>
                               ---------------------------------------------------------------------------------------------
                                 Pressure required

                               ---------------------------------------------------------------------------------------------
                                      * Maximum                                       475 psig

                               ---------------------------------------------------------------------------------------------
                                      * Minimum                                       415 psig

                               ---------------------------------------------------------------------------------------------
                                 Fuel gas temperature (minimum)                       50DEG.F of superheat

                               ---------------------------------------------------------------------------------------------
</TABLE>

                 *                Fuel gas supply pressure is measured at the
                                  inlet connection to the gas fuel valve module,
                                  and the pressure value at this point is
                                  referenced to site conditions. For typical gas
                                  fuel quality information, refer to GEI-41040,
                                  Process Specification Fuel Gases for
                                  Combustion in Heavy-Duty Gas Turbines in the
                                  Reference Document Chapter.

9.1.7    LIQUID FUEL

                 For typical liquid fuel quality information, refer to GEI
                 41047, Gas Turbine Liquid Fuel Specifications in the Reference
                 Document Chapter.


<PAGE>

9.1.8    LUBRICATION AND HYDRAULIC CONTROL OIL

<TABLE>
<CAPTION>

                               ---------------------------------------------------------------------------------------------
                                                    MEASUREMENT                                      VALUE
<S>                                                                                   <C>
                               ---------------------------------------------------------------------------------------------
                                 Configuration (turbine and generator)                Common supply

                               ---------------------------------------------------------------------------------------------
                                 Oil type                                             Mineral oil
                                                                                      Reference GEK-32568

                               ---------------------------------------------------------------------------------------------
                                 Retention time                                       5 minutes

                               ---------------------------------------------------------------------------------------------
                                 Bearing supply pressure nominal                      25 psig

                               ---------------------------------------------------------------------------------------------
                                 Bearing supply temperature (nominal)                 130DEG.F

                               ---------------------------------------------------------------------------------------------
                                 Main oil pump

                               ---------------------------------------------------------------------------------------------
                                      Type                                            Centrifugal

                               ---------------------------------------------------------------------------------------------
                                      Driver                                          AC motor

                               ---------------------------------------------------------------------------------------------
                                 Auxiliary oil pump

                               ---------------------------------------------------------------------------------------------
                                      Type                                            Centrifugal

                               ---------------------------------------------------------------------------------------------
                                      Driver                                          AC motor

                               ---------------------------------------------------------------------------------------------
                                 Emergency oil pump

                               ---------------------------------------------------------------------------------------------
                                      Type                                            Centrifugal

                               ---------------------------------------------------------------------------------------------
                                      Driver                                          DC motor

                               ---------------------------------------------------------------------------------------------
                                 Lube filters                                         Duplex, 17 u nominal

                               ---------------------------------------------------------------------------------------------
                                 Lube cooler                                          Plate and frame (stainless) water

                                                                                      cooled

                               ---------------------------------------------------------------------------------------------
</TABLE>

9.1.9    INLET AIR

<TABLE>
<CAPTION>

                               ---------------------------------------------------------------------------------------------
                                                    MEASUREMENT                                      VALUE
<S>                                                                                   <C>
                               ---------------------------------------------------------------------------------------------
                                 Air filter

                               ---------------------------------------------------------------------------------------------
                                      Normal pressure loss                            2.0 in. H2O

                               ---------------------------------------------------------------------------------------------
                                      Maximum pressure loss (dirty)                   4.0 in. H2O
                               ---------------------------------------------------------------------------------------------
</TABLE>

9.1.10   EXHAUST SYSTEM

<TABLE>
<CAPTION>

                               ---------------------------------------------------------------------------------------------
                                             MEASUREMENT                                      VALUE
<S>                                                                                   <C>
                               ---------------------------------------------------------------------------------------------
                                 External duct shell and stiffeners      A36 carbon steel

                               ---------------------------------------------------------------------------------------------
                                 Internal flow liner                     Duct walls: 409 stainless steel
                                                                         Silencer panels (if provided): ASTM/A176 TY 409
                                                                         stainless steel perforated sheet
                               ---------------------------------------------------------------------------------------------
                                 External duct primer                    Inorganic zinc

                               ---------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

9.1.11   ACOUSTICS

<TABLE>
<CAPTION>

                               ---------------------------------------------------------------------------------------------
                                  OCTIVE BAND      31.5     63      125     250     500     1000     2000    4000    8000
                                      (HZ)
                               ---------------------------------------------------------------------------------------------
<S>                                               <C>     <C>      <C>     <C>     <C>      <C>     <C>     <C>      <C>
                                 DB                 131     142      146     145     137      139     132     115      98
                               ---------------------------------------------------------------------------------------------
</TABLE>

                               The sound level defined above is exclusive of any
                               noise radiated by the customer's exhaust system.
                               The sound power level is measured in dB relative
                               to 10-12 watts, at the exhaust plenum exit, under
                               base load conditions. Measuring procedures are in
                               accordance with ASME PTC 36 (near field) and/or
                               ANSI B133.8 (far field).

9.1.12   FIRE PROTECTION

<TABLE>
<CAPTION>
                               ---------------------------------------------------------------------------------------------
                                                    MEASUREMENT                                      VALUE
<S>                                                                                   <C>
                               ---------------------------------------------------------------------------------------------
                                 Type                                                 Low presssure CO2

                               ---------------------------------------------------------------------------------------------
                                 System                                               Multi-zone

                               ---------------------------------------------------------------------------------------------
                                 Detector                                             Fixed type temperature sensors

                               ---------------------------------------------------------------------------------------------
                                 Detector manufacturer                                Fenwal or equal

                               ---------------------------------------------------------------------------------------------
                                 Number of detectors                                  22

                               ---------------------------------------------------------------------------------------------
</TABLE>

9.1.13   COOLING WATER MODULE

<TABLE>
<CAPTION>

                               ---------------------------------------------------------------------------------------------
                                                    MEASUREMENT                                      VALUE
<S>                                                                                   <C>
                               ---------------------------------------------------------------------------------------------
                                 Nominal heat duty*                                   200,000 to 317,000 Btu/min
                                                                                      (211 to 334 MJ/min)

                               ---------------------------------------------------------------------------------------------
                                 Supply temperature (maximum)                         120DEG.F (49DEG.C)

                               ---------------------------------------------------------------------------------------------
                                 Supply pressure (maximum)                            125 psig (862 KPag)
                               ---------------------------------------------------------------------------------------------
                                 Expected system pressure drop                        45 psid (310 KPad)
                               ---------------------------------------------------------------------------------------------
</TABLE>

                 *                Actual value depends on site configuration and
                                  conditions.

9.1.14   STARTING SYSTEM

<TABLE>
<CAPTION>

                               ---------------------------------------------------------------------------------------------
                                                    MEASUREMENT                                      VALUE
<S>                                                                                   <C>
                               ---------------------------------------------------------------------------------------------
                                 Configuration                                        Generator static start

                               ---------------------------------------------------------------------------------------------
                                 Manufacturer                                         GE

                               ---------------------------------------------------------------------------------------------
                                 Type                                                 Load commutating inverter (LCI)
                                                                                      frequency drive

                               ---------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

9.1.15   CONTROLS

<TABLE>
<CAPTION>

                               ---------------------------------------------------------------------------------------------
                                                    MEASUREMENT                                      VALUE
<S>                                                                                   <C>
                               ---------------------------------------------------------------------------------------------
                                 Manufacturer                                         GE

                               ---------------------------------------------------------------------------------------------
                                 Model                                                SPEEDTRONIC( Mark V

                               ---------------------------------------------------------------------------------------------
                                 Type                                                 Triple Modular Redundant (TMR)
                                                                                      Microprocessor based

                               ---------------------------------------------------------------------------------------------
                                 Display                                              Color graphics (CRT)

                               ---------------------------------------------------------------------------------------------
                                 Operator input                                       Keyboard and cursor positioning
                                                                                      device (mouse or trackball)

                               ---------------------------------------------------------------------------------------------
                                 Control panel supply                                 125 Vdc

                               ---------------------------------------------------------------------------------------------
                                 Auxiliary power supply                               120 Vac

                               ---------------------------------------------------------------------------------------------
                                 Enclosure                                            NEMA Class I

                               ---------------------------------------------------------------------------------------------
                                 Generator control panel manufacturer                 GE
                                 (includes protective relays and synchronizing
                                 equipment)

                               ---------------------------------------------------------------------------------------------
                                 Auxiliary panel manufacturer                         GE

                               ---------------------------------------------------------------------------------------------
                                 MCC

                               ---------------------------------------------------------------------------------------------
                                      AC                                              480Vac, 3 phase, 60 Hz
                               ---------------------------------------------------------------------------------------------
                                      DC                                              125 Vdc

                               ---------------------------------------------------------------------------------------------
                                 Air conditioning and heating                         240 Vac, 1 phase, 60 Hz
                               ---------------------------------------------------------------------------------------------
                                 Convenience outlets and lighting                     120 Vac

                               ---------------------------------------------------------------------------------------------
</TABLE>

9.1.16   BATTERY AND ACCESSORIES

<TABLE>
<CAPTION>

                               ---------------------------------------------------------------------------------------------
                                     BATTERY SYSTEM FEATURES                             DESCRIPTION
<S>                                                                                   <C>
                               ---------------------------------------------------------------------------------------------
                                 Battery Type                      56 Cell 125Vdc nominal calcium-alloyed Flooded
                                                                   lead/acid type Floated at 129Vdc (2.30 volts/cell)
                                                                   Equalized at 135Vdc (2.41 volts/cell)

                               ---------------------------------------------------------------------------------------------
                                 Shipping                          Batteries shipped in special shipping contains to
                                                                   the site for installation.

                               ---------------------------------------------------------------------------------------------
                                 Installation                       Mounted in the control compartment

                               ---------------------------------------------------------------------------------------------
                                 Charger Type                       Single phase 35 amp charger
                               ---------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


9.1.17           EX2000P DIGITAL, STATIC, VOLTAGE REGULATOR FOR BUS FED
                 (STATIC) EXCITERS

<TABLE>
<CAPTION>

                               ---------------------------------------------------------------------------------------------
                                               MEASUREMENT                                      VALUE
<S>                                                                                   <C>
                               ---------------------------------------------------------------------------------------------
                                 General

                               ---------------------------------------------------------------------------------------------
                                      Excitation System Type                 Digital Static Potential Source

                               ---------------------------------------------------------------------------------------------
                                 Performance (per IEEE std 421.2)

                               ---------------------------------------------------------------------------------------------
                                 Response                                    High Initial Response

                               ---------------------------------------------------------------------------------------------
                                       Standard Response                     2.0 Response Ratio and 160% VFFL ceiling @ generator
                                                                             terminal voltage = 1.0 per unit based on a field
                                                                             winding temperature of 100DEG.C (Per IEEE 421)

                               ---------------------------------------------------------------------------------------------
                                 Compliant Standards

                               ---------------------------------------------------------------------------------------------
                                      ANSI/IEEE                              ANSI C37.2, C37.18, C37.20, C57.9x series,
                                                                             IEEE 383, 421, 421A, 421B, 421.1

                               ---------------------------------------------------------------------------------------------
                                      NEMA/ICS                               AB1, ICS1-111, ICS6-110, SG3, WC7

                               ---------------------------------------------------------------------------------------------
                                      CSA                                    All applicable standards

                               ---------------------------------------------------------------------------------------------
                                      NEC                                    All applicable guidelines

                               ---------------------------------------------------------------------------------------------
                                      UBC                                    Meets Zone 4 Requirements

                               ---------------------------------------------------------------------------------------------
                                 Rectifier Bridge

                               ---------------------------------------------------------------------------------------------
                                      Type                                   6 SCR, Full-wave, Full-inverting

                               ---------------------------------------------------------------------------------------------
                                      Fuses                                  Fast-acting, Current-Limiting, one per leg

                               ---------------------------------------------------------------------------------------------
                                 Input Control Power Requirements

                               ---------------------------------------------------------------------------------------------
                                      From Preferred Station Service         120 Vac Single Phase

                               ---------------------------------------------------------------------------------------------
                                       Field Ground Detector                 0.3 amperes continuous

                               ---------------------------------------------------------------------------------------------
                                 125 Vdc/250 Vdc Station Battery

                               ---------------------------------------------------------------------------------------------
                                      Field Flashing                         15% of generator no-load field current for 15
                                                                             secs

                               ---------------------------------------------------------------------------------------------
                                      Control Power without Hot Backup       2.50 amperes continuous

                               ---------------------------------------------------------------------------------------------
                                      Control Power with Hot Backup          5.00 amperes continuous
                               ---------------------------------------------------------------------------------------------
                                 Environmental (Enclosure)

                               ---------------------------------------------------------------------------------------------
                                      Operating Temperature Range            0C to +30C (32F to 86F)

                               ---------------------------------------------------------------------------------------------
                                      Storage Temperature Range              -40C to +70C (-40F to +158F)

                               ---------------------------------------------------------------------------------------------
                                      Humidity                               5% to 95% non-condensing
                               ---------------------------------------------------------------------------------------------
                                      Heat Dissipation                       18,000 W @ 1900 ADC. Linear relationship for other
                                                                             currents.
                               ---------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                   <C>
                                 Line filter module (Not required for PPT
                                 secondary Voltages LESS THAN 250 Vac)
                               ---------------------------------------------------------------------------------------------
                                      Dimensions                             13 in. H x 19 in. D x 22 in. W
                               ---------------------------------------------------------------------------------------------
                                      Weight                                 Approximately 50 lbs

                               ---------------------------------------------------------------------------------------------
                                      Mounting Requirements                  When height restrictions prevent this module from
                                                                             being mounted on top of the main EX2000 enclosure,
                                                                             it must be mounted within a 15 foot wire run of the
                                                                             main EX2000 enclosure.

                               ---------------------------------------------------------------------------------------------
</TABLE>

9.1.18   ESTIMATED POWER CONSUMPTION OF ELECTRICAL AUXILIARIES AT ISO CONDITIONS

<TABLE>
<CAPTION>

                               ---------------------------------------------------------------------------------------------
                                                AUXILIARY                    START    START    OPS      OPS      STANDBY
                                                                             (KW)     (KW)     (KW)    (KW)       (KW)
                                                                              GAS     DIST     GAS     DIST
                                                                             FUEL     FUEL     FUEL    FUEL
<S>                                                                             <C>      <C>     <C>      <C>          <C>
                               ---------------------------------------------------------------------------------------------
                                 Static start                                 7140     7140
                               ---------------------------------------------------------------------------------------------
                                 Lube oil pump                                  83       83      83       83           83
                               ---------------------------------------------------------------------------------------------
                                 Hydraulic oil pump                             50       50      50       50           50
                               ---------------------------------------------------------------------------------------------
                                 Exhaust frame blowers                          68       68      68       68
                               ---------------------------------------------------------------------------------------------
                                 Turning gear motor                                                                     6

                               ---------------------------------------------------------------------------------------------
                                 Atomizing air compressor                               414              414
                               ---------------------------------------------------------------------------------------------
                                 Turbine compt vent fans                        32       32      32       32
                               ---------------------------------------------------------------------------------------------
                                 Liquid fuel skid vent fan                       4        4       4        4
                               ---------------------------------------------------------------------------------------------
                                 GTE vent fan                                    2        2       2        2
                               ---------------------------------------------------------------------------------------------
                                 Load coupling compt vent fan                    4        4       4        4
                               ---------------------------------------------------------------------------------------------
                                 Accessory compt vent fan                        4        4       4        4
                               ---------------------------------------------------------------------------------------------
                                 Lube mist eliminator                           12       12      12       12           12
                               ---------------------------------------------------------------------------------------------
                                 Lube oil heater                                45       45                            45
                               ---------------------------------------------------------------------------------------------
                                 Control system                                 50       50      50       50           50
                               ---------------------------------------------------------------------------------------------
                                 Generator/GTE/collector anti-condensation                                              9
                                 space heaters

                               ---------------------------------------------------------------------------------------------
                                 Turbine/accessory/liquid fuel/gas valve                                               19
                                 compt anti-condensation space heaters

                               ---------------------------------------------------------------------------------------------
                                 Liquid fuel pump                                       207              207
                               ---------------------------------------------------------------------------------------------
                                 H2 auxilliary seal oil pump                                                            8

                               ---------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S>                                                                             <C>      <C>     <C>      <C>          <C>
                                 Water injection pump                                                    207

                               ---------------------------------------------------------------------------------------------
                                 Water injection skid space heater              10       10      10       10           10
                               ---------------------------------------------------------------------------------------------
                                 Water wash skid space heater                   10       10      10       10           10
                               ---------------------------------------------------------------------------------------------
                                 Air conditioning - PEECC                       36       36      36       36           36
                               ---------------------------------------------------------------------------------------------
                                 Air conditioning - LCI                         30       30      30       30           30
                               ---------------------------------------------------------------------------------------------
                                 BAC vent fan                                    2        2       2        2
                               ---------------------------------------------------------------------------------------------
</TABLE>

9.2      COMPONENT WEIGHTS AND DIMENSIONS

<TABLE>
<CAPTION>

                               ---------------------------------------------------------------------------------------------
                                              ITEM                    LENGTH        WIDTH         HEIGHT         WEIGHT
                                                                       (FT)          (FT)          (FT)          (LBS)
<S>                                                                   <C>           <C>            <C>           <C>
                               ---------------------------------------------------------------------------------------------
                                 Accessory compartment                   31.00         11.50          13.83         80000
                               ---------------------------------------------------------------------------------------------
                                 Turbine compartment                     29.33         13.25          14.00        377000
                               ---------------------------------------------------------------------------------------------
                                 Generator                               37.20         12.08          13.80        540000
                               ---------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                    Exhibit 9
                       NATURAL GAS COMPOSITION & HEATING VALUE


                           BASIS: DRY GAS, 14.696 PSIA, 60+
                           REFERENCE: ASTM D3588 - 91

       TEST DATF - Nine month average
       DESCRIPTION - Transco Gas Analysis
       PROJECT - Tenaska Georgia Generation

<TABLE>
<CAPTION>
                                          GAS           IHV          HHV         COMP.     GAS MOL W1
                LHV         MHV       COMPOSITION     PROD/100     PROD/100     MOL WT      PROD/100
COMPONENT     BTU/SCF     BTU/SCF        MOL %         BTU/SCF      BTU/SCF     LB/MOL       LB/MOL
---------     -------     -------     -----------     --------     --------     ------     ----------
<S>           <C>         <C>         <C>             <C>          <C>          <C>        <C>
   CO2            0.0         0.0           0.957         0.00         0.00     44.010          0.421
    N2            0.0         0.0           0.347         0.00         0.00     28.013          0.097
    H2          273.9       324.2           0.000         0.00         0.00      2.016          0.000
    C1          909.4      1010.0          95.512       868.58       954.67     16.043         15.323
    C2         1618.7      1769.7           2.305        37.31        40.79     30.070          0.693
    C3         2314.9      2516,1           0.496        11.48        12.48     44.097          0.219
   IC4         3000.4      3251.9           0.129         3.87         4.19     58.123          0.075
   NC4         3010.8      3262.3           0.111         3.34         3.62     50.123          0.065
   IC5         3699.0      4000.9           0.046         1.70         1.84     72.160          0.033
   NC5         3703.9      4008.9           0.028         1.04         1.12     72.150          0.020
  C6'S         4403.9      4755.9           0.010         0.44         0.48     86.177          0.009 **
   C7+         5100.3      9502.5           0.059         3.01         3.25    100.204          0.059 **

  TOTAL                                   100.000       930.78      1032.44                    17.014

</TABLE>


CALCULATION SUMMARY

          LOWER HEATING VALUE =      930.78 BTU/SCF
                                     20,761 BTU/LB *

          HIGHER HEATING VALUE =    1032.44 BTU/SCF
                                     23,029 BTU/LB *

          MOLECULAR WEIGHT =         17.014 LB/MOL

For permitting purposes assume the gas contains no more than 0.25 gr/100 SCF
112S and 2.0gr/100 SCF total Sulfur.

*   At 379.5 SCF/LB MOL
**  C6's and C7+ are treated as n-Hexane and n-Heptane respectively.



<PAGE>

                               10. FUEL ANALYSES

--------------------------------------------------------------------------------




                        TURBINECONTRACTAPPENDIXA-10COVER

<PAGE>


                              11. FACTORY SERVICES

--------------------------------------------------------------------------------
[OBJECT OMITTED]

<TABLE>

<S>      <C>                                                                <C>
11.1     GE Power Generation Quality........................................11.1

11.2     Quality Services Overview..........................................11.6

11.3     Gas Turbine Quality Services.......................................11.9

11.4     Generator Quality Services........................................11.10

11.5     Purchased Equipment Quality Services..............................11.10

11.6     Standards and Procedures..........................................11.11

11.7     Customer Review of GE Documentation...............................11.13

11.8     Customer Observation Points.......................................11.13

</TABLE>

--------------------------------------------------------------------------------
11.1     GE POWER GENERATION QUALITY

                    GE Power Generation (GEPG) is committed to setting the
                    industry standard of excellence for customer satisfaction.
                    Inherent in this objective is our continuing determination
                    to perform every function, every process, to the highest
                    quality standards--from the way we develop and apply
                    technologies to the way we manufacture products and provide
                    services.

     11.1.1 COMPANY POLICY STATEMENTS

                    The quality standards for the GE corporation are set in GE
                    Policy 20.1, Company-Wide Quality and GE Policy 20.11,
                    Customer Satisfaction. The highlights of Policy 20.1 are:

                    -  Company-Wide Quality, as a corporate objective, means
                       attaining a level of overall performance and attitude
                       that makes General Electric the natural choice of
                       customers and earns the respect of all those affected
                       by the company's activities.

                    -  Company-Wide Quality, as an individual objective, is
                       achieved by employees who aspire to be better than the
                       best. General Electric is committed to assisting
                       employees in their pursuit of excellence by providing
                       them with the leadership, cooperative climate,
                       training, facilities and materials consistent with the
                       overall company quest for quality.

<PAGE>

                    Policy 20.11 highlights are:

                    -  It is the policy of GE to understand its customers'
                       needs for products and services, as well as all
                       related requirements, and to put its best effort into
                       responding to those customer needs before, during and
                       after every sales transaction.

                    -  GE shall make commitments to its customers which
                       reflect GE's true ability to serve and to make every
                       effort to meet those commitments.

     11.1.2 POWER GENERATION PHILOSOPHY

                    "To provide our valued customers with the highest quality
                    products, parts and services with unparalleled customer
                    service, while effectively utilizing every employee and
                    partner working together in an environment of mutual
                    respect, dignity and unyielding integrity."

     11.1.2.1 OBJECTIVE

                    The objectives of the Quality Policy are based on the
                    premise that, in striving for excellence in every facet of
                    our operations, we will assure the highest level of customer
                    satisfaction and the fulfillment of their objectives through
                    the products and services Power Generation has provided.
                    Integral to this are the following key elements:

                    -  Customers are both internal and external.

                    -  Quality measurements must be customer oriented.

                    -  Complete understanding of customer requirements and
                       expectations is essential.

                    -  Quality is to be achieved by designing and building
                       quality and reliability into our products and
                       services, optimizing our processes and minimizing or
                       eliminating inspections, waste and rework.

                    -  Business processes and procedures instrumental in the
                       achievement of the Quality Policy are to be defined,
                       documented and controlled.

                    -  Continuous process improvement efforts will focus
                       around process simplification, variation reduction and
                       cycle time compression, utilizing when able, "Best
                       Practices" as models and examples.

<PAGE>


                    -  Timely and effective corrective and preventive action
                       will be the key to the continuous improvement process.

                    -  Management involvement plays a critical role in the
                       achievement of the quality objectives.

                    -  The Power Generation Quality System will be based on the
                       International Standard ISO 9001.

     11.1.2.2 IMPLEMENTATION

                    It is the responsibility of the President and CEO, GE Power
                    Systems, and his management teams at all levels, to ensure
                    the understanding and implementation of this policy
                    throughout the business and to provide the necessary
                    processes, practices, procedures and resources necessary to
                    achieve that end.

     11.1.2.3 MEASUREMENT

                    To ensure the success of the Quality Policy, appropriate and
                    meaningful measurements will be identified, developed and
                    reviewed at all levels and functions to ensure that
                    appropriate corrective and preventive action needs are
                    identified and addressed in a timely and effective manner.
                    The type and degree of such measurements will be of a nature
                    to evaluate the performance to the objectives implied in the
                    quality policy and consistent with the continuous
                    improvement philosophy of the business.

                    Such measurements may include, but not be limited to:

                    -  Customer satisfaction measurements

                    -  Internal and external failures

                    -  Audit results

                    -  Process and product quality trends

                    -  Organizational performance data

                    -  Product performance data

                    -  Statistical analysis techniques

                    -  Related cost data

<PAGE>


     11.1.2.4 REFERENCES

                    This policy is intended to support the objectives
                    established in Company Policy 20.1 "Company Wide Quality"
                    and Company Policy 20.11 "Customer Satisfaction".

     11.1.2.5 REVIEW

                    The Quality Policy will be reviewed annually by Executive
                    Management in order to assure its continued applicability
                    and objectives.

     11.1.3 ISO 9000 CERTIFICATION

                    The desire for customer satisfaction drives world class
                    quality. Customers throughout the world are not only
                    demanding a high level of quality, they are requiring this
                    quality be assured through the application of a
                    comprehensive quality program. The ISO 9000 program and
                    certification provide customers with a globally recognized
                    Quality Management system.

                    In order to be more responsive to our customer's needs GE
                    took this customer requirement and made it a top priority.
                    Our Sales, Engineering, Sourcing and Manufacturing functions
                    worked diligently to accomplish ISO certification. GE takes
                    great pride and pleasure in the fact that we were the first
                    power generation supplier to obtain broad scope ISO
                    certification. Lloyd's Register Quality Assurance has
                    assessed and approved GE's quality management system
                    standards of ISO 9001:1994, EN ISO 9001:1994 and ANSI/ASQC
                    Q9001-1994.

                    GE has focused on this quality issue, with customer
                    satisfaction being the top priority. The driving force
                    behind our total quality system is to achieve total customer
                    satisfaction by minimizing variances and completing the
                    product or services correct the first time. We established
                    our quality measurements and targets based on the most
                    demanding of our customers' perspective. To satisfy this
                    high level of demand, we focused on our "process" quality,
                    not just the end-products and services. To achieve this we
                    have directly involved our employees, our customers and
                    suppliers in these process improvements.

                    What really counts is our customers' perception of how well
                    we meet their quality requirements and goals. Therefore, our
                    quality measurements and procedures are being constantly
                    monitored and evaluated against both our own high standards
                    and our customers' needs.

<PAGE>


     11.1.4 TOTAL QUALITY PLAN

                    GEPG has an integrated total quality plan which addresses
                    all processes, involves all employees and is driven by top
                    management leadership. The principles of total quality are
                    based on achieving total customer satisfaction by minimizing
                    variances and doing the right thing the first time. These
                    principles are:

                    -  Total commitment to quality at every salaried and hourly
                       level

                    -  Assure understanding of customer requirements and
                       expectations

                    -  Directly involve our customers and suppliers in process
                       improvements

                    -  Assign ownership for process design and control to
                       empowered Workout/Continuous Improvement teams

                    -  Focus on "process" quality - not just end-products and
                       services

                    -  Set our quality measurements/targets from the most
                       demanding customer's perspective

                    -  Define the key measures needed to assess variances in
                       process performance

                    -  Apply Continuous Improvement methods to reduce variances
                       and cycle times to progressively improve overall
                       performance

                    -  Train employees and maintain a cadre of leaders

                    -  Implement tracking and reporting systems to monitor
                       progress and results

                    -  Monitor all elements of Cost Of Quality (COQ), including
                       prevention, appraisal, and internal and external failure,
                       plus the impact of "lost opportunities" on net operating
                       income

                    -  Identify and progressively eliminate the source of all
                       avoidable COQ

                    -  Identify, recognize, and reward exceptional individual
                       and team performance

                    GEPG recognizes that ISO 9001 certification covers the basic
                    fundamentals of a quality system. To attain total quality,
                    GEPG has created a comprehensive Quality Manual which meets
                    the requirements of the most demanding customer and sets the
                    total quality guidelines.

<PAGE>




--------------------------------------------------------------------------------
11.2     QUALITY SERVICES OVERVIEW

     11.2.1 TERMS AND DEFINITIONS FOR QUALITY SERVICES

     11.2.1.1 ACCEPTANCE CRITERIA

                    The specific set of measurements and criteria including
                    judgment by which a part, a component, or the whole product
                    is accepted or rejected. The acceptance criteria established
                    by GE (as designer of the equipment) will prevail in all
                    cases.

     11.2.1.2 AUDIT TYPICAL

                    A customer examination of typical parts or factory
                    inspection practices (such as NDT, dimensional checks) in a
                    specific area such as turbine wheel UT examination. The
                    "audit typical" is frequently conducted in lieu of a witness
                    point when the parts or components of interest are at a
                    stage of production where the part does not have customer
                    assignment.

     11.2.1.3 MATERIALS SHIPPED DIRECT (MSD)

                    Materials or equipment within the GE scope of supply but
                    manufactured by a sub-supplier and shipped directly from the
                    subsupplier to the installation site.

     11.2.1.4 OBSERVE

                    Advance notice of an observation point is provided to the
                    customer and updated as the event nears. Production
                    sequences are followed and the event is not delayed or
                    rescheduled to accommodate customer schedules.

     11.2.1.5 OBSERVATION POINT

                    A specific test or event in the production cycle observed by
                    the customer or his representative without interrupting the
                    normal production flow. Advance notification will be
                    provided to the customer for contractually specified
                    observation points and updated as the event nears.
                    Production sequences will be followed and the event will not
                    be delayed or rescheduled to accommodate customer schedules.


<PAGE>

     11.2.1.6 QUALITY CONTROL REPORTS (QCR)

                    The reporting form used to identify and track manufacturing
                    nonconformances. The customer representative may review any
                    QCR pertaining to his equipment.

     11.2.1.7 RECORDS REVIEW

                    A joint Customer-Quality representative review of
                    Manufacturing and Quality documentation applicable to or
                    typical of the customer's unit.

     11.2.1.8 RIGHTS OF ACCEPTANCE

                    The contractually agreed and stated ultimate power to accept
                    a product or portion of product. Contract documents define
                    the limits of customer rights of acceptance; otherwise, the
                    manufacturer retains the rights.

     11.2.2 ARRANGEMENTS AND ACCESS GUIDELINES

                    Customer representatives will be provided reasonable access
                    to manufacturing facilities for purposes of obtaining
                    information on production progress, determining status, and
                    observing inspections and tests with respect to the customer
                    ordered power generation equipment. All customer contacts
                    with GE during the manufacturing phase are scheduled in
                    advance through designated personnel in Project Management,
                    Project Engineering and/or Manufacturing.

                    Access will be available at the manufacturing facilities
                    during normal working hours and on an off-hours basis where
                    appropriate or necessary for observation of contractually
                    agreed upon production points. The main manufacturing
                    locations are Greenville, SC and Schenectady, NY.

     11.2.3 SUPPLIERS

                    GE Power Generation maintains a high quality global supplier
                    base. These suppliers are subject to rigorous approval,
                    qualification and surveillance processes to maintain this
                    high level of quality. GE will make additions and deletions
                    from time to time to the current supplier list in an effort
                    to improve quality and delivery while maintaining the
                    ability to provide our customer's equipment at competitive
                    prices.

<PAGE>


     11.2.4 QUALITY SYSTEMS MANUAL

                    GE Power Generation has and maintains controlled Quality
                    Manuals in accordance with good quality practices and
                    established standards.

                    The Quality Manuals are primarily a tool to be used by
                    personnel and components in their pursuit of quality. The
                    manuals provide information to integrate the quality system.
                    All quality related instructions are referenced to permit
                    ready access to pertinent information on any portion of the
                    quality system.

                    The Quality Manuals address the following elements:

                    1. Management Responsibility
                    2. Quality System
                    3. Contract Review
                    4. Design Control
                    5. Document Control
                    6. Purchasing
                    7. Purchaser Supplied Product
                    8. Product Identification and Traceability
                    9. Process Control
                    10. Inspection and Testing
                    11. Control of inspection, measuring and test equipment
                    12. Inspection and Test Status
                    13. Control of Non-Conforming Material
                    14. Corrective and Preventive Action
                    15. Handling, Storage, Packaging, Preservation and Delivery
                    16. Quality Records
                    17. Internal Quality Audits
                    18. Training
                    19. Servicing
                    20. Statistical Techniques

     11.2.5 MONITORING AND DIAGNOSTICS

                    At GE's discretion, a Monitoring and Diagnostics (M&D)
                    system may be utilized by GE to perform quality management
                    during the warranty period of a


<PAGE>

                    new unit. The system enables GE's turbomachinery experts
                    located at the M&D Center in Schenectady, NY to remotely
                    monitor trends and detect anomalies that may lead to more
                    serious problems if left uncorrected.

                    The system requires installation of a non-intrusive,
                    proactive GE proprietary computer called the On Site Monitor
                    (OSM) at the customer site to receive and store data from
                    sensors in the unit. The M&D Center, which operates 24 hours
                    per day, seven days a week, periodically accesses the OSM
                    via a phone modem. At the end of the warranty, the OSM may
                    be removed from the customer site.


--------------------------------------------------------------------------------
11.3 GAS TURBINE QUALITY SERVICES

                    The following quality assurance services are available for
                    the Gas Turbine:

     11.3.1 QUALITY SYSTEMS MANUAL (REVIEW)

                    The GE Gas Turbine Quality Manual and related quality system
                    documentation may be reviewed in detail by the customer with
                    a quality organization representative at the gas turbine
                    manufacturing facilities.

     11.3.2 QUALITY PROGRAM REVIEW (PRE-INSPECTION MEETING)

                    A one day project-oriented review can be conducted by
                    manufacturing quality professionals at the manufacturing
                    facility. The customer's representatives are exposed to the
                    quality system, manufacturing facilities, quality control
                    methods and records system. A shop tour is conducted,
                    specific customer required quality services are reviewed and
                    any contract-level quality issues are identified.

     11.3.3 PROGRESS AND QUALITY TOPICS (REVIEW)

                    An informal one day review guided by customer interests and
                    hosted by manufacturing Quality personnel can be held at the
                    manufacturing facility. Specific manufacturing progress is
                    observed, Quality documentation checked, and other customer
                    special interest quality topics discussed.

                    Typical events or activities include:

                    -  Audit rotor or stator materials certifications

<PAGE>


                    -  Audit rotor balance procedures and records

                    -  General Factory Tour

                    -  Audit typical forging NDT practices

                    -  Review typical unit records file

     11.3.4 COMPREHENSIVE PRODUCT QUALITY REPORT

                    Gas Turbine personnel will supply on CD ROM the
                    Comprehensive Product Quality Report (CPQR) containing
                    images of the unit certification sheet, rotor assembly and
                    balance data, unit assembly data, and final gas turbine
                    factory test data (when required). The CD ROM will contain
                    all files, programs, and instructions to allow its use on
                    any IBM Compatible personal computer with a CD ROM drive in
                    a Windows environment. The software provides easy
                    identification and retrieval of any item or image.

                    Three (3) copies of the CD ROM will normally be available
                    four weeks after unit shipment. Quality Records personnel
                    will prepare the CD ROM with data from quality records
                    files.



--------------------------------------------------------------------------------
11.4     GENERATOR QUALITY SERVICES

                    The following quality assurance services are available for
                    generator.

     11.4.1 QUALITY SYSTEMS MANUAL (REVIEW)

                    The Generator Quality Systems Manual and related quality
                    systems documentation may be reviewed in detail by the
                    customer with a quality representative at the manufacturing
                    facilities.



--------------------------------------------------------------------------------
11.5 PURCHASED EQUIPMENT QUALITY SERVICES

                    These services are provided for the major vendor purchased
                    material and equipment required for the turbine-generators.

     11.5.1 SUPPLIER QUALITY SYSTEM

                    GE Power Systems utilizes the following three step process
                    for selecting and controlling the quality of the products
                    received from our suppliers:

<PAGE>


                    -  Supplier Approval--An approved supplier is one that
                       has been authorized by functional representatives to
                       receive a GE Power Generation Purchase Order.
                       Additional suppliers are selected for potential
                       approval on an on-going basis to maintain high
                       quality, cost effective suppliers.

                    -  Supplier Qualification--Product specific reviews,
                       inspections and qualifications are performed once a
                       purchase order has been placed to assure the supplier
                       complies with the customer requirements. A qualified
                       supplier is one that has proven its ability to
                       manufacture a component to satisfactorily meet all GE
                       requirements.

                    -  Supplier Surveillance--Inspections and quality audits
                       are performed where required to assure conformance to
                       customer requirements.

     11.5.2 SUPPLIER QUALITY SYSTEM REVIEW

                    GE Sourcing (purchasing) personnel or a GE representative
                    will arrange for and accompany where necessary the
                    customer's representative on quality-oriented visits to
                    subsuppliers. Emphasis is placed on equipment to be shipped
                    direct to the customer site (MSD equipment). The customer's
                    representative may review the subsupplier's quality program,
                    the GE quality plan for the subject equipment and the status
                    and condition of the equipment designated for their unit.
                    This visit should be coordinated with specific supplier
                    production cycle events or tests as applicable.


--------------------------------------------------------------------------------
11.6     STANDARDS AND PROCEDURES

     11.6.1 GENERAL

                    GE has traditionally designed and manufactured its products
                    in accordance with GE standards, specifications and
                    procedures which are based on U.S. National Codes and
                    Standards applicable to the product. Depending on product
                    needs, the GE standards may fully meet or exceed the
                    corresponding National Code (ASME, NEC, QWS), or deal with
                    state-of-the-art materials, or govern a new proprietary
                    process, or address a special foreign code requirement or
                    meet GE design requirements.

                    The customer or his representative may review and discuss
                    the standards at the manufacturing facilities but copies
                    will not be provided and contents will not be altered.

<PAGE>


                    GE specifications, standards, and procedures are also
                    applied to all purchased materials for the GE supplied
                    equipment.

     11.6.2 NON-DESTRUCTIVE TESTING (NDT)

                    The non-destructive testing practices are based on ASTM
                    standards and ASNT recommended practices as deemed
                    appropriate for the manufacture of the equipment. NDT
                    personnel training is guided by SNT-TC-1A and the necessary
                    process specifications are in place to direct NDT activities
                    including:

                    -  Radiographic (X-Ray)

                    -  Liquid Penetrant (Red Dye)

                    -  Fluorescent Penetrant (i.e. Zyglo)

                    -  Ultrasonic

                    -  Eddy Current

                    -  Magnetic Particle

                    -  Bore Etch and Spin

                    -  Hydrostatic Testing

                    -  Kerosene and Whiting

                    -  Red and Blue Surface Contact

     11.6.3 RIGHTS OF APPROVAL AND ACCEPTANCE

                    GE reserves all rights of acceptance/rejection for
                    components or characteristics except where specifically
                    defined in the GE/Customer contract documentation.

                    Customer reviews or observations of factory tests and
                    inspections do not constitute a waiver of requirements to
                    meet the specified operating conditions, nor does customer
                    inspection relieve GE of its responsibilities.

<PAGE>


     11.6.4 DRAWINGS AND RECORDS

                    Drawings and records are available for review and discussion
                    on a specific case basis at the manufacturing facility.
                    Copies will not be provided except for normal purchaser
                    drawings and where specifically required in the contract.


--------------------------------------------------------------------------------
11.7 CUSTOMER REVIEW OF GE DOCUMENTATION

                    A customer may review whatever quality control plans,
                    procedures, drawings or records are necessary for
                    operations/tests/inspections performed on his parts. (Under
                    certain conditions when his parts may not be available,
                    `typical' documentation, may be reviewed to demonstrate
                    examples.) Due to the fact that such documentation usually
                    contains information considered proprietary, copies are not
                    provided.

                    All documentation reviews will be conducted with an
                    authorized representative, such as the area Quality and
                    Process Engineer. This is necessary as such documentation is
                    usually of a "working" nature and will need interpretation
                    by a knowledgeable individual.

                    Since the review of documentation and data will usually
                    involve in-process product and activities, certain types of
                    documentation may not be made available for customer review
                    until after full resolution and/or implementation of related
                    issues.

                    Advance submittals of specifications, procedures and
                    manufacturing quality plans are not provided.


--------------------------------------------------------------------------------
11.8 CUSTOMER OBSERVATION POINTS

                    The customer, by previous arrangements, can be notified in
                    advance of significant events in the manufacturing cycle for
                    his major hardware. The normal practice is to provide the
                    customer with a monthly "milestone" schedule of key
                    activities for each of the customer's units.

                    If specific observation points have been contracted, advance
                    notification (usually 5 days) of observation points will be
                    provided with confirmation of 24 - 48 hours. Production
                    work, testing and equipment delivery will not be delayed to
                    accommodate the inspector.

<PAGE>


                    Supplied equipment and parts are manufactured under a
                    production and inventory control system. Many parts are
                    produced for "inventory" and are not assigned to a specific
                    customer until time of shipment. Thus, except for certain
                    large components and major serialized parts, it may not be
                    possible to provide an observation point on the actual parts
                    a customer will receive. In such cases, GE recommends that a
                    customer observe the test or inspection on similar parts to
                    assure that the procedures and processes are being followed
                    that will assure a quality part.

                    The following tests and inspections are performed in the
                    manufacturing facilities and, are optional observation
                    points. This list should not be taken to mean that any one
                    such test will be performed on a particular part. These
                    points have been developed by GE based upon considerable
                    past experience of what some of our customers have wanted to
                    observe.

     11.8.1 GAS TURBINE TESTS AND INSPECTIONS

     11.8.1.1 ROTOR FINAL BALANCE (OBSERVE) - OPTIONAL

                    THE CUSTOMER REPRESENTATIVE IS INVITED TO OBSERVE THE NORMAL
                    PRODUCTION OPERATION OF FINAL ROTOR BALANCE AT THE
                    APPROPRIATE POINT DURING THE MANUFACTURING CYCLE OF THE
                    CUSTOMER'S UNIT. WHILE GE CAN NOT GUARANTEE THE ROTOR WILL
                    ACTUALLY BE USED IN THE CUSTOMER'S UNIT DUE TO SHIPMENT
                    PRIORITIES, GE WILL MAKE EVERY ATTEMPT TO HAVE THE
                    DESIGNATED ROTOR BE BALANCED. THE COMPLETED ROTOR IS SET UP
                    IN THE BALANCE MACHINE AND STABILIZED. UNBALANCE READINGS
                    ARE TAKEN IN TWO PLANES AT LOW SPEED (300 TO 500 RPM) AND
                    BALANCE CORRECTION IS APPLIED TO ONE OR MORE PLANES BY
                    WEIGHT ADDITION OR REMOVAL. FINAL BALANCE READINGS AND
                    MATHEMATICAL CHECKS ARE PERFORMED TO ASSURE AN ACCEPTABLE
                    ROTOR.

                    Final rotor balance is a single operation on the entire unit
                    for MS6001B, MS6001F, MS7001F, MS9001F gas turbine models
                    (two bearing designs). The MS7001E and MS9001E models,
                    (three bearing designs), have separate balance operations
                    for the compressor section rotor and the turbine section
                    rotor. Manufacturing methods and priorities are such that
                    the customer should plan on separate visits where multiple
                    balancing operations are to be observed.

                    Since GT rotors are considered rigid and are made up of
                    individually balanced, geometrically-controlled components,
                    the low speed balancing operation adequately ensures low
                    vibration levels in the operation unit.

<PAGE>


     11.8.1.2 TURBINE FACTORY FINAL TEST (OBSERVE) - OPTIONAL

                    Factory no-load testing is the principal method of assuring
                    that the gas turbine unit is operable and that the
                    aero-thermal performance is acceptable as compared to
                    factory testing on similar models. Factory testing of gas
                    turbines will be performed on an audit basis as determined
                    by GE. When a customer's specific machine is scheduled for
                    testing, the customer or his representative(s) may be
                    invited to directly observe operation of his gas turbine
                    during its normal final fire testing.

     11.8.1.3 UNIT READY FOR SHIPMENT (OBSERVE) - OPTIONAL

                    Consisting of up to two (2) distinct inspection points
                    depending on the machine and the customer objectives, this
                    option starts with a walk around inspection of the unit in
                    the final stages of preparation for shipment. This
                    inspection is after final painting but before the bolting of
                    batten strips which secure the side panels and prevent
                    internal access for machines with on-base lagging. During
                    this inspection the customer may review overall workmanship,
                    completeness of assembly, adequacy of prime painting,
                    application of flange blanking plates, preservation
                    techniques and general shipping practices.

                               Next the customer may desire to see his unit on
                               the rail car ready for shipment. The unit is
                               fully enclosed, if an on-base lagging design, is
                               secured to the car and appropriately marked. It
                               is then shipped by rail, either to location or to
                               port.

     11.8.2 GENERATOR TEST AND INSPECTIONS

     11.8.2.1 GENERATOR STATOR

     11.8.2.1.1 FINAL ELECTRICAL TEST (OBSERVE)

                    The typically two (2) to four (4) hour inspection includes
                    the following:

                    -  GENERAL VISUAL INSPECTION OF THE FULLY ASSEMBLED STATOR

                    -  WINDING RESISTANCE MEASUREMENT--The dc resistance of each
                       phase is measured with a low resistance ohm meter along
                       with the winding temperature.

<PAGE>


                    -  INSULATION RESISTANCE MEASUREMENT--Prior to the final
                       winding high potential test, the insulation resistance
                       over a ten minute period is measured with a 500 volt dc
                       insulation tester.

                    -  HIGH-POTENTIAL TEST--The windings of the armature are
                       tested by grounding two phases and applying a 60 Hz
                       voltage whose RMS value is twice the machine's rated
                       voltage plus 1000 volts. This test is repeated for each
                       phase. This test is done per GE standard which meets or
                       exceeds IEEE 115 and ANSI C50.10.

     11.8.2.2 GENERATOR FIELD

     11.8.2.2.1 OVERSPEED AND BALANCE (OBSERVE)

                    OVERSPEED TEST--The overspeed test is intended to expose
                    the components of the field assembly to forces higher than
                    normal and demonstrate the ability of the field assembly to
                    withstand such forces. The field is set up in the high speed
                    balance facility, it is held for three minutes at a speed
                    20% above the rated speed of the unit.

                    HIGH SPEED BALANCE--The generator field will undergo a
                    high speed balance. The primary objective of precision
                    balancing is to reduce the residual unbalance of the
                    field to the lowest possible level. The approach used in
                    balancing fields is called modal balancing. Each mode of
                    vibration, or critical speed, is balanced in turn,
                    starting with the lowest speed, on first mode. The
                    process proceeds to each critical in turn from the first
                    to the highest critical within the operating speed range.
                    After all criticals are balanced to a small residual
                    vibration level, balance at rated speed is evaluated.

     11.8.2.2.2 FINAL ELECTRICAL TEST (OBSERVE)

                    -  WINDING RESISTANCE MEASUREMENT--The dc resistance of each
                       phase is measured with a low resistance bridge. The
                       winding temperature is also measured.

                    -  INSULATION RESISTANCE MEASUREMENT--Prior to the final
                       winding high potential test, the insulation resistance
                       over a ten minute period is measured with a 500 volt dc
                       insulation tester.

                    -  High-Potential Test--The windings of the field are tested
                       by applying 10 times the rated field voltage but not less
                       than 1500 volts ac between the field winding and ground
                       for field voltages of 500 volts or less. For fields


<PAGE>

                       rated greater than 500 volts, the test voltage is twice
                       the rated voltage plus 4000 volts ac. This test is done
                       per GE standard which meets or exceeds IEEE 115 and
                       ANSI C50.10.

     11.8.3 CONTROL PANEL FACTORY TEST (OBSERVE)

                    The gas turbine control panels are manufactured at GE's
                    Salem, Virginia plant. Components and modules such as
                    electronic cards and page assemblies undergo extensive
                    inspection and automated computer testing before they arrive
                    at final assembly. All modules with back plane wiring are
                    automatically machine wired and computer checked.

                    After the components and modules are assembled in their
                    parent panel, the equipment is made ready for final test and
                    inspection. The major portions of this procedure include
                    testing and checking of the following:

                    -  All final assembly wiring

                    -  Power distribution and supply systems

                    -  Input/output systems

                    -  Automated (PC based) hardware loop back-checks

                    -  System operation using test software

                    -  Customized requisition software checked in a "Software
                       Test Bed" facility using permanent electronic modules for
                       test

                    -  For a control panel installed in a control compartment,
                       interfaces between generator control panel and other
                       compartment systems.




                               TURBINECONTRACTAPPENDIXA-11

<PAGE>


12.      FACTORY TESTING

--------------------------------------------------------------------------------

                    Please refer to Tab 11 for the GE Factory Testing Programs.



                               TURBINECONTRACTAPPENDIXA-12

<PAGE>


13.      MECHANICAL

--------------------------------------------------------------------------------



                               TURBINECONTRACTAPPENDIXA-13

<PAGE>


14.      ELECTRICAL

--------------------------------------------------------------------------------



                               TURBINECONTRACTAPPENDIXA-14

<PAGE>


15.      REFERENCE DOCUMENTS

--------------------------------------------------------------------------------

The following is a description of information which cannot be submitted
electronically:

<TABLE>

<S>                                                                                                    <C>
Process Specification Fuel Gases for Combustion in Heavy-Duty Gas Turbines - 14 Pages                 GEI-41040F

Gas Turbine Liquid Fuel Specifications - 24 Pages                                                     GEI-41047H

Recommendations for Storage of Liquid Fuels - 5 Pages                                                 GEK-28163

Cooling Water Recommendations for Closed Cooling System - 8 Pages                                     GEI-41004G

Compressor Cleaning - 16 Pages                                                                        GEK-103623B

Standard Field Performance Testing Procedure - 11 Pages                                               GEK-28106A

Standard Field Testing Procedure for NOx Emission Compliance - 8 Pages                                GEK-28172F

Gas Turbine and Accessory Equipment Preservation - 11 Pages                                           GEK-28156C

Lubricating Oil Recommendations for Gas Turbines with Bearing Ambients above
500DEG.F (260DEG.C) - 13 Pages                                                                        GEK-32568E

Heavy Duty Gas Turbine Operating and Maintenance Considerations - 34 Pages                            GER-3620F

Lubricating Oil Piping Specification - 58 Pages                                                       351A7897

Secondary Steam and Water Piping Specification - 48 Pages                                             351A7892

</TABLE>


                               TURBINECONTRACTAPPENDIXA-15

<PAGE>


EQUIPMENT AND SERVICES SPECIFICATION
APPENDIX A - M

FOR

SIX (6) PG7241FA 60 HZ
COMBUSTION GAS TURBINE
PACKAGED POWER PLANTS

TO

TENASKA INC.

FOR THE

TENASKA GEORGIA GENERATING PROJECT
HEARD COUNTY,GEORGIA

                                                         SPECIFICATION NO: 80905
                                                                           -----
                                                              DATED:AUGUST, 1999
                                                                    ------

     GE PROPRIETARY INFORMATION appears on all pages in the Data Sheet,
     Performance Specification, Equipment Scope of Supply, and Commercial
     Sections of this proposal.

<PAGE>


                                Table Of Contents
<TABLE>
<CAPTION>

                                                                                                             TAB

----------------------------------------------------------------------------------------------------------------
<S>                                                                                                          <C>
APPENDIX A

DESCRIPTION OF EQUIPMENT

                         General Equipment Description........................................................1

                         Gas Turbine-Generator................................................................2

                               Gas Turbine Major Equipment and Services List

                               Gas Turbine Mechanical Description

                               Gas Turbine Electrical Description

                               Gas Turbine Control Description

</TABLE>


--------------------------------------------------------------------------------
PERFORMANCE AND OPERATION

<TABLE>

<S>                                                                                                          <C>
                         Component Performance Specifications.................................................4

                         Estimated Gas Turbine Performance....................................................5

                         Performance Curves...................................................................6

                                  Turbine and Generator Performance Curves

                                      Gas Turbine Performance Curves

                                      Gas Turbine Hydrogen Cooled Generator
                                       Performance Curves

                                  Gas Turbine Startup Curves and Duration

</TABLE>

--------------------------------------------------------------------------------
DESIGN BASIS

<TABLE>
<S>                                                                                                          <C>
                         Division of Responsibility/Supply by Others..........................................7

                         Codes and Standards..................................................................8

                         Data Sheets..........................................................................9

                         Fuel Analyses.......................................................................10

</TABLE>

<PAGE>

--------------------------------------------------------------------------------
SERVICES

<TABLE>
<S>                                                                                                          <C>
                         Factory Services....................................................................11

                         Factory Testing.....................................................................12
</TABLE>

--------------------------------------------------------------------------------
DRAWINGS AND DIAGRAMS

<TABLE>
<S>                                                                                                          <C>
                         Mechanical..........................................................................13

                         Electrical..........................................................................14

</TABLE>

--------------------------------------------------------------------------------
REFERENCE DOCUMENTS

<TABLE>

<S>                                                                                                          <C>
                         Reference Documents.................................................................15



                            TURBINECONTRACTAPPENDIXA-MCOVER & TOC


</TABLE>




<PAGE>


                     Appendix B - Payment and Cancellation Schedule

--------------------------------------------------------------------------------



                               TURBINECONTRACTAPPENDIXBCOVER


<PAGE>


                  APPENDIX B-1 - PAYMENT SCHEDULE HEARD COUNTY GEORGIA

[*] The following two (2) pages have been omitted and filed separately with
    the Securities and Exchange Commission as part of a Confidential Treatment
    Request.

<PAGE>


Appendix C



                             APPENDIX C - GUARANTEED
                             PERFORMANCE CRITERIA AND TEST
                             PROVISIONS


<PAGE>





--------------------------------------------------------------------------------

                                   APPENDIX C
               GUARANTEED PERFORMANCE CRITERIA AND TEST PROVISIONS

All references to sections in this Appendix C shall be to sections of this
Appendix C unless otherwise specifically stated.

1.0      LIQUIDATED DAMAGE PERFORMANCE GUARANTEES

         1.1      NET EQUIPMENT ELECTRICAL OUTPUT: Seller guarantees that the
                  Net Equipment Electrical Output, defined as the difference of
                  i.) the sum of the electrical output at the generator
                  terminals of all gas turbine Units at a Site less ii.) the sum
                  of all gas turbine Unit auxiliary loads at a Site (with the
                  gas turbine field performance test data corrected in
                  accordance with Section 3 to the Basis of Liquidated Damage
                  Performance Guarantees conditions set forth in Section 2
                  below) when using the specified fuel shall not be less than
                  the product of i.) number of Units being tested at the Site
                  times ii.) the corresponding values in the column labeled
                  "Guaranteed Net Equipment Electrical Output" in Table 1-1.

                  The Performance Minimum for Net Equipment Electrical Output
                  will be equal to the product of i) the number of Units being
                  tested at the Site times ii) the corresponding value in the
                  column labeled "Performance Minimum Net Equipment Electrical
                  Output" in Table 1-1.

                  The Interim Performance Requirement for Net Equipment
                  Electrical Output will be equal to the product of i) the
                  number of Units being tested at the Site times ii) the
                  corresponding value in the column labeled "Interim Performance
                  Requirement Net Equipment Electrical Output" in Table 1-1.

         1.2      NET EQUIPMENT HEAT RATE: Seller guarantees that the Net
                  Equipment Heat Rate, defined as the quotient of i.) the total
                  fuel consumption of all gas turbine Units being tested at the
                  Site divided by ii.) the total Net Equipment Electric Output
                  of all gas turbine Units being tested at the Site (with the
                  gas turbine field performance test data corrected in
                  accordance with Section 3 to the Basis of Liquidated Damage
                  Performance Guarantees conditions set forth in Section 2),
                  shall have a value not greater than the corresponding value
                  shown in the columns labeled "Guaranteed Net Equipment Heat
                  Rate" in Tables 1-1 attached using the specified fuel.

<PAGE>


                  The Performance Minimum for Net Equipment Heat Rate will be
                  equal to the corresponding value in the column labeled
                  "Performance Minimum Net Equipment Heat Rate" in Table 1-1
                  attached.

                  The Interim Performance Requirement for Net Equipment Heat
                  Rate for each Unit shall be equal to the corresponding value
                  in the column labeled "Interim Performance Requirement Net
                  Equipment Heat Rate" in Table 1-1 attached.

2.0      BASIS OF LIQUIDATED DAMAGE PERFORMANCE GUARANTEES

Upon completion of any Performance Tests for determining Net Equipment
Electrical Output and Net Equipment Heat Rate, gas turbine performance test data
shall be corrected in accordance with Section 3 to the Operating Conditions set
forth below. The corrected data shall be used to calculate the test results for
comparison to the guaranteed values to determine whether the guarantees for Net
Equipment Electrical Output in Section 1.1 and Net Equipment Heat Rate set forth
in Section 1.2 have been satisfied.

2.1      Compressor Inlet Temperature                                  77.0deg F

2.2      Compressor Inlet Relative Humidity                                 88 %

2.3      Barometric Pressure for 785 foot above sea level elevation   14.29 psia

2.4      Inlet and Exhaust Pressure Loss, inches H2O       4.0 inlet/5.5 exhaust
         above atmospheric pressure

2.5      Generator power factor                                     0.95 lagging

2.6      Generator terminal frequency (no correction allowed)           60 Hertz

2.7      Customer Gas composition per page A2-1of this Appendix.

2.8      The fuel will be considered to be a Light Distillate or Diesel Fuel as
         defined in Appendix A in GEI-41047H.

2.9      Net gas turbine electrical output is defined as the measured gross
         output at the generator terminals less the applicable measured
         auxiliary loads. The applicable auxiliary loads are those loads for
         which values are given on Table 2-1 of this Appendix.

2.10     Evaporative coolers are in service.

3.       TEST CRITERIA AND CORRECTION OF SITE TEST DATA

<PAGE>


         The following criteria shall apply to all Performance Tests performed
         to determine satisfaction of the Performance Guarantees.

         3.1      Correction factors shall be developed by the Seller with the
         participation of the Buyer as part of the procedure of performing the
         test, described herein. These corrections shall be limited to:

               3.1.1       Compressor inlet temperature

               3.1.2       Compressor inlet relative humidity

               3.1.3       Barometric pressure for site elevation

               3.1.4       Fuel analyses and corresponding fuel temperatures

               3.1.5       Generator power factor.  Every effort will be made to
                           conduct the Performance Tests at a 0.95 lagging power
                           factor.

          3.2     Seller shall provide during the engineering of the Equipment
                  and upon agreement on test procedures all correction curves
                  required to correct the test data to the Basis of the
                  Liquidated Damage Performance Guarantee conditions.

          3.3     Performance Tests shall be run in two operating modes:  1)
                  base load on gas, and 2) base load on oil.

          3.4     If more than [*] have elapsed for each gas turbine Unit
                  before the time Performance Tests are conducted, Seller shall
                  have the right to inspect the Equipment to assure that the
                  Equipment is in a new and clean condition and request an
                  offline water wash. Upon such request the Contractor shall
                  perform the offline water wash. If the Buyer, at its sole
                  discretion, operates a gas turbine Unit in excess of [*],
                  then the attached performance degradation schedule shall be
                  used.

         3.5      The overall Performance Test measurement uncertainty shall not
                  exceed [*] on Net Equipment Electrical Output or [*] on Net
                  Equipment Heat Rate.

         3.6      Data for each Performance Test will consist of instrument
                  readings taken at no greater than ten-minute intervals over a
                  two hour continuous time span after steady state conditions
                  and one hour stabilization period have been established. Four
                  consecutive thirty minute tests will be conducted, and the
                  average of the four tests' results will be used to determine
                  the achievement of the Liquidated Damages Performance
                  Guarantees.

<PAGE>


         3.7      The gas turbine will be considered to be in a steady state
                  condition when the turbine wheel space temperatures do not
                  change more than 5 degrees F in 15 minutes prior to the test
                  point.

         3.8      Barometric pressure at the project location will be measured
                  with a calibrated digital barometer.

         3.9      The Transco natural gas custody transfer meter will be used
                  for all heat rate calculations applicable when burning gas.
                  Gas fuel flow to the plant will be measured with a flat plate
                  orifice installed in accordance with the requirements of ASME
                  MFC-3M-1989 and ISO-5157-1.[Editors Note: Tenaska/Transco may
                  consider AGA-3 as the preferred standard. The upstream
                  pressure will be measured with a precision test instrument,
                  calibrated differential pressure transducer or gauge, and the
                  gas temperature with a thermometer or thermocouple.

         3.10     Gas samples will be taken from the fuel gas system during the
                  gas fired tests for laboratory measurement of higher heating
                  value and specific gravity. The higher and lower heating value
                  will be determined from the laboratory gas analysis per ASTM
                  D3588. At least one gas sample will be taken every 30 minutes
                  during the tests.

         3.11     Fuel oil samples will be taken from the fuel oil system during
                  the oil fired tests for laboratory measurement of higher
                  heating value and specific gravity. The hydrogen content will
                  be determined by ASTM D1018, or equivalent. The heating value
                  will be determined from the laboratory gas analysis per ASTM
                  D2382, or equivalent. The specific gravity will be determined
                  by ASTM D1480, or equivalent. At least one oil sample will be
                  taken every 30 minutes during the tests.

         3.12     Calculation of gas flow will be done in accordance with the
                  latest AGA standards using compressibility factors calculated
                  from Detail Method of AGA Report No. 8 - 1994.

         3.13     Gas turbine performance corrections will be based on
                  compressor inlet temperature measurements. Compressor inlet
                  air temperature will be measured with at least four (4) RTD's
                  or thermocouples supplied by Seller and installed in the inlet
                  air duct near the gas turbine compressor inlet.

         3.14     Ambient conditions will be measured near the gas turbine inlet
                  air filter. Dry bulb temperature will be measured with a
                  thermometer or thermocouple. Relative humidity or wet bulb
                  temperatures will be determined using a psychrometer.

<PAGE>


         3.15     Units # 2 and # 3 will not require commissioning or testing on
                  fuel oil as a condition of Substantial Completion.
                  Commissioning on fuel oil and completion of the Deferred Tests
                  shall be performed after Commercial Operation. The Deferred
                  Tests are those tests which require fuel oil firing as
                  follows:

                         a.       Net Equipment Heatrate Test (Section 1.2) on
                                  fuel oil.
                         b.       Air Emissions Test (Section 4.1) on fuel oil.
                         c.       Gas Turbine Fuel Switching Test (Section 6.2).
                         d.       Minimum Load Operation at 50% Base Load on
                                  fuel oil (Section 6.3).
                         e.       Gas Turbine Startup on fuel oil (Section 6.4).
                         f.       Gas Turbine Load Rate Change on fuel oil
                                  (Section 6.5).
                         g.       Gas Turbine Fuel Oil Firing (Section 6.7).

         3.16     In any case where this Appendix C, and the "Standard Field
                  Performance Testing Procedure", GEK-28106A, are in conflict,
                  this Appendix C shall prevail.


4.0      PERFORMANCE GUARANTEES (Air Emissions and Noise)

         4.1      Seller guarantees that the hourly average exhaust emissions
                  at base load shall not exceed the concentrations on the
                  attached pages A4-1 through A4-4 for each Unit in steady-state
                  operation.

                  These emissions are based on the following conditions:

                  1.  Natural gas fuel shall be in compliance with  GE, Gas Fuel
                      Specification GEI-41040F, Sections 10 and 15 of Appendix
                      A.

                  2.  Distillate No. 2 fuel oil shall be in compliance with GE
                      Gas Turbine Liquid Fuel Specifications GEI-41047H, Section
                      15 of Appendix A.

                  3.  Testing and system adjustments are conducted in accordance
                      with GE document GEK-28172F, Standard Field Testing
                      Procedure For Emissions Compliance, Section 15 of Appendix
                      A; provided that in the event of a conflict between the
                      foregoing document and the applicable state Emission Test
                      requirements, the state requirements shall prevail.

                  4.  Emissions are on a one hour average basis (except for
                      Opacity).

                  5.  PM10. Seller reserves the right to determine the emission
                      rates on a net basis wherein emissions at the gas turbine
                      inlet are subtracted from the measured exhaust emission
                      rate if required to demonstrate emission rate.

<PAGE>


                  Satisfaction of the above emission limits will be determined
                  in the Emission Test. The Emission Test will be conducted on
                  behalf of Buyer by the EPC Contractor for the gas turbine in
                  accordance with the Prevention of Significant Deterioration
                  (PSD) permit to construct. The Emission Test will be
                  conducted at the Plant stacks for the following pollutants:

                      a.     NOx - EPA Method 20 (or equivalent)

                      b.     CO - EPA Method 10 or 10B

                      c.     Particulates and PM-10 - EPA Method 201A and 202
                             or Method 5 modified to include back-half
                             condensables

                      d.     VOC - EPA Method 25A modified to exclude methane
                             and ethane

                      e.     Opacity - EPA Method 9

                      f.     O - EPA Method 20 (or equivalent)
                              2

                      g.     Moisture - EPA Method 4

                      h.     Flue gas flow - EPA Method 2

         4.2      Noise. Seller guarantees that the actual near field A-weighted
                  sound pressure level in a free field environment resulting
                  from the operation of the gas turbine generators at steady
                  state conditions at any load above 50% of base load shall not
                  exceed 90 dB (A) average, when measured in a free field 3 feet
                  in the horizontal plane from the outermost surfaces of
                  equipment, including piping, conduit, framework, barriers and
                  personnel protection devices if provided, and at an elevation
                  of 5 feet from the machine baseline. Start up, shut down,
                  transients, and off normal conditions are excluded from the
                  warranty.

                  Noise testing methodology will be based on ASME PTC-36-1985
                  for near field readings and ANSI B133.8 for far field
                  readings. Testing will be done in accordance to a test plan
                  agreed to by Buyer and Seller.

                  Intermittent noises such as safety valve blow off and filter
                  pulse noise are not included in the above guarantees.

5.0      GENERAL REQUIREMENTS FOR ACCEPTANCE TESTING

<PAGE>


         5.1      The Acceptance Testing described in this Appendix C consists
                  of the Performance Test, the Emissions Test, and Noise Tests
                  described in Sections 1, 2, 3 and 4, Demonstration Tests
                  described in Section 6, Availability Tests described in
                  Section 7 and Utility Tests described in Section 8.

         5.2      During all Acceptance Testing the Equipment will be operated
                  within normal design limits of the Equipment and in a manner
                  consistent with good utility practices for continuous
                  long-term operation, and the gas turbine control temperatures
                  shall not exceed Seller's recommendation for continuous
                  long-term operation. During Acceptance Testing, the Equipment
                  will be operated from the control room with systems normally
                  operated in automatic operating in the automatic mode.

         5.3      During Acceptance Testing the gas turbine emissions shall be
                  equal to or less than the emission limits specified in Section
                  4.1.

                  Emissions Test compliance will be determined using the results
                  measured by the CEMS. Prior to the Emissions Test, CEMS
                  equipment will be tested in accordance with the applicable
                  requirements of 40 CFR Pt. 60, App F and 40 CFR Pt. 75,
                  Appendix A, as appropriate prior to the start of testing and
                  CEMS will be in service throughout the tests.

                  The EPC Contractor will be responsible for the field
                  functional testing and calibration testing of the CEMS prior
                  to all Acceptance Testing. The EPC Contractor will be
                  responsible for developing CEMS certification protocol and
                  calibration.

         5.4      Prior to and during all Acceptance Testing, all Systems must
                  be ready for normal and continuous operation. The use of
                  temporary equipment will not be allowed unless approved by
                  Buyer and EPC Contractor. Temporary instrumentation will be
                  used where required. During Acceptance Testing the Equipment
                  will operate with normal Plant staffing (all operating
                  functions will be conducted by the permanent operating staff
                  and the EPC Contractor's personnel, including the Seller's
                  technical service representatives, will provide supervision
                  only and will not perform any hands-on operating functions).
                  The Equipment will run in a normal manner with no required
                  Equipment shutdown to reduce auxiliary load. Only Equipment
                  required for normal operation will be in operation.

         5.5      During all Acceptance Testing the Equipment shall be operated
                  in compliance with all permit limits and requirements as
                  measured by Plant instrumentation.

         5.6      Net Equipment Electrical Output will be determined for all
                  Units at a Site in accordance with Section 1.1 and for each
                  combustion turbine Unit individually, as it is available for
                  testing.

<PAGE>


         5.7      Net Equipment Heat Rate will be determined for all Units at a
                  Site in accordance with Section 1.2 and for each combustion
                  turbine Unit individually, as it is available for testing.



6.0      DEMONSTRATION TEST REQUIREMENTS

The following is a list of requirements which shall be demonstrated by the
Equipment:

         6.1      GENERATORS  LEADING / LAGGING  OPERATION.  The gas turbine
                  Unit generator  shall operate at each power factor  constant
                  limit of 0.95 leading to 0.85 lagging for a period of one (1)
                  hour.

         6.2      GAS TURBINE FUEL SWITCHING.  The gas turbine Unit shall
                  change from primary fuel to alternate  fuel and then return to
                  primary fuel at gas turbine  baseload conditions. The duration
                  of each fuel change shall not exceed twenty (20) minutes.

                  6.3 MINIMUM LOAD OPERATION AT 50% OF BASE LOAD. The gas
                  turbine Unit shall operate stable at a power output of 50% of
                  base load for a duration of two (2) hours. The gas turbine
                  Units shall operate within permitted emissions limits as
                  specified in Section 4.1.

                  6.4 GAS TURBINE STARTUP ON NATURAL GAS AND FUEL OIL. Each gas
                  turbine Unit will be started up in the two ways described
                  below. The gas turbine Unit on turning gear prior to the
                  start. Each start will be comprised of start initiation,
                  acceleration to full speed no load, synchonization, and
                  loading to base load output.

                  Startup tests and test criteria:

                  a) A normal Start firing natural gas will not exceed 30
                     minutes.

                  b) A normal Start firing fuel oil will not exceed 30 minutes.

         6.5      GAS TURBINE LOAD CHANGE RATE. Each gas turbine generator Unit
                  shall have a loading/unloading rate of no less than 8.3 % of
                  base load output per minute between 0-100% of base load on
                  either fuel.

         6.6      GAS TURBINE EVAPORATIVE COOLER TEST. The gas turbine Units'
                  evaporative coolers shall maintain at least 85% effectiveness
                  for a duration of one hour. This Performance Test Requirement
                  for the Evaporative Coolers may be satisfied only when: (1)
                  the dry bulb temperature exceeds 60 DEG.F,


<PAGE>

                  and (2) there is a minimum 10DEG.F difference between wet
                  bulb and dry bulb temperatures.

                  Evaporative cooler effectiveness shall be determined by test
                  data as follows:

                  X = (Dbt - CITt) / (Dbt - Wbt)

                  Where:
                           X - tested evaporative cooler effectiveness
                           (expressed as a fraction)
                           Dbt - dry bulb temperature, deg F
                           CITt - compressor inlet temperature, deg F
                           Wbt - wet bulb temperature, deg F
                           t - at test conditions

         6.7      GAS TURBINE FUEL OIL FIRING.  Each gas turbine Unit shall
                  operate for one hour at base load, in a stable manner,  while
                  fired 100% with the specified #2 fuel oil and without any
                  combustion system or combustion turbine temperature alarms.



7.0       AVAILABILITY TEST

The Availability Test will demonstrate the ability of each gas turbine Unit to
operate reliably with a [*] availability or greater. The Availability Test will
be deemed satisfied when each Unit operates reliably and with a [*] availability
for 12 consecutive hours per day over a period of 2 consecutive days or Buyer
provides Seller written notification that the Availability Test is satisfied

During each hour of the Availability Test, the Unit will be expected to operate
above the applicable gas-fired, base load Guaranteed Net Equipment Electrical
Output value shown in Table 1-1 of this Appendix. Credit for Unit output above
the applicable value in the tables will not be allowed. No corrections to Unit
output will be made unless ambient conditions exceed the test rating conditions
in Section 3.1. The Availability Test will be deemed successful if the corrected
net energy (kWh) value divided by the number of hours operated during the
Availability Test is greater than [*] multiplied by the the applicable
Guaranteed Net Equipment Electrical Output value from Tables 1-1 of this
Appendix.

If the gas turbine Units are available to run but cannot due to reasons beyond
Seller's control, the Availability Test will be deemed satisfied when :

1)  each Unit operates reliably and with a [*] availability for 40 hours, or

<PAGE>


2)  30 calendar days have passed since Seller has made the Units available for
    the Availability Test.

The "10 Hour Availability  Test" referred to in Sections 17.1(b) and 17.2(d) of
the Agreement will be deemed passed when the Unit  successfully  completes ten
hours of continuous operation when burning natural gas and at base load.


8.0      UTILITY TESTS

         8.1      The Utility Tests shall consist of a Capacity Test and a Gas
                  turbine Evaporative Cooler Test. Seller has no requirements
                  arising out of the Utility Test; provided that Buyer or the
                  EPC Contractor on Buyer's behalf will use the Utility Tests to
                  determine satisfaction of certain guarantees and requirements
                  made by Seller.

                   8.1.1   The Capacity Tests will be used by Buyer or the EPC
                           Contractor to establish the Plant capacity under the
                           Utilities Power Purchase Agreement(s). These tests
                           require simultaneous operation of the gas turbines.
                           As part of the Capacity Test, a Gas turbine
                           Evaporative Cooler Utility Test will be conducted as
                           specified in Section 8.2.2 herein. The test may
                           coincide with the test described in Section 6.6.

                   8.1.2   Test corrections will be used to adjust the tested
                           output of the Plant to the conditions defined in
                           Section 8.3.

                   8.1.3   Seller's data and performance curves will be used for
                           developing corrections to test data to Standard
                           Conditions listed in Section 8.3.

               8.2         Procedures and Test Requirements

               8.2.1       General

               8.2.1.1     The Capacity Test will be 2 hours in duration.

               8.2.1.2     The Capacity Test will be conducted with all normally
                           operated auxiliaries in service and with the Plant
                           operated at a power factor between 0.95 leading to
                           0.95 lagging.

               8.2.1.3     The Plant will be operated on natural gas.

               8.2.1.4     Buyer or EPC Contractor on Buyer's behalf will
                           provide notice to Seller at least 50 hours before the
                           Capacity Tests.  Utility personnel will be allowed to
                           witness the Capacity Tests.

<PAGE>


               8.2.1.5     Reactive power data will be collected from the
                           Utility (kWh) meter used for measuring net reactive
                           power output to the transmission system. The change
                           in meter readings over a set time period will be used
                           to calculate a net capacity value.

               8.2.1.6     The output of the gas turbine generators shall be
                           corrected in accordance with the conditions specified
                           herein. The corrections will then be applied to the
                           Utility kWh meter readings.

               8.2.1.7    Calculated contract capacity shall be rounded off to
                          the nearest 100 kW.

               8.2.1.8    No adjustments shall be made to the capacity
                          calculations for tolerances due to measurement
                          uncertainties.

               8.2.1.9    A minimum of six (6) complete sets of data shall be
                          collected at ten-minute intervals for each one hour
                          test run.

               8.2.1.10   Computations for correcting capacity shall be
                          performed immediately following each test run.

               8.2.1.11   The preliminary corrected capacity results shall be
                          available upon completion second test run
                          calculations.

               8.2.1.12   The Plant Net Capacity shall be the average of the net
                          plant output corrected to Standard Conditions (Section
                          2) calculated for each test run.

               8.2.1.13   A preliminary report summarizing the test results will
                          be prepared and issued by the EPC Contractor or the
                          Buyer within 24 hours upon which the test is
                          completed. EPC Contractor shall issue final report
                          within two (2) weeks of test completion.

         8.2.2    Gas Turbine Evaporative Cooler Utility Test

               8.2.2.1    Gas Turbine Evaporative Cooler Effectiveness shall be
                          determined by test data as follows:

                             X = (Db  - CIT ) / (Db  - WB )
                                    t      t       t     t
                          Test evaporative cooler effectiveness will be used to
determine the compressor inlet temperatures at Standard Conditions (Section 8.3)
as follows:

                             CIT   = Db    - X (Db    - Wb  ) = 94 - X (20)
                                sc     sc         sc      sc

                          Where:

<PAGE>


                             X        = tested evaporative cooler effectiveness

                             DB       = dry bulb temperature, DEG.F
                               t

                             CIT      = compressor inlet temperature, DEG.F
                                t

                             WB       = wet bulb temperature, DEG.F
                               t

                             t        = at test conditions

                             sc       = standard conditions

                             DB       = 94 DEG.F
                               sc

                             Wb       = 74 DEG.F
                               sc

         8.2.2.2  The Evaporative Cooler Utility Test shall be performed only
                  if : (1) the dry bulb temperature exceeds 60 DEG.F, and (2)
                  there is a minimum 10 DEG.F difference between wet bulb and
                  dry bulb temperatures.

         8.2.2.3  If the Evaporative Cooler Utility Test cannot be performed
                  due to restrictions in Section 8.2.2.2 above, then the
                  Sellers design evaporative cooler effectiveness (85%) will
                  be used during the interim to determine Plant Net Capacity.
                  The evaporative cooler will be tested independently at
                  earliest time acceptable to all parties (Utility, Owner, EPC
                  Contractor and Seller).

         8.2.3    Gas Turbine

         8.2.3.1  Utility Test shall be performed at the gas turbine
                  manufacturer rating for continuous service which is normally
                  designated as "base firing mode" for a dry low NO(SUB.x)
                  combustion system without gas turbine diluent injection for
                  NO(SUB.x) control.

         8.2.3.2  Capacity corrections curves shall be provided to adjust for
                  the effects of compressor inlet temperature and barametric
                  pressure

         8.2.3.3  The tests will be performed after the gas turbine Unit
                  reaches steady state condition. The Unit will be considered
                  in a steady state condition when turbine exhaust temperature
                  does not change by more than 5 DEG.F in fifteen minutes prior
                  to test.

         8.2.3.4 The effect of relative humidity on turbine performance will be
                 neglected, except for the effect on compressor inlet
                 temperature.

         8.2.3.5 No adjustment shall be made for inlet or exhaust pressure drop.


<PAGE>

         8.2.3.6  The measured value of barometric pressure shall be corrected
                  for temperature if required by measuring device. The
                  recorded pressure shall then be compared to the standard
                  conditions for determining the capacity correction factor.
                  Only the gas turbine output will be corrected for barometric
                  pressure.

         8.2.3.7  Compressor inlet temperature shall be measured with the
                  permanently installed compressor inlet thermocouple or RTD's.
                  Four (4) measuring devices shall be in service.


8.3      Standard Conditions Test data from the Utility Test described in this
         Section 8.0, shall be corrected to the Standard Conditions set forth in
         this Section 8.3. Correction factors shall be developed by the Seller
         with the participation of the Buyer as part of the procedure for
         performing the test, and at the EPC Contractor's option, in accordance
         with the guidelines set forth in ASME PTC-22 for the gas turbines.

                8.3.1  Standard Conditions for correcting Utility Test results
                are given in Section 2.


<PAGE>




                        TURBINE CONTRACT APPENDIX C


<PAGE>

                                   APPENDIX C
           GUARANTEED PERFORMANCE AND INTERIM PERFORMANCE REQUIREMENTS

                                                                      Table 1-1

[*] This one (1) page has been omitted and filed separately with the
    Securities and Exchange Commission as part of a Confidential Treatment
    Request.




<PAGE>

                                                            APPENDIX C TABLE 2-1


[*] This one (1) page has been omitted and filed separately with the
    Securities and Exchange Commission as part of a Confidential Treatment
    Request.


<PAGE>

                                    [Graph]

<PAGE>

[*] The following four (4) pages have been omitted and filed separately with the
    Securities and Exchange Commission as part of a Confidential Treatment
    Request.


<PAGE>

                                    [Graph]

<PAGE>
                            CUSTOMER GAS COMPOSITION

See Section 10.0 "Fuel Analyses", of Appendix A to this Contract for the
Customer Gas Composition.


<PAGE>



                                     APPENDIX D - OPTION LIST

--------------------------------------------------------------------------------

<PAGE>

                                                                   CONFIDENTIAL


                              APPENDIX D - OPTIONS

In accordance with the provisions of Section 9.2 of the Contract for Purchase,
the following is a summary of the options available to the Buyer in connection
with the Equipment. The scheduled Delivery Date shall not be impacted provided
that Buyer exercises such options on or prior to the submission of the
Manufacture Release Notice.

<TABLE>
<CAPTION>

A.  Gas Turbines                                                            Unit Price            Unit Price        Georgia Contract
                                                                            Change (CT 1-3)      Change (CT 4-6)         Pricechange
<S>                                                                         <C>                  <C>                <C>
  1 Two static start systems for three gas turbines (cross connected)                [*]                  [*]                   [*]

  2 Two years extended warranty with "in and out" for three (3) units                [*]                  [*]                   [*]

  3 Inlet chilling system to 45 o F CIT (per unit)                                   [*]                  [*]                   [*]

  4 Gas turbine generator performance monitoring instrumentation (per unit).         [*]                  [*]                   [*]
    Compressor bellmouth static and differential pressure transmitters and
    compressor inlet RTDs.

  5 AACA generator protection panel in lieu of BABA panel (per unit)                 [*]                  [*]                   [*]

  6 Current transformers (per unit).  Additional C800 class CTs for                  [*]                  [*]                   [*]
    transformer differential scheme.

  7 Delete Power System Stabilizer (PSS) but have capability to add later            [*]                  [*]                   [*]
    (per unit)

  8 Generator line-side compartment drawout PTs (price per unit)                     [*]                  [*]                   [*]
    Excitation (1 set per unit). Relaying (1 set per unit)

  9 Second single-phase standard battery charger (per unit)                          [*]                  [*]                   [*]

  10 Gas turbine generator breaker (per unit)                                        [*]                  [*]                   [*]

  11 Second generator breaker synchronization (per unit)                             [*]                  [*]                   [*]

  12 Silencers for all vent fans (per unit)                                          [*]                  [*]                   [*]

  13 Delete fire protection system CO2 tanks (per unit)                              [*]                  [*]                   [*]

  14 VAR/Power Factor control via Mark V (per unit)                                  [*]                  [*]                   [*]

  15 Combustion Monitoring System                                                    [*]                  [*]                   [*]

  16 FM200 Tanks and Supply (per unit)                                               [*]                  [*]                   [*]

  17 Local Operator Multi-Unit Interface [I] up to eight units                       [*]                  [*]                   [*]

  18 Two-stage standard pad-type media filters versus self-cleaning                  [*]                  [*]                   [*]
     inlet filters (per unit)

  19 Corrosion-resistant versus standard media filters (per unit)                    [*]                  [*]                   [*]

  20 Delete unit walkways (per unit)                                                 [*]                  [*]                   [*]

  21 Delete natural gas fuel heater (per unit)                                       [*]                  [*]                   [*]

  22 Delete air processing unit (per unit)                                           [*]                  [*]                   [*]

  23 Freight differential to Georgia versus shipment to Texas (per unit)             [*]                  [*]                   [*]

  24 Additional remote [I] (per unit)                                                [*]                  [*]                   [*]

  25 Additional GEC equipment (Heard County vs. Frontier) (per unit)                 [*]                  [*]                   [*]

  26 Cooling water module (i.e., for simple cycle operation) (per unit)              [*]                  [*]                   [*]

  27 Acoustic barrier wall (per unit)                                                [*]                  [*]                   [*]

  28 Epoxy paint for inlet ducting (per unit)                                        [*]                  [*]                   [*]

  29 Additional air conditioner (per unit)                                           [*]                  [*]                   [*]

  30 Mark V configuration changes (Heard County vs. Frontier) (per unit)             [*]                  [*]                   [*]

  31 Static Start Differential (3 for 6 vs. 2 for 3) (per unit)                      [*]                  [*]                   [*]

  32 TDI Differential (75 mnwks/unit vs. 100 mnwks/unit) (per unit)                  [*]                  [*]                   [*]

  33 Exhaust Stack (per unit)                                                        [*]                  [*]                   [*]

  34 DLN 2.6 at 9 ppmv NOx in lieu of 15 ppmv NOx  (per unit)                        [*]                  [*]                   [*]

  35 Stainless steel generator cooler tubes in lieu of  90/10 copper                 [*]                  [*]                   [*]
     nickel (per unit)

  36 Freight differential to Alabama versus shipment to Texas (per unit)             [*]                  [*]                   [*]

  37 Mark V remote control and monitoring to include: two (2)                        [*]                  [*]                   [*]
     ETHERNET links (one for each of two remote [I]/[G];
     two (2) remote multi-unit [I]/[G] processors; and one
     (1) []]/[G] for the Mark V [C] communications processor
     and one (1) for the redundant [D] processor (per unit)

  38 Provide time synchronizing card to the time synchronize the                     [*]                  [*]                   [*]
     Mark V's to the plant controls

  39 GE gas meter runs.  Furnish to AGA-3 requirements. (per unit)                   [*]                  [*]                   [*]

</TABLE>

<PAGE>


                              APPENDIX E - TRAINING

-------------------------------------------------------------------------------
SUMMARY

                               A comprehensive training program is conducted for
                               a selected number of Owner's engineers,
                               operations and maintenance personnel. The
                               training will be conducted at the Owner's job
                               site. Optional training at facilities in the
                               United States can be provided at extra cost.

                               The Owner's personnel assigned for training must
                               have prior general knowledge of power plant
                               systems operation.

                               A GE training coordinator is designated for the
                               project who is familiar with overall plant design
                               and system operations. This person schedules and
                               coordinates job site training, as well as
                               integrates individual systems training into the
                               overall plant operation from Schenectady, NY. An
                               on site training coordinator may be provided at
                               extra cost.

                               The training programs will cover the areas
                               specified below and detailed on the following
                               pages:

 OPERATORS TRAINING

<TABLE>
<CAPTION>

 ---------------------------------------------------------------------------------------------
 Gas Turbine-Generator Operation  (On-Site)                                           2 weeks
<S>                                                                                   <C>
 ---------------------------------------------------------------------------------------------
 TOTAL OPERATORS TRAINING                                                             2 WEEKS
 ---------------------------------------------------------------------------------------------

 MAINTENANCE TRAINING

 ---------------------------------------------------------------------------------------------
 Gas Turbine (On-Site)                                                                 1 week
 ---------------------------------------------------------------------------------------------
 TOTAL MAINTENANCE TRAINING                                                            1 WEEK
 ---------------------------------------------------------------------------------------------

 I&C AND ELECTRICAL TRAINING

 ---------------------------------------------------------------------------------------------
 Excitation for AC Generators  (On-Site)                                                1 day
 ---------------------------------------------------------------------------------------------
 Excitation for AC Generators (Schenectady)                                            1 week
 ---------------------------------------------------------------------------------------------
 SPEEDTRONIC Mark V for Operators (On-Site)                                            1 week
 ---------------------------------------------------------------------------------------------
 SPEEDTRONIC Mark V Technician's Level (Schenectady)                                  2 weeks
 ---------------------------------------------------------------------------------------------
 LCI Static Start (Off-Site - Salem)                                                   1 week
 ---------------------------------------------------------------------------------------------
 TOTAL I&C AND ELECTRICAL TRAINING                                                  6.2 WEEKS
 ---------------------------------------------------------------------------------------------

 ---------------------------------------------------------------------------------------------
 TOTAL TRAINING                                                                    9.2  WEEKS
 ---------------------------------------------------------------------------------------------

</TABLE>

<PAGE>


--------------------------------------------------------------------------------
TRAINING MATERIAL AND RELATED CONDITIONS (ON-SITE TRAINING)

                    - Classes run daily (five days/week) and are limited to six
                      (6) hours. The actual class time, a.m. and p.m. hours, is
                      dictated by the availability of the equipment and the
                      students per the normal work schedule. Each class time
                      period should be agreed to by the Owner's management and
                      GE's instructor(s) at the beginning of the program. The
                      six (6) hour class limitation will allow ample time for
                      the instructor(s) to prepare the next session's work plan.

                    - A maximum of fifteen (15) students per class can be
                      accommodated On-Site.

                    - This training is scheduled to be conducted during 2001. If
                      performance of training is delayed beyond 2001, a six
                      percent (6%) per year escalation charge shall be added to
                      quoted rates and fees. o English-speaking instructor(s)
                      will be furnished for the course duration.

                    - Each student will be furnished a suitable bound course
                      instruction and reference handbook in English; shipment
                      costs have been included in the firm price quoted herein.
                      Any materials furnished are exclusively for the use of the
                      Owner's personnel. This material is not for resale or to
                      be distributed to third parties, nor is it to be copied or
                      reproduced without GE's prior written permission.

                    - A climate controlled class room suitable to accommodate
                      and seat comfortably all students and provide a 35mm slide
                      projector, an overhead projector for transparencies,
                      projector for personal computers, chalk, erasers, pencils
                      and flip chart paper as required.

                    - Equipment walk around and panel familiarization will be
                      dependent upon equipment availability.

                    - For SPEEDTRONIC Mark V training, Buyer needs to provide
                      PCs capable of running the Mark V [I] processor software
                      for "hands on" experience in class. One (1) PC for a
                      maximum of every three (3) students is recommended and
                      they will have to meet the following requirements:

                      -- Free hard disk space: 40 megabytes

                      -- Minimum RAM: 16 megabytes

                      -- No disk memory manager programs running (e.g. stacker
                         or double space)

<PAGE>

                      -- 80386 or higher INTEL processor

                      -- MSDOS 5.0 or higher (No Windows 95 or NT)

                      -- VGA monitor

                      -- Mouse or trackball and driver software

                      -- 3 1/2" floppy disk drive

                      -- PCs must be desktop computers with expansion slots that
                         will accept an ARCNET card (e.g. No. IBM PS2 computers
                         or laptop computers)

                      -- Maximum number of computers: 6
                         (ARCNET Lan will not support more than 6)

                      -- Maximum number of students per computer: 3

                    - Any audio or video recording of GE's lecture material is
                      prohibited unless GE grants permission in writing in
                      advance of the training program.

                    - The instructor(s) will retain all visual aids such as 35mm
                      slides and transparencies used to conduct the course.

                    - The power plant equipment should preferably be operable
                      and available to support this course of study.

                    - GE shall be responsible for the instructors travel and
                      living expenses during the training period.

                    - Buyer agrees to pay GE for any additional time spent by
                      the instructor at the request of Buyer beyond those quoted
                      herein. This shall include all overtime hours. For such
                      additional training, GE shall invoice Buyer at GE's
                      current Commercial Rate Schedule, IDR, copy to be provided
                      at Buyer's request.

--------------------------------------------------------------------------------
TRAINING MATERIAL AND RELATED CONDITIONS - GE SITE BASED TRAINING

                    - This training is scheduled to be conducted during 2001. If
                      performance of training is delayed beyond 2001, a six
                      percent (6%) per year escalation charge shall be added to
                      quoted rates and fees.

                    - One (1) daily class (five days/week) will be limited to
                      six (6) hours. The actual class time, a.m. and p.m. hours,
                      is dictated by the availability of the equipment and the
                      students per the normal work schedule. Each class time

<PAGE>

                      period is agreed to by the Owner's management and GE's
                      instructor(s) at the beginning of the program.

                    - A maximum of fifteen (15) students per class can be
                      accommodated on-site, the number of students that can be
                      accommodated in Schenectady is three (3).

                    - Each student will be furnished a suitable bound course
                      instruction and reference handbook in English. Any
                      materials furnished are exclusively for the use of the
                      Owner's personnel. This material is not for resale or to
                      be distributed to third parties, nor is it to be copied or
                      reproduced without GE's prior written permission.

                    - Any audio or video recording of GE's lecture material is
                      prohibited unless GE grants permission in writing in
                      advance of the training program.

                    - The instructor(s) will retain all visual aids such as 35
                      mm slides and transparencies used to conduct the course.

--------------------------------------------------------------------------------
TRAINING SCHEDULE

                    After engineering design has been finalized, training is
                    conducted during a mutually-agreeable time.

--------------------------------------------------------------------------------
COURSE CONTENTS FOR THE MAJOR PLANT COMPONENTS

           GAS TURBINE-GENERATOR OPERATION COURSE

           COURSE DESCRIPTION:

                    This site-specific course is designed to enable engineers,
                    supervisors, operations and maintenance personnel to safely
                    operate GE designed heavy duty turbine generator units. This
                    course develops a background in turbine generator operation
                    which will enable participants to properly analyze operating
                    problems and take the necessary corrective action.

                    Emphasis is placed on the operator's responsibilities with
                    regard to auxiliary systems, operational data taking, and
                    data evaluation. Operators are instructed in how to
                    interpret fault annunciation. The


<PAGE>

                    course focuses on the starting, loading, and specific
                    operator checks of the various turbine support and auxiliary
                    systems to ensure safe and reliable operation of the turbine
                    unit. Also covered is the effect that operation has on major
                    mechanical maintenance.

                    Content:

                    The typical Operation course covers the following areas:

                    Gas Turbine Operations
                    ----------------------
                    - Gas Turbine-Generator Fundamentals
                      - Basic theory of operation
                      - Base and machine arrangement
                    - Support Systems Operation, and System Checks
                      - Inlet Filter
                      - Lube Oil
                      - Hydraulic and Control Oil
                      - Cooling Water
                      - Cooling and Sealing Air
                      - Fuel system(s)
                      - Starting Means
                      - Heating and Ventilation
                      - Fire Protection
                    - Control System
                      - Arrangements
                      - Control Functions and Operating Sequences
                      - Protection Functions
                    - Operator Responsibilities
                      - Data Taking and Evaluation
                      - Operating Limits
                      - Required Operator Action on Various
                      - Annunciation Indications
                    - Unit Operation
                      - Startup
                      - Normal Operation
                      - Shutdown
                      - Emergency Procedures
                    - Generator
                      - Machine Theory

<PAGE>

                      - Components Stator/Field
                      - Power System Load Characteristics And Power Factor
                    - Excitation
                      - Equipment Operation
                      - Alarms, Trips

                    - Generator
                      -- Fundamentals
                      -- Generator Construction

                    - Generator Auxiliary Systems
                      -- Lubrication
                      -- Generator Cooling System
                      -- Seal Oil/Seal Air

                    - Generator Controls and Protection
                      -- Excitation System
                      -- Digital Generator Protection

                    - Turbine Generator Operation
                      -- Operating parameters
                      -- Start up
                      -- Loading
                      -- Shutdown
                      -- Generator Operation

                    - Operator Responsibilities
                      -- Data Taking and Evaluation
                         Operating Limits and Required Operator Actions

                    COURSE DURATION: 2 WEEKS

                    Course duration is dependent upon the size and complexity of
                    the gas turbine generator unit and the student's background
                    and experience level with power generation equipment.


<PAGE>

           GAS TURBINE-GENERATOR SYSTEMS MAINTENANCE COURSE

                    COURSE DESCRIPTION:

                    This site-specific course is designed to introduce
                    operations and maintenance personnel to the routine
                    preventative maintenance procedures of the turbine-generator
                    support systems required to attain high levels of
                    availability and reliability from the turbine-generator.
                    This course does NOT cover the turbine-generator disassembly
                    inspections required for major mechanical maintenance.
                    Operating and maintenance personnel should attend this
                    course together to develop a working relationship regarding
                    the routine maintenance requirements of the unit.

                    The training will include detailed descriptions of the
                    turbine-generator support systems. This will include a
                    functional description of the system as well as the routine
                    maintenance requirements of the system. If the course is
                    held at the customer's location it will include site visits
                    to familiarize personnel with the location of the various
                    system components and to allow personnel to correlate the
                    system piping schematics to the system hardware. The
                    training will not incorporate any "hands-on" training or
                    component disassembly.

                    CONTENT:

                    The typical Systems Maintenance course covers the following
                    topics:

                    GAS TURBINE MAINTENANCE

                    - Gas Turbine Introduction
                      - Explanation of how a gas turbine works
                      - Introduction to the customer-specific unit

                    - Gas Turbine-Generator Arrangements
                      - Site turbine and accessory base arrangements and
                        enclosures
                      - Site generator and load gear (if applicable)
                        arrangements and enclosures

                    - Support Systems Operation and Routine Maintenance
                      - Inlet and Exhaust Systems including Generator Cooling
                        Air and Inlet Bleed Heat (if applicable)

<PAGE>

                      - Lube Oil System
                      - Hydraulic Oil System
                      - Trip Oil System
                      - Seal Oil System (if applicable)
                      - Inlet Guide Vanes
                      - Cooling Water System
                      - Cooling and Sealing Air System
                      - Fuel System(s)
                      - Atomizing Air System (if applicable)
                      - Water/Steam Injection (if applicable)
                      - Purge Air System(s) (if applicable)
                      - Starting System, including slow-roll/cooldown function
                      - Heating and Ventilation Systems
                      - Fire Protection System
                      - Generator Hydrogen System (if applicable)
                      - Generator Auxiliary Systems (Brush Rigging, Coolers)
                      - Water Wash System as a maintenance tool

                    - Bearings
                      - Inspection and Repair
                      - Bearing Alignment

                    - Turbine Fluid Systems
                      - Lubrication oil and high pressure hydraulic systems
                      - Fluid specifications
                      - Inspection, evaluation, repair and flushing procedures

                    - Turbine Auxiliary Systems
                      - Turning gear, shaft grounding, T.S.I.
                      - Recommended calibration
                      - Inspection, evaluation and repair of the systems

                    - Generator Maintenance
                      - Bearing and coupling inspection and repair, including
                        alignment
                      - Cleaning and inspection of components / systems
                      - Disassembly and assembly of components

<PAGE>


                    - Generator Auxiliary Systems
                      - Brush rigging, coolers, high voltage bushings
                      - Preventative maintenance
                      - Inspection, evaluation and possible repairs

                    - Hydrogen and Stator Water Cooling Systems (if applicable)
                      - Preventative maintenance
                      - Inspection and repair of components
                      - Flushing procedures

                    COURSE DURATION: 1 WEEK

                    Course duration is dependent upon the size and complexity of
                    the gas turbine generator unit and the student's background
                    and experience level with power generation equipment.

                    GENERATOR CONTROL-EXCITATION (EX2000) (TECHNICIANS LEVELS)

                    COURSE DESCRIPTION:

                    This site specific course covers generator parameters,
                    EX2000 control and protective circuits and excitation system
                    settings. A simulator is used to enhance the classroom
                    training.

                    This course is designed to provide a solid background in
                    Digital Excitation System maintenance and troubleshooting
                    skills.

                    CONTENT:

                    The generator Control for Technicians course covers the
                    following areas:

                    - Excitation Fundamentals

                    - Generator Parameters

                    - Excitation System One Line and Excitation Drawings


<PAGE>

                    - Manual/Auto Regulation

                    - Control and Protective Circuits

                    - Digital Excitation System Overview

                    - EX2000 Programmer

                    - Analog and Digital Signal Training

                    - On Line and Off Troubleshooting Maintenance

                    - Digital Generator Protection

                    COURSE DURATION: 1 WEEK

                    The course duration will vary, depending upon the student's
                    background and their familiarity with generator controls and
                    computer based control systems.

                    GENERATOR CONTROL FOR OPERATORS

                    COURSE DESCRIPTION:

                    The course focuses on the operation of the Generator Control
                    System. Operational safety precautions are emphasized for
                    personnel and equipment during operation.

                    To improve the ability of personnel to safely operate the
                    generator and EX2000 excitation system.

                    CONTENT:

                    The Generator Control for Operators course covers the
                    following areas:

                    - Generator Curves

                    - Excitation System Parameters i.e. UEL, V/Hz

                    - Auto and Manual Voltage Regulators

                    - Start/Stop and Synchronizing

                    - On line Operation

                    - Alarms and Fault Codes


<PAGE>

                    COURSE DURATION: 1 DAY FOR A TOTAL OF 8 HOURS

                    The course duration will vary, depending upon the student's
                    background and their familiarity with generator controls and
                    computer based control systems.

                  SPEEDTRONIC-TM- MARK V GAS TURBINE OPERATOR

                    COURSE DESCRIPTION:

                    This site specific course is designed to instruct a
                    qualified gas turbine operator to the modifications made to
                    upgrade the unit to a SPEEDTRONIC-TM- Mark V Control System.
                    This course covers major topics in the fundamentals of the
                    Gas Turbine Mark V control system and related systems,
                    documentation, backup operators interface [BOI] and the
                    operator's control interface [I].

                    Emphasis is placed on enabling operators and supervisors to
                    confidently operate and monitor the gas turbine using the
                    SPEEDTRONIC-TM- Mark V control system.

                    CONTENT:

                    The typical SPEEDTRONIC-TM- Mark V Turbine Operator Course
                    covers the following areas:

                    GAS TURBINE MARK V
                    ------------------
                    - Gas Turbine
                      - Hardware Modification and Interface

                    - Introduction to SPEEDTRONIC-TM- FundamentaLS
                      - Introduction to control function
                      - Redundancy, Hardware, Security
                      - Startup, Speed, Temperature, Controls
                      - Fuel systems
                      - Protection systems


<PAGE>




                    - SPEEDTRONIC-TM- Control Documentation
                      - Function
                      - Interpretation and use

                    - Operator Interface [I]
                      - Operation
                      - Data retrieval
                      - Display modification

                    - Backup Operator Interface [BOI]
                      - Operation
                      - Data recovery

                    - Startup and shutdown sequence

                     COURSE DURATION: 1 WEEK

                    The course duration will vary, depending upon the student's
                    background and their familiarity with generator controls and
                    computer based control systems.

                  GAS TURBINE SPEEDTRONIC-TM- MARK V TECHNICIANS TRAINING

                    COURSE DESCRIPTION:

                    This site specific course is designed to enable engineers
                    and competent instrument and control technicians to
                    confidently calibrate the controls and diagnose problems in
                    General Electric Gas Turbine SPEEDTRONIC-TM- Mark V Control
                    Systems. The course is designed to provide a solid
                    background in turbine governing systems. Participants
                    increase their skills in relating machine operating
                    requirements to the SPEEDTRONIC-TM- control.


<PAGE>

                    CONTENT:

                    The Gas Turbine SPEEDTRONIC-TM- Mark V Controls course
                    covers the following areas:

                    - Gas Turbine Control Fundamentals
                      - Gas turbine principles of operation
                      - Governing system requirements

                    - Gas Turbine Systems
                      - Piping schematics
                      - Electrical wiring diagrams

                    - Gas Turbine Control
                      - Startup/speed/temperature/other controls
                      - Protection

                    - Control Displays
                      - User's manual

                    - Control System Software
                      - IDOS
                      - File descriptions

                    - Micro Processor Initialization
                      - Troubleshooting

                    - Valve Calibration (LVDT)
                      - Input/output configuration screens

                    - Software Tools
                      - Modifying and downloading control configuration
                      - Data acquisition on Mark V interface
                      - Software backup

                    - Troubleshooting
                      - Gas turbine process alarms

<PAGE>

                      - Mark V panel diagnostic alarms

                      - Governing system requirements
                      - Protection requirements

                    - Documentation Conventions/Terminology
                      - Mechanical
                      - Electrical
                      - Controls


                    - Mark V Hardware - Mark V panel
                      - Operator interfaces [I] [BOI]
                      - Printers

                    COURSE DURATION: 2 WEEKS

                    The course duration will vary, depending upon the student's
                    background and their familiarity with turbine generator
                    controls and computer based control systems.


                    TURBINECONTRACTAPPENDIXE

<PAGE>


--------------------------------------------------------------------------------

                              APPENDIX F - NOT USED

--------------------------------------------------------------------------------


                           TURBINECONTRACTAPPENDIXF




<PAGE>

                                   APPENDIX G

                     DOCUMENTATION AND SPECIAL REQUIREMENTS
                       TENASKA GEORGIA GENERATION PROJECT




1.0      RESERVED


2.0      GAS TURBINE DOCUMENTATION

         This section describes the documentation to support the Buyer's efforts
         to design, install, operate and maintain the Gas Turbine-Generator
         Packaged Power Plant. The documentation requirements are summarized
         below in two categories that are generally aligned with the major
         phases of the Project. These categories are as follows:

                  -        Buyer Design Drawings
                  -        Startup and Operation Documents

         SELLER SHALL FURNISH THE NUMBER OF COPIES OF DOCUMENTS IN THE NUMBER OF
         WEEKS SHOWN AFTER THE ORDER DEFINITION MEETING AS SHOWN BELOW:

         Approvals

         Only the Electrical One-Line Diagram and the Mechanical Outline are
         submitted for Buyer's approval. Errors detected by the Buyer in any
         drawings submitted will be corrected. Approval of these documents by
         the Buyer will not be construed as a complete check of the documents
         and will not lessen the responsibility of Seller.

The Seller will make available at the time of the Design Finalization Meeting
(DFM) "typical" gas turbine Buyer Design drawings as defined in the list below
to facilitate Buyer's preliminary work. A "marked-up" one-line diagram
reflecting the scope of supply under Appendix A shall also be provided.
Significant document revisions by the Seller after the initial issue "For
Approval" or "Approved for Installation" shall constitute the Seller's failure
to meet the Seller's contract obligations for documentation.

<TABLE>
<CAPTION>
  ----------------------------------------------------------------------------------------------------------------------------

                                                                                                     Issued--Approved
                                                                   Issued--For Approval              for Installation
  -------- ---------------------------------------- --------- ------------------------------- --------------------------------
                                                       GE       Repro-                          Repro-
   Code    Category                                   Code      ducible     Prints     Wks      ducible     Prints      Wks
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
<S>        <C>                                      <C>       <C>         <C>        <C>      <C>         <C>        <C>
LD   0     One-Line Diagram                           MLI         1           6        11
           Information:                               0444
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
     1     General Arrangement Information:
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
LD         1.1 GTG Mechanical Outline                 MLI         1           6        12
           1.2 Inlet air Filter Outline               0306
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------

<PAGE>

<CAPTION>
  ----------------------------------------------------------------------------------------------------------------------------

                                                                                                     Issued--Approved
                                                                   Issued--For Approval              for Installation
  -------- ---------------------------------------- --------- ------------------------------- --------------------------------
                                                       GE       Repro-                          Repro-
   Code    Category                                   Code      ducible     Prints     Wks      ducible     Prints      Wks
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
<S>        <C>                                      <C>       <C>         <C>        <C>      <C>         <C>        <C>
     2     Cross-Sectional Drawings:                                                                                    *
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
     3     Outline Drawings:
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
LD         3.1  Buyer's Electrical Connection         MLI                                         1           6         14
                Outline                               0301
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
LD         3.2  Buyer's Piping Connection             MLI                                         1           6         14
                Outline                               0313
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
LD         3.2  Notes for Buyer's Piping              MLI                                         1           6         14
                Connection Outline                    0314
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
    4&5    Foundation Drawings, Loading &
           Bolt Setting Arrangement:
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
LD          .1  Foundation Interface Outline          MLI                                         1           6         14
           including inlet air filter                 0323
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
LD          .2  Foundation Bolting                    MLI                                         1           6         14
                 Arrangement including inlet air      1603
           filter
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
LD          .3  Off-Base Equipment                    MLI                                         1           6         14
                 Foundation Interface Outline         0326
           including isolation transformer, DC link
           reactor, BACC Electrical Outline, PEECC
           Electrical Outline, Generator Terminal
           Enclosure & Access platforms
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
     6     Calculations:                                                                    N/A
  -------- ---------------------------------------- --------- ----------------------------------------------------------------
LD   7     Erection Drawings:                                  Information and Procedures for Installation with shipment of
                                                                 equipment and Temporary Storage. 90 Days Before Shipment.
  -------- ---------------------------------------- --------- ----------------------------------------------------------------
     8     Welding Procedures:
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
           8.1  Document List                         MLI                                         1           6         6
                                                      0438
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
     9     Bills of Material:
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
           9.1  Device Summary                        MLI                                         1           6         11
                                                      0414
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
    10     Piping Schematics:
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
LD         10.1 Schematic Piping Diagrams             MLI                                         1           6         10
                                                      0040
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------

<PAGE>

<CAPTION>
  ----------------------------------------------------------------------------------------------------------------------------

                                                                                                     Issued--Approved
                                                                   Issued--For Approval              for Installation
  -------- ---------------------------------------- --------- ------------------------------- --------------------------------
                                                       GE       Repro-                          Repro-
   Code    Category                                   Code      ducible     Prints     Wks      ducible     Prints      Wks
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
<S>        <C>                                      <C>       <C>         <C>        <C>      <C>         <C>        <C>
    11     Electrical Wiring Diagrams:
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
LD         11.1 Cable Summary                         MLI                                         1           6         12
                                                      0463
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
           Interconnection Diagram                  MIL-0301/                                 1           6          14
                                                    0330
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
    12     Control and/or Annunciator                                                                                   *
           Schematics:
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
LD         12.1  Turbine Control                              One month prior to  SHIP
                   Specification
  -------- ---------------------------------------- --------- ----------------------------------------------------------------
LD         12.2 Generator Protection & Turbine                                            @ SHIP
           Auxiliary Elementary Diagrams
  -------- ---------------------------------------- --------- ----------------------------------------------------------------
    13     Utility Requirements and Diagram                                         See Code 10 Drawing
  -------- ---------------------------------------- --------- ----------------------------------------------------------------
    14     Control Panel Drawings                                                                                       *
           (and/or Operator Station):
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
    15     Allowable Pipe Forces and Moments:                                       See Code 3 Drawing
  -------- ---------------------------------------- --------- ----------------------------------------------------------------
    16     Parts Lists:                                                                                                 *
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
    17
  -------- ---------------------------------------- --------- ----------------------------------------------------------------
    18     Performance Curves:                                                        See Appendix A
  -------- ---------------------------------------- --------- ----------------------------------------------------------------
LD         Control System Configuration             A108                                      1           6          12
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
           Excitation System Elementary Diagrams                                              1           6          12
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
    19     Material Test and Mill Certificates:                                                                        N/A
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
LD  20     Operating & Maintenance Manuals:                                        12 Copies @ Delivery
  -------- ---------------------------------------- --------- ----------------------------------------------------------------
    21     Motor Data Sheets (See Section 6.0)                                                                       2
           including  Atomizing air Compressor                                                                       monthss
           and Water Injection Skid:                                                                                 prior
                                                                                                                     to ship
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
    22     Hydrostatic/Running/Performance
           Tests:
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
    23     Max. Piece Weight and Dimension
           Data:
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
           23.1 Gas Turbine Package Weight            MLI                                         1           6         14
                  & Center of Gravity & Lifting       0408
                  Relative Data
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------

<PAGE>

<CAPTION>
  ----------------------------------------------------------------------------------------------------------------------------

                                                                                                     Issued--Approved
                                                                   Issued--For Approval              for Installation
  -------- ---------------------------------------- --------- ------------------------------- --------------------------------
                                                       GE       Repro-                          Repro-
   Code    Category                                   Code      ducible     Prints     Wks      ducible     Prints      Wks
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
<S>        <C>                                      <C>       <C>         <C>        <C>      <C>         <C>        <C>
    24     Manufacturer's Data:                                                                                         *
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
    25     Vessel, Tank, Exchanger Drawings:                                                                            *
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
    26     Instrument Installation Drawings:                                                                          @ SHIP
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
    27     Control System Configuration:                                                                              @ SHIP
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
LD         Platform/walkway Details                           1           6          9
  -------- ---------------------------------------- --------- ----------- ---------- -------- ----------- ---------- ---------
</TABLE>


------------------
*        Provided in O&M Service Manuals


(1)      Weeks are from the Order Definition Meeting

3.0      NOTES

         3.1      Prior to receipt of Buyer approval on drawings issued "For
                  Approval", Seller may proceed at its risk, subject to the
                  terms of the P.O., with fabrication.

         3.2      Documents submitted to Buyer "For Approval" will be marked,
                  signed and returned. Those marked "Approved as Noted" or
                  "Disapproved" must be corrected by Seller and returned to
                  Buyer within 30 working days after receipt of comments. A
                  response and/or disposition to returned drawings shall be made
                  within no more than 30 working days.

4.0      TESTS

         4.1      Seller shall conduct shop tests as specified in Appendix A.

         4.2      Seller shall notify the Buyer at least 10 working days in
                  advance of starting any test where possible. Neither
                  completion of the work nor shipment of any part of the
                  equipment, however, will be delayed to accommodate Buyer's
                  inspector.

5.0      INSTRUCTIONS

         5.1      Equipment must be tagged with Seller's device tag numbers as
                  designated in the purchase order, or on the first issue of
                  approval drawings, for proper identification at jobsite.

         5.2      Each Seller document requested above must be identified by a
                  specific project number and by both the Seller's equipment tag
                  numbers of the individual components, if any, and the package
                  as a whole.

         5.3      All Seller documents plus one (1) copy of Transmittal Letter
                  shall be forwarded to:

                  Buyer: (_________________)      Seller: (__________________)

<PAGE>

         5.4      When submitting drawings and/or data, Seller shall incorporate
                  as many similar items as possible on each document.

         5.5      Any Seller documents required as a result of issuing of
                  supplements to the Purchase Order shall be handled in the
                  manner outlined above.

6.0      MOTOR DATA

         SELLER SHALL FURNISH THE FOLLOWING ELECTRICAL DATA IN ACCORDANCE WITH
         CODE 21 ON PAGE 7:

         6.1      Motor manufacturer's certified outline drawing.

         6.2      Manufacturer's certified standard nameplate report data sheet.
                  The following is a minimum requirement:

                  1)       Manufacturer's Type and Frame Size
                  2)       Horsepower Output
                  3)       Time Rating
                  4)       Max Ambient Design Temperature
                  5)       Insulation System Design
                  6)       RPM at rated load.
                  7)       Frequency
                  8)       Number of phases
                  9)       Rated load ampere
                  10)      Rated voltage
                  11)      Code letter for lock rotor kVA
                  12)      Design letter
                  13)      NEMA nominal efficiency
                  14)      Service factor

                  Nameplate shall be of stainless steel and stamped per NEMA
                  Standard MG 1 Part 10. Nameplate information shall include as
                  a minimum, in addition to MG 1, the nominal efficiency value
                  per NEMA Standard MG 1 Part 12, the manufacturers stock,
                  design, and/or serial number, the UL, CSA, or other approved
                  Listing Mark, a connection or phase sequence diagram with
                  rotational arrows, and bearing replacement information. The
                  bearing identification shall conform with accepted industry
                  standards, not vendors proprietary nomenclature. Motor shall
                  also be properly marked for the hazardous atmosphere rating of
                  the internal anti-condensation heater, and of the motor, if
                  applicable.

7.0      SPECIAL DATA REQUIREMENTS

         7.1      For pressure vessels, fabrication shall be in accordance with
                  the ASME Boiler and Pressure Vessel Code if required by
                  Appendix A. Section VIII, Division 1, or Section 1, where
                  applicable, and where not applicable, fabrication shall be
                  equivalent to ASME Code.

         7.2      Manufacturer of pressure vessels (lube oil coolers) shall make
                  available at its facility data regarding pressure vessel
                  design and manufacture for Buyer's review. Unit specific data
                  pertinent to the operation and maintenance of the equipment
                  shall be provided in Seller's Service Manuals, submitted at
                  the time of shipment.

                  7.2.1    The following information, where available, shall be
                           included:

<PAGE>

                           (A)    ASME Manufacturer's Data Sheet (Form U-1)
                           (B)    ASME Dimensional Sketch ("As Built") where
                                  spot x-rays shall be shown on the "As Built"
                                  Drawing.
                           (C)    Certified Record Showing Location of Heat
                                  Numbers
                           (D)    Radiograph Record
                           (E)    Certified Report of Chemical Analysis and
                                  Physical Properties of all materials used.
                           (F)    Photostatic Copy of Stress Relief Recording
                                  Charts (Affidavit Attesting Acceptance)
                           (G)    Code Stamp Facsimile (Rubbings) of Nameplate.

8.0      STAMPING AND NAMEPLATE

         8.1      A GE nameplate suitable for outdoor installation shall be
                  supplied and mounted on a readily visible part of the
                  Equipment. Information contained on the nameplate shall be
                  reviewed at the Design Finalization Meeting.

         8.2      The Buyer's order number, item identification number (tag
                  no.), official code symbol and other data as required by the
                  specified code or local authorities having jurisdiction over
                  the installation shall be stamped by Buyer's EPC Contractor
                  on-site. Seller shall provide a ship loose tag kit to
                  facilitate this requirement.

9.0      EPC CONTRACTOR DOCUMENTATION REQUESTS

         Other documentation required by the Buyer's EPC Contractor will be
         specified prior to equipment release for engineering and mutually
         agreed to at the Design Finalization Meeting.

10.0     PREPARATION FOR SHIPMENT

         All equipment parts shall be dry, thoroughly cleaned inside and outside
         and free of all dirt and loose foreign materials. All flange faces and
         other machined surfaces shall be coated with a readily removable rust
         preventative coating and protected against damage during shipment all
         in accordance with Seller's standard practices. Threaded openings shall
         be protected with solid steel plugs.

11.0     GENERAL NOTES

         11.1     Reserved

         11.2     Gas Turbine Documentation

                  The information contained on each drawing and the purpose of
                  each is described below:

                  ONE-LINE DIAGRAM - MLI 0444

                  This drawing contains a simplified electrical schematic of the
                  power system from generator ground to the Buyer's high voltage
                  bus including protective relaying, excitation system and
                  synchronizing system. Also shown on this drawing are auxiliary
                  power systems with schematic display of distribution panels. A
                  location key is used to indicate component locations. Device
                  nomenclature follows the IEEE standard for electrical
                  switchgear.

                  The purpose of this drawing is to define for system
                  coordination protective functions, operational functions
                  (synchronization, breaker closure, load control), short
                  circuit limitations and auxiliary power requirements.

<PAGE>

                  CABLE SUMMARY - MLI 0463

                  This drawing contains information for interconnecting cables
                  and wires connecting to Seller supplied equipment. It
                  indicates "from/to" information, cable size for Seller
                  supplied cables and voltage level requirements, information
                  for the Buyer to supply interconnecting cable/wire not
                  furnished by Seller, and prepare bid specifications for
                  quotation on installation of all required cable/wire.

                  The purpose is to define requirements for Seller and
                  Buyer-supplied cables/wires and necessary information for
                  installation bids.

                  BUYER'S ELECTRICAL CONNECTION OUTLINE - MLI 0301

                  This drawing contains dimensional data concerning location of
                  gas turbine power plant equipment junction boxes, receptacles,
                  cutouts, electrical devices requiring field interconnections
                  and ground stud locations.

                  Cable routing through conduit embedments shown on the
                  Foundation Interface Drawing is shown on this drawing.

                  The purpose is to provide necessary information to allow the
                  Buyer to determine cable trenches and conduit needs for Seller
                  and Buyer-supplied cables/wiring. This drawing identifies the
                  routing of Seller supplied cables through the foundation
                  conduit embedments.

                  GAS TURBINE GENERATOR MECHANICAL OUTLINE - MLI 0306

                  The mechanical outline provides dimensional data (length,
                  width, and height) of the gas turbine package, inlet air
                  filter and all other major pieces of Seller supplied
                  equipment.

                  The purpose of this drawing is to define space requirements
                  for station layout, show generator rotor removal dimensions,
                  cooler tube bundle and lubrication oil filter removal
                  dimension, vertical centerlines for major pieces and outline
                  dimensions of the pieces of equipment that extend beyond the
                  perimeter of the gas turbine package.

                  BUYER'S PIPING CONNECTION OUTLINE - MLI 0313

                  This drawing shows the outline of the gas turbine package with
                  detailed dimensions for Buyer supplied field piping
                  connections with interface dimensions for points that must be
                  connected to a station sump or drain.

                  The purpose is to define the location of field piping
                  connections for Seller supplied loose piping and components,
                  as well as Buyer supplied piping. This includes LCI pre-cooler
                  and cooler.

                  NOTES FOR BUYER'S PIPING CONNECTION OUTLINE - MLI 0314

                  The Buyer's piping connection notes give piping interface data
                  including thread and flange sizes and ratings. Descriptive
                  information is given for connections that are normally plugged
                  and/or are to be connected to the station sump.

                  The purpose is to define piping connections shown on The
                  Buyer's Piping Connection Outline. This includes LCI
                  pre-cooler and cooler.

<PAGE>

                  FOUNDATION INTERFACE OUTLINE - MLI 0323

                  This drawing contains foundation interface information for the
                  main gas turbine and inlet air filter foundation including pad
                  locations and loadings for embedded sole plates. Embedded
                  conduit locations and sizes within the gas turbine foundations
                  are defined.

                  The purpose is to provide information for the design of the
                  foundation for the gas turbine supplied components located on
                  the unit centerline.

                  FOUNDATION BOLTING ARRANGEMENT - MLI 1603

                  This drawing depicts the arrangement of the bolting of the gas
                  turbine, generator, Seller supplied components located on the
                  gas turbine centerline, inlet and exhaust ducts and inlet air
                  filter to the main foundation. The material required for
                  leveling and bolting the components to the foundation and the
                  shims, keyways and keys required for alignment of the gas
                  turbine are defined and the materials that are supplied by
                  Seller are identified.

                  The purpose of this drawing is to supplement the information
                  presented on the Foundation Interface drawing and to define
                  the material supplied by Seller.

                  OFF-BASE EQUIPMENT FOUNDATION INTERFACE OUTLINE - MLI 0326

                  This drawing contains the same information as the preceding
                  drawing except it is for the off-base mechanical and
                  electrical components supplied by Seller. It also includes
                  equipment envelope dimensions and piping and electrical
                  connection points. It also includes platform foundation
                  interface information.

                  GAS TURBINE PACKAGE WEIGHT AND CENTER OF GRAVITY -
                  MLI 0407 & 0408

                  This drawing contains the location of package unit weights and
                  center of gravity for the control compartment, accessory and
                  turbine compartment, generator, GAC, inlet compartment, inlet
                  and exhaust systems, static start equipment, and on-base
                  coolant water module, if provided.

                  The purpose is to provide suggested slinging arrangements and
                  to assist the Buyer in determining lifting requirements for
                  heavier pieces of equipment.

                  SCHEMATIC PIPING DIAGRAMS - MLI 0040

                  These diagrams are functional representations of all packaged
                  power plant fluid systems, such as lubrication oil, coolant
                  system, fuel and fuel forwarding. They contain information
                  regarding flow rates, pressures and temperature requirements
                  at Buyer connection points and identify system capacity to
                  determine initial fill requirements.

                  The purpose is to provide information to allow the Buyer to
                  determine station interconnecting piping design requirements,
                  location of off-base skids, and the amount of lubrication oil
                  and coolant required for operation of the power plant. The
                  schematics also act as source documents for generation of the
                  device summary.

                  DEVICE SUMMARY - MLI 0414

                  The device summary defines the functional characteristics for
                  all mechanical and electrical devices on the gas
                  turbine-generator and their associate components. It is
                  developed from all the schematic drawings and forms the basis
                  for the cable block diagram and connection outlines.

<PAGE>

                  DOCUMENTATION LIST - MLI 0438

                  This drawing is intended to provide a list of commonly
                  required specifications and recommendations for equipment or
                  commodities supplied by the Buyer.

                  The following is provided as applicable:

                    -  Buyer documentation index
                    -  Coolant recommendations for closed cooling system
                       (not included)
                    -  Fuel oil specification
                    -  Fuel gas specification
                    -  Lubrication oil recommendations
                    -  Welding symbol interpretation
                    -  Cable installation data
                    -  Drafting symbols
                    -  Insulation recommendations

                  The purpose is to provide information to allow the Buyer to
                  determine requirements for the aforementioned items.

                  STARTUP AND OPERATION DOCUMENTS

                  Documentation associated with the checkout, initial startup
                  and routine operation of the Gas Turbine Generator Packaged
                  Power Plant include the following:

                    -  Consolidated Service Manuals; available at time of unit
                       shipment
                    -  Turbine Control Specification; available at time of unit
                       shipment
                    -  Elementary Diagrams; available at time of unit shipment
                    -  Startup Report; available after initial operation of
                       the unit

                  In addition, previously supplied functional drawings such as
                  the one line, schematic piping device summary and elementary
                  diagrams are heavily utilized during the functional checkout
                  and initial startup operations.

                  CONSOLIDATED SERVICE MANUALS

                  The Consolidated Service Manuals are comprised of: Instruction
                  Book, Inspection & Maintenance Manual and Spare and Renewal
                  Parts Book. Twelve (12) copies are provided.

                  The Instruction Book portion of the Consolidated Service
                  Manuals contains site specific information on turbine
                  generator operation. Normal operating sequences are described,
                  together with normal running inspections for all supplied
                  equipment and systems. Trouble-shooting and diagnostic
                  recommendations are also included. Special notes, and
                  cautionary and warning statements are included and highlighted
                  throughout the instruction book to enable easy recognition of
                  special procedures and techniques which must be followed to
                  ensure correctness and safety for equipment and personnel.
                  Operating information is also included for all components and
                  systems that are standardized in their design.

                  The Inspection and Maintenance Manual provides information for
                  inspection and maintenance of the gas turbine, its accessories
                  and auxiliary systems over the life of the equipment.
                  Recommended procedures for scheduling inspections and planning
                  maintenance outages, including recommended spares, tools and
                  equipment are provided. Standard practices for

<PAGE>

                  disassembly, component inspection and reassembly are described
                  in detail. Copies of the necessary reporting forms are also
                  provided.

                  The Spare and Renewal Parts Book includes all necessary gas
                  turbine accessory and auxiliary system drawings to allow the
                  ordering of replacement and expendable materials, parts,
                  components, and assemblies for all routine inspection and
                  maintenance activities. It is organized along the same lines
                  as the model list, or master drawing index, used to
                  manufacture the gas turbine in the factory, and is specific to
                  the site.

                  TURBINE CONTROL SPECIFICATION

                  The turbine control specification provides all recommended
                  turbine control panel settings, control system calibration
                  procedures and turbine operating sequences. It is a site
                  specific document, and together with the device summary and
                  gas turbine and generator elementary, provides information on
                  all field settable control and protective equipment.

                  ELEMENTARY DIAGRAMS

                  Elementary diagrams are provided for the gas turbine and
                  generator controls, including the excitation system. The
                  turbine control elementary diagram is primarily functional,
                  and although some hardware representation is included where
                  appropriate, it concentrates on a pictorial representation of
                  the turbine and auxiliary system sequencing and control and
                  protection algorithms implemented in the panel software. The
                  turbine control panel is also supported for checkout purposes
                  by a hardware connection diagram that depicts all internal
                  hardware connections.

                  The generator and power system elementary diagram is also
                  functional, however, since control, protection and sequencing
                  are accomplished with hardware elements, it is more
                  representative of the actual system hardware configuration.
                  The same is also true of the motor control centers for all
                  electrically powered auxiliaries.

                  STARTUP REPORT

                  The startup report is prepared by Seller's field startup
                  engineer after completion of the initial operation of the
                  unit. It provides an indication of the initial settings and
                  startup control characteristics for the gas turbine, generator
                  and all auxiliary systems. It is useful for anticipating
                  trouble and performing diagnostic work at least through the
                  first inspection period, and in many cases, over the life of
                  the installation.


<PAGE>

                                            GE POWER SYSTEMS
---------------------------------------------


                            APPENDIX H - EPC SCHEDULE


--------------------------------------------------------------------------------



The following is a description of information which cannot be submitted
electronically:



EXHIBIT VII - EPC PROJECT SCHEDULE - GEORGIA



Nine Pages of Project Schedule




<PAGE>


                    APPENDIX I - TECHNICAL ADVISORY SERVICES
                          AND COMMISSIONING ASSISTANCE

         Qualified electrical, mechanical and controls Technical Advisors to
         support the installation, startup and commissioning and performance
         testing of the supplied equipment are provided.

         DEFINITION

                  Technical Advisory Service is defined as technical advice and
                  counsel based on good engineering, manufacturing, installation
                  and operation practices as applicable to the equipment. Such
                  services may also include testing, adjustment, programming and
                  other similar services.

         DESCRIPTION OF TYPICAL TECHNICAL ADVISORY SERVICES

         GE TURBINE-GENERATOR INSTALLATION
         LEAD TECHNICAL ADVISOR

                  The Turbine-Generator Installation Team is headed by the Lead
                  Technical Advisor; an experienced GE turbine-generator
                  installation engineer whose functions and responsibilities
                  include the following:

                         -    The effective guidance and counseling of the other
                              GE Technical Advisors to provide for broader
                              utilization of their skills.

                         -    The integration of the assigned service work with
                              the Owner representatives to assist in meeting
                              scheduled startup, completion and operation dates.

                         -    The reporting of pertinent facts on failure of
                              equipment warranted by GE and its Suppliers to the
                              proper personnel to permit prompt and equitable
                              settlement of warranty claims.

                         -    The submittal of timely reports on job progress
                              and resolution of problems.

                         -    The planning, organization and direction of the
                              other GE personnel for the installation, startup,
                              testing and warranty implementation of the
                              supplied equipment.

                         -    The maintenance of installation records and job
                              log book.

<PAGE>

TURBINE-GENERATOR INSTALLATION TEAM

         The Turbine-Generator Installation Team is comprised of Technical
         Advisors skilled in one or more of the following areas: mechanical
         erection of gas and steam turbines and related equipment, electrical
         equipment installation and testing, SPEEDTRONIC Control System
         checkout, calibration and unit startup. Their principal functions and
         responsibilities, with respect to Technical Advisory Services, include:

         -        The inspection and unloading of the major components at the
                  installation site and their placement on the foundations.

         -        The setting of necessary shims between sole plates and the
                  turbines.

         -        The removal of shipping supports on the turbine and generator
                  packages.

         -        The installation of the turbine units to the proper center
                  line and elevation.

         -        The alignment of the accessory equipment and generators to the
                  turbines.

         -        The installation and checkout of conduit, piping, control
                  wiring and instrumentation between the turbines and GE
                  supplied auxiliary equipment and generators.

         -        Checkout and initial operation of the turbine starting
                  equipment.

         -        The sequencing and checkout of the turbine SPEEDTRONIC Control
                  Panels.

         -        The installation and checkout of the generator
                  excitation/electric systems.

         -        The startup of the turbine units with the Owner's operating
                  personnel.

         -        Mark up two (2) sets of drawings to reflect the "as-built"
                  condition of the equipment. One (l) set for site records and
                  one (1) set to be returned to GE Customer Service.


                                       2
<PAGE>

                                            GE POWER SYSTEMS
---------------------------------------------


                              APPENDIX J - NOT USED


--------------------------------------------------------------------------------


                           TURBINE CONTRACT APPENDIX J






<PAGE>

                                            GE POWER SYSTEMS
---------------------------------------------


                       APPENDIX K - SITE LEGAL DESCRIPTION


--------------------------------------------------------------------------------


                       TURBINE CONTRACT APPENDIX K COVER








<PAGE>

                    LEGAL DESCRIPTION FOR TENASKA PLANT SITE
                    ----------------------------------------

         ALL THAT TRACT OR PARCEL OF LAND SITUATE, LYING AND BEING IN LAND LOT
237 OF THE THIRD LAND DISTRICT OF HEARD COUNTY, GEORGIA, AND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:

         COMMENCING AT THE INTERSECTION OF THE WESTERLY RIGHT OF WAY LINE OF JOE
STEPHENS ROAD (80 FOOT WIDTH) WITH THE SOUTHERLY RIGHT OF WAY LINE OF GEORGE
BROWN ROAD (PRESCRIPTIVE RIGHT OF WAY, 40 FEET, MORE OR LESS, IN WIDTH), SAID
POINT BEING THE POINT OF REFERENCE; THENCE ALONG THE SOUTHERLY RIGHT OF WAY LINE
OF GEORGE BROWN ROAD SOUTH 72 DEGREES 57 MINUTES 18 SECONDS WEST FOR A DISTANCE
OF 916.24 FEET TO A STEEL FENCE POST FLUSH WITH THE GROUND, SAID POINT BEING THE
POINT OF BEGINNING FOR THE HEREIN DESCRIBED PARCEL OF LAND. THENCE SOUTH 00
DEGREES 16 MINUTES 00 SECONDS WEST FOR A DISTANCE OF 902.40 FEET TO A STEEL
FENCE POST; THENCE SOUTH 02 DEGREES 39 MINUTES 49 SECONDS EAST FOR A DISTANCE OF
321.00 FEET TO A ONE INCH PIPE; THENCE SOUTH 00 DEGREES 34 MINUTES 44 SECONDS
EAST FOR A DISTANCE OF 802.62 FEET TO A ONE INCH PIPE; THENCE SOUTH 00 DEGREES
34 MINUTES 44 SECONDS EAST FOR A DISTANCE OF 291.17 FEET TO A POINT IN THE
CENTERLINE OF HILLY MILL CREEK; THENCE FOLLOWING THE COURSE OF THE CENTERLINE OF
HILLY MILL CREEK IN A WESTERLY DIRECTION, TRAVERSED AS FOLLOWS; NORTH 62 DEGREES
07 MINUTES 20 SECONDS WEST FOR A DISTANCE OF 98.34 FEET TO A POINT IN THE
CENTERLINE OF THE CREEK; THENCE SOUTH 20 DEGREES 00 MINUTES 44 SECONDS WEST FOR
A DISTANCE OF 136.80 FEET TO A POINT IN THE CENTERLINE OF THE CREEK; THENCE
NORTH 74 DEGREES 21 MINUTES 03 SECONDS WEST FOR A DISTANCE OF 223.86 FEET TO A
POINT AT THE CENTERLINE OF A GEORGIA POWER COMPANY TRANSMISSION LINE RIGHT OF
WAY (150 FOOT WIDTH); THENCE NORTH 74 DEGREES 21 MINUTES 03 SECONDS WEST FOR A
DISTANCE OF 36.90 FEET TO A POINT IN THE CENTERLINE OF THE CREEK; THENCE NORTH
47 DEGREES 24 MINUTES 20 SECONDS WEST FOR A DISTANCE OF 127.90 FEET TO A POINT
IN THE CENTERLINE OF THE CREEK; THENCE NORTH 79 DEGREES 16 MINUTES 25 SECONDS
WEST FOR A DISTANCE OF 274.76 FEET TO A POINT IN THE CENTERLINE OF THE CREEK;
THENCE NORTH 54 DEGREES 59 MINUTES 10 SECONDS WEST FOR A DISTANCE OF 188.31 FEET
TO A POINT IN THE CENTERLINE OF THE CREEK; THENCE LEAVING THE CENTERLINE OF THE
CREEK NORTH 27 DEGREES 08 MINUTES 04 SECONDS WEST FOR A DISTANCE OF 142.40 FEET
TO A POINT; THENCE NORTH 76 DEGREES 02 MINUTES 42 SECONDS WEST FOR A DISTANCE OF
170.99 FEET TO A POINT; THENCE NORTH 54 DEGREES 14 MINUTES 27 SECONDS WEST FOR A
DISTANCE OF 280.96 FEET TO A POINT; THENCE NORTH 66 DEGREES 49 MINUTES 01
SECONDS WEST FOR A DISTANCE OF 101.90 FEET TO A POINT; THENCE SOUTH 55 DEGREES
21 MINUTES 00 SECONDS WEST FOR A DISTANCE OF 162.95 FEET TO A POINT; THENCE
NORTH 81 DEGREES 39 MINUTES 29 SECONDS WEST FOR A DISTANCE OF 406.05 FEET TO A
POINT; THENCE NORTH 30 DEGREES 16 MINUTES 39 SECONDS WEST FOR A DISTANCE OF


<PAGE>

496.12 FEET TO AN INTERSECTION OF SAID LINE WITH THE CENTERLINE OF AN UNNAMED
CREEK FROM THE NORTHEAST; THENCE FOLLOWING THE CENTERLINE OF SAID UNNAMED CREEK
TO THE NORTHEAST, TRAVERSED AS FOLLOWS; NORTH 67 DEGREES 00 MINUTES 13 SECONDS
EAST FOR A DISTANCE OF 336.28 FEET TO A POINT IN THE CENTERLINE OF THE CREEK;
THENCE NORTH 64 DEGREES 26 MINUTES 52 SECONDS EAST FOR A DISTANCE OF 296.07 FEET
TO A POINT IN THE CENTERLINE OF THE CREEK; THENCE NORTH 53 DEGREES 40 MINUTES 03
SECONDS EAST FOR A DISTANCE OF 67.68 FEET TO A POINT IN THE CENTERLINE OF THE
CREEK; THENCE NORTH 16 DEGREES 14 MINUTES 29 SECONDS EAST FOR A DISTANCE OF
228.26 FEET TO A POINT IN THE CENTERLINE OF THE CREEK; THENCE NORTH 22 DEGREES
18 MINUTES 47 SECONDS EAST FOR A DISTANCE OF 241.49 FEET TO A POINT IN THE
CENTERLINE OF THE CREEK; THENCE NORTH 06 DEGREES 14 MINUTES 09 SECONDS EAST FOR
A DISTANCE OF 71.42 FEET TO A POINT IN THE CENTERLINE OF THE CREEK; THENCE NORTH
78 DEGREES 23 MINUTES 44 SECONDS EAST FOR A DISTANCE OF 307.88 FEET TO A POINT
IN THE CENTERLINE OF THE CREEK; THENCE NORTH 47 DEGREES 11 MINUTES 56 SECONDS
EAST FOR A DISTANCE OF 157.63 FEET TO A POINT IN THE CENTERLINE OF THE CREEK;
THENCE NORTH 26 DEGREES 01 MINUTES 20 SECONDS EAST FOR A DISTANCE OF 111.97 FEET
TO A POINT IN THE CENTERLINE OF THE CREEK; THENCE NORTH 54 DEGREES 06 MINUTES 33
SECONDS EAST FOR A DISTANCE OF 128.35 FEET TO A POINT IN THE CENTERLINE OF THE
CREEK; THENCE NORTH 07 DEGREES 03 MINUTES 45 SECONDS EAST FOR A DISTANCE OF
34.61 FEET TO A POINT IN THE CENTERLINE OF THE CREEK; THENCE LEAVING THE CREEK
SOUTH 89 DEGREES 40 MINUTES 10 SECONDS EAST FOR A DISTANCE OF 290.53 FEET TO
POINT AT THE CENTERLINE OF A GEORGIA POWER COMPANY TRANSMISSION LINE EASEMENT
(150 FOOT WIDTH); THENCE SOUTH 89 DEGREES 40 MINUTES 10 SECONDS EAST FOR A
DISTANCE OF 177.44 FEET TO A 12 INCH DIAMETER WOOD POST; THENCE NORTH 71 DEGREES
45 MINUTES 00 SECONDS EAST FOR A DISTANCE OF 405.46 FEET TO A STEEL FENCE POST
FLUSH WITH THE GROUND; SAID POINT BEING THE POINT OF BEGINNING.

SAID PARCEL CONTAINS 73.53 ACRES OF LAND, AND IS MORE PARTICULARLY SHOWN AS
TRACT "A" ON SHEET 1 0F 2 OF THAT CERTAIN ALTA/ACSM LAND TITLE SURVEY FOR
TENASKA, INC., FIRST AMERICAN TITLE INSURANCE COMPANY AND OTHER PARTIES TO BE
NAMED, PREPARED BY DONALDSON, GARRET & ASSOCIATES, INC., MACON, GEORGIA, DATED
APRIL 3, 1998.



<PAGE>

                                            GE POWER SYSTEMS
---------------------------------------------


                            APPENDIX L - WITNESS PLAN


--------------------------------------------------------------------------------



                          (See Appendix A, Section 11)


                          TURBINE CONTRACT APPENDIX L







<PAGE>

                                            GE POWER SYSTEMS
---------------------------------------------


              APPENDIX M - RIGHTS AND OBLIGATIONS RETAINED BY BUYER


--------------------------------------------------------------------------------



                       TURBINE CONTRACT APPENDIX M COVER








<PAGE>

                            APPENDIX M - Section 22.1

                    RIGHTS AND OBLIGATIONS RETAINED BY BUYER


In the event of the assignment of this Contract pursuant to Section 22.1(b), the
term Buyer as used in this Contract shall mean such Section 22.1(b) Contractor
Assignee, except that Buyer or Buyer's assignee under Section 22.1(a) ("Owner"),
may, at its option, retain some or all of the following rights:

                Section 2.4     rights to exercise all Options under Sections
                                2.4. and 9.2.

                Section 4.1     the right under Section 4.1 to (i) direct Seller
                                to deliver the Equipment to a Delivery Point
                                other than a location at or near the Site, (ii)
                                the right to notify Seller to delay shipment of
                                any Unit(s) and to request a specific alternate
                                Delivery Date, and (iii) the right to make any
                                elections under Section 4.1(a).

                Section 4.4     the right, jointly with assignee, to exercise
                                all of the inspection rights under Section 4.4.

                Section 5.1     together with assignee, the rights of access set
                                forth in Section 5.1.

                Section 5.2     the right to agree upon a specific list of
                                Witness Tests.

                Section 7.1     the right, along with assignee, to receive all
                                notices to be delivered by Seller under Section
                                7.1.

                Section 8.1     rights, along with assignee, to the benefits of
                                all warranties in Section 8.1 and to notify
                                Seller of a breach under Section 8.1.

                Article 9.1     the right to consent to all change orders,
                                including Directed Change Orders, under Section
                                9.1 and to receive copies of all dispute notices
                                delivered by Seller pursuant to Section 9.1.

                Article 10      rights, along with assignee, to all warranties
                                in Article 10, including rights to receive all
                                payments of liquidated damages due under Article
                                10.

                Article 11      rights to enforce Seller's covenants regarding
                                confidentiality with respect to the confidential
                                information of Tenaska, Inc., Owner, and
                                assignee.

                Section 12.1    rights, along with assignee, to be indemnified
                                by Seller.

<PAGE>

                Section 12.2    rights, along with assignee, to require Seller
                                to provide remedies for infringement.

                Section 14.1    the right to consent to the termination of the
                                Contract under Section 14.1 and in all other
                                circumstances.

                Section 15.1    the right to be included as an Indemnified party
                                under Section 15.1.

                Section 17.2    the right, along with assignee, to receive
                                delivery of all notices to be delivered by
                                Seller under Section 17.2.

                Section 17.2(d) the right to require Seller to continue remedy
                                and testing activities.

                Section 18.1    the right to appoint a qualified staff member to
                                function as a Project Coordinator.